Notice of Extraordinary General Meeting in Tobii AB (publ)
The shareholders of Tobii AB (publ), reg. no. 556613-9654, (the “Company”) are hereby invited to the extraordinary general meeting to be held on Wednesday November 30, 2016 at 15.00 at Nalen, Stacken conference room, David Bagares gata 17, Stockholm.
Right to attend and notification
Shareholders who wish to attend the extraordinary general meeting must:
- be included in the share register maintained by Euroclear Sweden AB as of Thursday November 24, 2016, and
- notify the company of their participation and any assistants (no more than two) in the extraordinary general meeting no later than Thursday November 24, 2016. The notification shall be in writing to Tobii AB, Karlsrovägen 2D, Box 743, 182 17 Danderyd, Sweden, or via e-mail: generalmeeting@tobii.com. The notification should state the name, personal/corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the extraordinary general meeting. Such registration, which normally is processed in a few days, must be completed no later than November 24, 2016 and should therefore be requested from the nominee well before this date.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy’s validity may not be more than five years from the issuance. A copy of the proxy in original and, where applicable, the registration certificate, should be submitted to the Company by mail at the address set forth above well in advance of the extraordinary general meeting. The proxy in original and, when applicable, the certificate of registration must be presented at the extraordinary general meeting. A proxy form will be available on the Company’s website, www.tobii.com, and will also be sent to shareholders who so request and inform the Company of their postal address.
Proposed agenda
- Opening of the meeting and election of a chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one person who shall approve the minutes of the meeting.
- Determination of whether the meeting was duly convened.
- Resolution for preferential rights issue.
- Closing of the meeting.
Proposal for resolutions
Item 1: Opening of the meeting and election of chairman of the extraordinary general meeting
The board of directors propose that Joakim Falkner, attorney at law, at Baker & McKenzie Advokatbyrå is appointed as chairman of the extraordinary general meeting.
Item 6: Resolution for preferential rights issue
The board of directors propose that the general meeting approves the board of directors’ resolution, made November 5, 2016, to issue shares in the Company, corresponding to an issue amount of approximately SEK 450 million, within the limits of the articles of association, with preferential rights for the Company’s shareholders as follows.
The board of directors, or any director or directors appointed by the board of directors within itself, shall be authorized to determine, no later than the fifth weekday prior to the record date, the highest amount by which the Company’s share capital will increase, the highest number of shares that will be issued and the subscription price to be paid for each new share.
Each shareholder that is registered in the share register managed by Euroclear Sweden AB on the record date December 2, 2016 are entitled to subscribe for the shares with preferential rights.
Subscription for shares with subscription rights shall be made by payment in cash during the period from December 6, 2016 up until and including December 20, 2016. Subscription for shares without subscription rights shall be made on a subscription list during the period from December 6, 2016 up until and including December 20, 2016. Payment for shares subscribed for shall be made no later than two days following issue of a transfer note that include a decision of allotment. The board of directors is entitled to extend the subscription period and the last day for payment.
If not all shares are subscribed for by the exercise of subscription rights, the board of directors is to decide on the allotment of shares subscribed for without the exercise of subscription rights up to the maximum amount of the new share issue, and the board must first allot shares to those that also subscribed for shares by exercising subscription rights and, in case of oversubscription, in proportion to the number of subscription rights used for subscription of shares; secondly, to others that have applied to the Company for subscription without subscription rights and, in case they cannot receive full allocation, in proportion to the number of shares that each has applied to subscribe, and where this is not possible, by drawing of lots.
The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.
Number of shares and votes
The total numbers of shares and votes in the Company on the date of this notice are 87,703,033 where each share represents one vote. The Company does not hold any own shares as of the day of this notice.
Miscellaneous
The complete proposals of resolutions and proxy form together with other required documents under the Swedish Companies Act will be available at the Company’s address stated above and at the Company’s website, www.tobii.com, at least three weeks in advance of the extraordinary general meeting. The documents will also be sent to shareholders upon request provided that the shareholders state their postal address.
The shareholders are reminded of their right to request information at the extraordinary general meeting from the board of directors and the managing director in accordance with Ch. 7 Section 32 of the Swedish Companies Act.
Danderyd in November 2016
Tobii AB (publ)
The board of directors
This information is information that Tobii AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, on November 7, 2016, at 7:10 a.m. CET.
Contact
Sara Hyléen, Corporate Communications Director of Tobii, tel: +46 709 16 16 41, email: sara.hyleen@tobii.com
About Tobii
Tobii is the global leader in eye tracking. Our vision is a world where all technology works in harmony with natural human behavior. Tobii operates through three business units: Tobii Dynavox makes specially designed computers that are controlled by eye movement or touch screens for use by people with special needs due to spinal cord injuries, CP, ALS or other medical conditions. Tobii Pro develops and sells eye-tracking equipment and services used today by more than 3,000 companies and 2,000 research institutions, including all of the world’s 50 highest ranked universities. Tobii Tech further develops Tobii’s technology for new volume markets, such as computer games, personal computers, virtual reality and vehicles. Tobii is headquartered in Sweden and is listed on Nasdaq Stockholm (TOBII). The group has over 700 employees. For more information, please visit www.tobii.com.
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