Notice to Annual General Meeting of Tobii Dynavox AB (publ)

Tobii Dynavox AB (publ), Reg. No. 556914-7563, hereby gives notice to attend the annual general meeting on 10 May 2023 at 10.00 CEST at Karlsrovägen 2D, SE-182 53, Danderyd. Registration to the annual general meeting starts at 9.30 CEST.

Participation in the annual general meeting at the venue

A shareholder who wishes to participate in the annual general meeting at the venue in person or represented by a proxy must (i) be recorded as shareholder in the share register prepared by Euroclear Sweden AB relating to the circumstances on 2 May 2023, and (ii) no later than on 4 May 2023 give notice of its intention to participate through mail to Tobii Dynavox AB, c/o Euroclear Sweden, P.O Box 191, SE-101 23 Stockholm, via e-mail to GeneralMeetingService@euroclear.com or by telephone to +46 8 402 91 33. When providing such notice, the shareholder should state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants), and, where applicable, details of proxy.

If a shareholder is represented by a proxy, a written and dated proxy must be issued for the proxy. Proxy forms are available at the company’s website, https://investors.tobiidynavox.com. If the proxy is issued by a legal entity, a certificate of registration or an equivalent certificate of authority should be enclosed. To facilitate the registration to the meeting, the proxy and certificate of registration and other certificate of authority should be received by the company at the above address no later than 9 May 2023.

Participation by voting in advance

A shareholder who wishes to participate in the annual general meeting by voting in advance must (i) be recorded as shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 2 May 2023 and (ii) notify its intention to participate in the meeting no later than 4 May 2023 by casting its advance vote in accordance with the instructions below so that the advance voting form is received by Euroclear Sweden no later than that day.

A shareholder who wishes to participate in the annual general meeting at the venue in person or represented by a proxy, must notify this as set out under “Participation in the annual general meeting at the venue” above. This means that a notification by voting in advance alone is not sufficient for a shareholder who wants to attend the annual general meeting at the venue.

A special form shall be used when voting in advance. The form is available at the company’s website, https://investors.tobiidynavox.com.

A completed and signed form shall, no later than 4 May, be received by Euroclear (which administers the forms on behalf of Tobii Dynavox AB). A completed and signed form may be submitted by mail to Tobii Dynavox AB, c/o Euroclear Sweden AB, P.O Box 191, SE-101 23 Stockholm or via e-mail to GeneralMeetingService@euroclear.com. Shareholders may also cast their votes electronically through BankID verification via https://anmalan.vpc.se/euroclearproxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

If a shareholder votes in advance by proxy, a written and dated power of attorney shall be enclosed to the voting form. Proxy forms are available at the company’s website, https://investors.tobiidynavox.com. If the proxy is issued by a legal entity, a certificate of registration or an equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and attends the annual general meeting in person or through a representative, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the meeting or otherwise withdraws its advance vote. If the shareholder chooses to participate in a voting at the meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.

Shares registered in the name of a nominee

To be entitled to participate in the meeting, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register as of Tuesday 2 May 2023. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and such time in advance as the nominee determines. Voting right registrations completed not later than the second banking day after Tuesday 2 May 2023 are taken into account when preparing the register of shareholders.

Right to request information

Shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen). Shareholders who wish to submit questions in advance can do so by mail to Tobii Dynavox AB (publ), att. Linda Tybring, “AGM”, Karlsrovägen 2D, SE‑182 53 Danderyd, or via email to linda.tybring@tobiidynavox.com.

Number of shares and votes

There are, as of the day of this notice, 104,851,201 shares and votes in the company.

Proposed agenda

1.       Election of chairman of the meeting.

2.       Preparation and approval of the voting list.

3.       Approval of the agenda.

4. Election of one or two persons to approve the minutes of the meeting.
5. Determination of whether the meeting has been duly convened.
6. Submission of the annual report and the auditors’ report and the consolidated financial statements and the auditors’ report for the group.
7. Resolutions regarding:

1. adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
2. allocation of the company’s profits or losses in accordance with the adopted balance sheet, and
3. discharge of the members of the Board of Directors and the CEO from liability.

