The guidelines regarding remuneration was adopted by the Annual General Meeting on May 14, 2024.
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 annual general meeting 2024 resolved that a remuneration of SEK 860,000 (previously SEK 500,000) shall be paid to the chairman of the board of directors and SEK 460,000 (previously SEK 250,000) shall be paid to each other director elected by the general meeting. Further, for work in the audit committee, an annual remuneration of SEK 200,000 (previously SEK 100,000) shall be paid to the chairman of the audit committee and SEK 100,000 to member of the audit committee. In addition, for work in the remuneration committee, an annual remuneration of SEK 100,000 shall be paid to the chairman of the remuneration committee, and SEK 50,000 to member of the remuneration committee. No remuneration shall be paid to board member who is employed by the company. The total renumeration amounts to SEK 3,610,000.
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.
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.