Instruction for the nomination committee
The following instruction for the nomination committee shall be valid until the general meeting resolves to change the instruction.
Introduction
The nomination committee shall perform its duties in accordance with the Swedish Corporate Governance Code.
Composition of the nomination committee, etc.
The company shall have a nomination committee consisting of four members appointed by each of the four major shareholders in terms of votes as set out below, who wish to appoint a member. If any of the four major shareholders in terms of votes waives its right to appoint a member to the nomination committee, the next major shareholder shall be given the opportunity to appoint a member. However, no more than five additional shareholders need to be contacted, unless the chairman of the board of directors considers that there are special reasons for doing so.
The nomination committee for the next Annual General Meeting shall be constituted on the basis of the shareholders registered in the share register maintained by Euroclear as per the last banking day in September, as well as other reliable information on shareholdings provided to the company at that time.
The chairman of the board of directors shall, as soon as information on ownership as described above is available, contact a representative of each of the four major shareholders in the company, who shall then be entitled to appoint one member each to the nomination committee. The members of the nomination committee shall be announced as soon as they have been appointed. If a member is appointed by a particular shareholder, the name of the shareholder shall be stated.
The chairman of the nomination committee shall, unless the members decide otherwise, be the member representing the largest shareholder in terms of votes. The chairman shall not be a member of the board of directors of the company.
If one or more of the shareholders who appointed members of the nomination committee earlier than two months before the Annual General Meeting cease to be one of the four major shareholders in terms of votes, members appointed by these shareholders shall vacate their seats and the shareholder or shareholders who have been added to the four major shareholders in terms of votes shall, after contacting the chairman of the nomination committee, be authorised to appoint its members.
Shareholders who have been added to the four major shareholders later than two months before the Annual General Meeting shall, instead of being part of the nomination committee, be entitled to appoint a representative who shall be co-opted to the nomination committee and thus participate without voting rights.
Shareholders who have appointed a member of the nomination committee are entitled to dismiss such member and appoint a new member. Changes in the composition of the nomination committee shall be made public as soon as they occur.
The duties of the nomination committee
The nomination committee shall present proposals to the Annual General Meeting regarding the following items:
i) election of chairman of the general meeting, ii) number of board members and auditors, iii) election of and remuneration to the chairman of the board of directors and members of the company’s board of directors and, where applicable, other special committees, iv) election of and remuneration to the auditor and, where applicable, deputy auditor and v) proposals for such changes to the instruction for the nomination committee as the nomination committee has deemed appropriate. A report on the work of the nomination committee in terms of proposals and statements from the nomination committee shall be published on the company’s website well in advance of the Annual General Meeting.
The company shall be informed of the nomination committee’s proposal no later than six weeks before the Annual General Meeting. All information on potential new board members shall be attached to the proposal.
The mandate of the current nomination committee shall be valid until the new nomination committee is appointed in accordance with the criteria above.
Nomination Committee 2024
The Nomination Committee for Yubico´s 2024 Annual General Meeting has been appointed. In accordance with a decision at the Annual General Meeting, the three largest shareholders or owner groups shall be given the opportunity to appoint a member to the Nomination Committee. The Chairman of the Board is a member of the Nomination Committee.
The following members have been appointed to the Nomination Committee:
- Carsten Browall, appointed by Bure Equity AB.
- Patricia Hedelius, appointed by AMF Tjänstepension och Fonder.
- Stina Ehrensvärd, representing herself.
The Chairman of the Board, Patrik Tigerschiöld, shall convene the first meeting of the Nomination Committee.
The Nomination Committee has been appointed according to the instructions from the Annual General Meeting in 2023. The members of the Nomination Committee together represent 38.53 percent of the votes attached to all voting shares in the company.
The Annual General Meeting in Yubico will be held on 14 May 2024.
Shareholders who wish to submit proposals to Yubico’s Nomination Committee can send an e-mail to nomination.committee@yubico.com (“To the Nominating Committee”), or by mail to: Yubico AB, Att: Secretary of the Board, Kungsgatan 44, 111 35 Stockholm, Sweden no later than January 31, 2024.