8. Determination of:

1. the number of members of the Board of Directors, and
2. the number of auditors.

9. Determination of fees to:

1. the Board of Directors, and
2. the auditors.

10. Election of the members of the Board of Directors:

1. Carl Bandhold (re-election),
2. Henrik Eskilsson (re-election),
3. Charlotta Falvin (re-election),
4. Åsa Hedin (re-election),
5. Caroline Ingre (re-election), and
6. Maarten Barmentlo (new election).

11. Election of the chairman of the Board of Directors.
12. Election of auditors and, where applicable, deputy auditors.
13. Presentation of the Board of Directors’ remuneration report for approval.
14. Proposal for resolutions regarding incentive program 2023 and hedging arrangements (items a‑b).
15. Proposal for resolutions on hedging arrangement for LTI 2020, LTI 2021 and LTI 2022.
16. Proposal for resolution regarding authorisation for the Board of Directors to resolve to issue new shares.

Proposal regarding appropriation of the company’s result (item 7b)

The Board of Directors and the CEO propose that the company’s results shall be carried forward and thus no dividend will be distributed.

Determination of the number of members and deputy members of the Board of Directors, the number of auditors, fees to the Board of Directors and the auditors and election of members of the Board of Directors, the chairman of the Board of Directors and auditors (items 1, 8, 9, 10, 11 and 12)

The Nomination Committee, appointed in accordance with the principles established by the extraordinary general meeting on 5 November 2021, consists of Jan Andersson (appointed by Swedbank Robur Fonder), Helen Fasth Gillstedt (appointed by Handelsbanken Fonder), Kent Sander (appointed by the company’s founders) and Åsa Hedin (chairman of the Board of Directors). The Nomination Committee has appointed Jan Andersson as the Nomination Committee’s chairman. The Nomination Committee proposes that:

• Åsa Hedin, or, if she has an impediment to attend, the person proposed by the Nomination Committee, is elected as chairman of the annual general meeting (item 1).
• The number of members of the Board of Directors shall be six with no deputy members (item 8a). The number of auditors shall be one authorised accounting firm (item 8b).
• That the fees to the Board of Directors shall be paid with SEK 710,000 to the chairman of the Board of Directors, with SEK 265,000 to each other member of the Board of Directors not employed by the company, with SEK 125,000 to the chairman of the audit committee and SEK 60,000 to each of the other members of the audit committee as well as with SEK 40,000 to the chairman of the remuneration committee and SEK 25,000 to each of the other members of the remuneration committee) (item 9a).
• Auditors’ fee is proposed to be as per approved current account (item 9b).
• Re-election of the members of the Board of Directors Carl Bandhold, Henrik Eskilsson, Charlotta Falvin, Åsa Hedin and Caroline Ingre as well as new election of Maarten Barmentlo (items 10a-f). Åsa Hedin is proposed to be re-elected as chairman of the Board of Directors (item 11).
• Re-election of the accounting firm PricewaterhouseCoopers AB as auditor for the time until the end of the next annual general meeting. The Nomination Committee notes that Camilla Samuelsson will be appointed auditor in charge should PricewaterhouseCoopers AB be re-elected as auditor. The proposal corresponds to the audit committee’s recommendation (item 12).

Information on the members of the Board of Directors proposed for re-election is available at https://investors.tobiidynavox.com/. Maarten Barmentlo is presented below.

Maarten Barmentlo, born in 1967, is a Dutch citizen and holds a PhD in Physics from the University of Leiden. Currently, he is Chief Marketing Officer and President OTC at the Danish hearing aid company WS Audiology. Prior to that he was a.o. Head of Marketing at Sonova (hearing aids), following a long career in the Philips group, both in the Consumer and in the Health Care division. Maarten Barmentlo is independent in relation to the Company and the executive management and in relation to major shareholders. Maarten Barmentlo holds no shares in the Company.

