In accordance with the Swedish Companies Act, the general meeting of shareholders is to pass a resolution on remuneration guidelines for the CEO and other senior executives. The following guidelines were adopted by the Extraordinary General Meeting of ACQ Bure AB on September 19, 2023, prior to, and by reason of, the merger with Yubico AB.
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 EGM resolved, in accordance with the nomination committee’s proposal, that the current fee levels for the board, resolved by the Annual General Meeting on 19 April 2023, shall remain unchanged, meaning that fees shall be paid by SEK 500,000 to the chairman of the board and by SEK 250,000 to each of the other ordinary members of the board. Since the board of directors is increased by one member and the board may establish an audit committee, the resolution means that total fees amount to SEK 1,850,000, which is an increase of SEK 350,000. For work in the audit committee, if such committee is established, a fee of SEK 100,000 shall be paid to the chairman of the committee. The fee levels are based on a customary mandate period of approximately twelve months and is valid from the day the board member takes office as board member and for the period until the end of the next Annual General Meeting.
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.
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.