The guidelines regarding remuneration was adopted by the Annual General Meeting on May 13, 2025.
The guidelines for remuneration to the CEO and other senior executives are set out in the Guidelines for remuneration to senior executives.
Fees to the board of directors
The meeting resolved that a remuneration of SEK 1,075,000 (previously SEK 860,000) shall be paid to the chairman of the board of directors and SEK 575,000 (previously SEK 460,000) shall be paid to each other director elected by the general meeting. Further, for work in the audit committee, an annual remuneration of SEK 250,000 (previously SEK 200,000) shall be paid to the chairman of the audit committee and SEK 125,000 (previously SEK 100,000) to member of the audit committee. In addition, for work in the remuneration committee, an annual remuneration of SEK 125,000 (previously SEK 100,000) shall be paid to the chairman of the remuneration committee, and SEK 63,000 (previously SEK 50,000) to member of the remuneration committee. No remuneration shall be paid to board member who is employed by the company.
LTI 2023
The EGM resolved, in accordance with the board’s proposal, to implement a long-term incentive program for 2023 (“LTI 2023”). LTI 2023 is based on performance stock units (“PSUs”) and includes up to approximately 440 senior executives, key personnel and other employees within the company group.
The maximum number of PSUs that may be awarded is 700,000. Each vested PSU shall entitle the holder to receive one share in the Company. PSUs are vested yearly during a three-year period. Vesting of PSUs is subject to both a performance condition and continued employment within the Company group. The performance condition is based on that the total shareholder return reaches certain levels.
To secure the delivery of shares pursuant to LTI 2023 and to cover any costs (including taxes and social security costs), the EGM resolved, deviating from the shareholders’ preferential rights, to issue a maximum of 762,598 warrants, entitling to subscription of new shares in the Company. The EGM also resolved that the Company may transfer the warrants (i) to the participants or to a designated third party, for the purpose of delivering shares to the participants in accordance with the terms and conditions of LTI 2023, including to a designated third party under a share swap arrangement, and (ii) at a price equal to the fair market value of the warrants using a customary valuation method to a designated third party for the purpose of covering any costs (including taxes and social security costs) under LTI 2023.
The maximum dilution for current shareholders due to LTI 2023 is 0.80 per cent (0.87 per cent including warrants issued to cover any costs) of the current total number of outstanding shares in the Company upon full vesting and full exercise of warrants under LTI 2023.
LTI 2024
The meeting resolved, in accordance with the board of director’s proposal, to implement a long-term incentive program for 2024 (“LTI 2024”). LTI 2024 is based on performance stock units (“PSUs”) and includes up to approximately 480 senior executives, key personnel and other employees within the company group.
The maximum number of PSUs that may be awarded is 700,000. Each vested PSU shall entitle the holder to receive one share in the company. PSUs are vested yearly during a three-year period. Vesting of PSUs is subject to both two performance conditions and continued employment within the company group. The performance conditions include fulfilment of two financial performance conditions relating to the company’s revenue growth and EBIT margin during performance periods corresponding to each of the financial years 2024, 2025 and 2026.
To secure the delivery of shares pursuant to LTI 2024 and to cover any costs (including taxes and social security costs), the meeting resolved, deviating from the shareholders’ preferential rights, to issue a maximum of 762,598 warrants, entitling to subscription of new shares in the company. The meeting also resolved that the company may transfer the warrants (i) to the participants or to a designated third party, for the purpose of delivering shares to the participants in accordance with the terms and conditions of LTI 2024, including to a designated third party under a share swap arrangement, and (ii) at a price equal to the fair market value of the warrants using a customary valuation method to a designated third party for the purpose of covering any costs (including taxes and social security costs) under LTI 2024.
The maximum dilution for current shareholders due to LTI 2024 is 0.80 per cent (0.9 per cent including warrants issued to cover any costs) of the current total number of outstanding shares in the company upon full vesting and full exercise of warrants under LTI 2024.
LTI 2025
The meeting resolved, in accordance with the board of director’s proposal, to implement a long-term incentive program for 2025 (“LTI 2025”). LTI 2025 is based on performance stock units (“PSUs”) and includes up to approximately 610 senior executives, key personnel and other employees within the company group.
The maximum number of shares in Yubico which may be allocated under LTI 2025 is limited to 780,000, which represents approximately 0.9 percent of all shares and votes in Yubico. Each vested PSU shall entitle the holder to receive one share in the company. PSUs are vested yearly during a three-year period. Vesting of PSUs is subject to both two performance conditions and continued employment within the company group. The performance conditions include fulfilment of two financial performance conditions relating to the company’s revenue growth and EBIT margin during performance periods corresponding to each of the financial years 2026, 2027 and 2028.
To secure the delivery of shares pursuant to LTI 2025, the meeting resolved to introduce a new share class, called class C shares. Such class C shares will be redeemable and, upon a resolution by the board of directors, convertible into ordinary shares in Yubico. The meeting resolved to authorize the board of directors to resolve to issue class C shares to an external party consulted by the board in advance, and to repurchase the class C shares from the external party. The class C shares will thereafter be held as such during the vesting periods for LTI 2025 and, once required for delivery purposes under LTI 2025, be converted into ordinary shares and transferred to eligible participants in LTI 2025.
Sponsorship warrants
There are 4,200,000 warrants outstanding in Yubico (“Company”), which were received by Bure Equity in its previous role as a sponsor to ACQ Bure AB. These warrants can be used for subscription of shares no earlier than April 1, 2026 and no later than April 1, 2031, in accordance with the terms of the warrants. Each warrant entitles Bure Equity to subscribe for a (1) share in the company at a subscription price of SEK 130.