Proposal for resolutions regarding incentive program 2023 and hedging arrangements (item 14a-b)

The Board of Directors proposes that the annual general meeting resolves to implement a new long-term incentive program for the CEO, the executive management team and key employees and certain other individuals within the Tobii Dynavox group (“LTI 2023”) in accordance with item 14a. The Board of Directors further proposes the annual general meeting resolves to adopt hedging arrangements in accordance with item 14b. To ensure that the LTI 2023 is properly hedged, the proposal to adopt LTI 2023 under item 14a is proposed to be conditional on the annual general meeting adopting the proposal under item 14b.

Resolution to adopt LTI 2023 (item 14a)

The program in brief

LTI 2023 is proposed to include the CEO, the executive management team, key employees and certain other individuals within the Tobii Dynavox group. LTI 2023 is proposed to include not more than 80 persons that currently or before the annual general meeting 2024 are employed within the Tobii Dynavox group.

The participants will be given the opportunity to free of charge receive ordinary shares (“Performance Shares”) in accordance with the terms and conditions set out below. Within the scope of LTI 2023, the company will allot participants stock units, entailing the right to, subject to certain conditions being met, receive a Performance Share free of charge (“Stock Units”).

For all participants, the vesting condition specified under the heading Vesting condition for all participants below applies and for participants employed in Sweden and the executive management team, an additional return condition applies, as specified below under the heading Return condition for participants employed in Sweden and the executive management team.

The rationale for the proposal 

The rationale for the proposal is to create opportunities to increase retention and motivation among key employees in the group, and to increase the group’s ability to attract top talents to strategic positions. LTI 2023 has been designed so that the program includes both current and future employees. LTI 2023 rewards employees’ continued loyalty and thus the long-term value growth of the company. By offering Stock Units which are based on the fulfilment of defined profit based conditions, the participants are rewarded for increased shareholder value. As described below, the Stock Units vest in four installments on each of 31 May 2024, 2025, 2026 and 2027, respectively, which Tobii Dynavox deem create an appropriate incentive structure throughout LTI 2023. After these considerations, the Board of Directors considers that LTI 2023 will have a positive effect on the future development of the Tobii Dynavox group and will consequently be beneficial for both the company and its shareholders.

Vesting condition for all participants

The last date for allotment of Stock Units pursuant to LTI 2023 shall be the day before the annual general meeting in Tobii Dynavox 2024. The allocated Stock Units will vest in four annual installments during the period from the start of LTI 2023 and up to and including 31 May 2027. One fourth (1/4) of the allocated Stock Units shall be deemed vested on each of 31 May 2024, 2025, 2026 and 2027, respectively (each a “Vesting Date”). Stock Units will vest provided that the participant, with certain exceptions, from the start of LTI 2023 for each participant up to and including the respective Vesting Date, is still employed within the Tobii Dynavox group.

Return condition for participants employed in Sweden and the executive management team

In addition to the requirement of the participant’s continued employment in accordance with the above, the final number of Performance Shares shall also, for participants employed in Sweden at the time of allotment and participants in the executive management team, be conditional on the annual growth of the Operating Profit (EBIT) amounting to at least 10 per cent per year (the “Return”), calculated with financial year 2022 as base year up to and including 2026 (each year, a “Vesting Period”).

In the event that the Return does not reach the level described above during a Vesting Period, the Stock Units that are subject to vesting during such Vesting Period will not be considered vested. Such Stock Units will instead be eligible to vest at a later Vesting Date if the growth in Operating Profit (EBIT) during a later Vesting Period amounts to or exceeds the level described above. If the Return is higher than the above-described level during for example the first Vesting Period, but lower during the second, third and/or fourth Vesting Period, Stock Units will still vest if the Return during a later Vesting Period, or in the end of LTI 2023, is not less than the above described level.

The Stock Units

The Stock Units shall, in addition to what is set out above, be governed by the following terms and conditions:

• The Stock Units are allotted free of charge no later than the day before the annual general meeting in Tobii Dynavox 2024.
• The Stock Units may not be transferred or pledged.
• In order to align the interests of the participants and the shareholders’, the company will compensate the participants for dividends paid by recalculating the number of Performance Shares that each unvested Stock Unit entitle to after the Vesting Period.

Allotment

The participants are divided into three categories; the CEO, the Executive management team & key employees and Other participants. The number of Stock Units a participant may be allocated is subject to which category such participant belongs. The allocation within each category is illustrated in the table below.

In total, a maximum of 795,000 Stock Units may be allocated to the participants in LTI 2023. The total maximum number of Stock Units per participant is higher than the total maximum number of Stock Units which are possible to allocate within each category to allow for flexibility in the detailed distribution within each category. Thus, the above described maximum number of Stock Units may not be allocated in all categories and the table above only describe the maximum outcome for each category but in total no more than a maximum of 795,000 Stock Units will be allocated under LTI 2023. Stock Units can be issued by the company or other group companies.

Preparation of the proposal, design and administration

In accordance with guidelines provided by the Board of Directors, LTI 2023 has been prepared by the company’s remuneration committee together with external advisors and has been reviewed at the meeting of the Board of Directors held in April 2023.

The Board of Directors shall be responsible for preparing the detailed design and administration of LTI 2023, subject to the stipulated terms and guidelines, including provisions on recalculation in the event of changes in Tobii Dynavox’s capital structure such as an in-between bonus issue, reverse share split, share split, rights issue and/or similar events. In connection therewith, the Board of Directors shall be entitled to make adjustments to meet specific foreign regulations or market conditions. If significant changes in the Tobii Dynavox group or in its environment would result in a situation where the adopted terms and conditions for allocation and vesting of Stock Units pursuant to LTI 2023 no longer are appropriate, the Board of Directors shall be entitled to make other adjustment including, among other changes, that adjustments may be decided with respect to the terms and conditions for measuring the Performance Conditions applicable to certain participants as stated above. Prior to the Board of Directors’ determination of the vesting and settlement in accordance with the terms and conditions for the Stock Units, the Board of Directors shall assess if the outcome of LTI 2023 is reasonable. This assessment is made in relation to the company’s financial result and position, the conditions on the stock market and in general. If the Board of Directors, in its assessment, deems that the outcome is unreasonable, the Board of Directors shall decrease the number of ordinary shares allocated.

Costs and effects on key ratios

Assuming a share price of SEK 26.50 at the time of allocation and a maximum outcome for LTI 2023 and an average annual increase in the share price of 5 per cent, the cost, including estimated charges for social contributions and including costs related to hedging arrangements, is estimated to amount to approximately SEK 25 million during the full four-year period. The cost corresponds to approximately 4 per cent of the payroll expense for the Tobii Dynavox group 2022. The aggregated maximum cost for the company depends on the development in value of the Tobii Dynavox share price. The market value of the Stock Units is calculated to be SEK 14 million. The market value has been determined by Optio Incentives and is calculated according to a so-called Monte Carlo-simulation.

LTI 2023 will be reported in accordance with IFRS 2, which means that the Stock Units will be expensed as personnel costs and accrued over the Vesting Period.

Dilution of existing shares and votes

Since LTI 2023 is proposed to be hedged through a so-called equity swap agreement as set out below, the incentive program will not entail any dilution for the shareholders. At maximum allotment of Stock Units, the number of shares to be delivered in LTI 2023 amounts to 795,000 ordinary shares in Tobii Dynavox, corresponding to approximately 0.76 per cent of the share capital and votes (calculated based on 104,851,201 outstanding ordinary shares in Tobii Dynavox as of 31 March 2023).

Outstanding incentive programs

Tobii Dynavox currently has three outstanding long term incentive programs. Two of these are based on performance based share rights which originally were adopted by Tobii AB’s annual general meetings held in 2020 and 2021 which, following resolutions by the extraordinary general meeting in Tobii Dynavox held 5 November 2021, were exchanged for two new incentive programs in Tobii Dynavox (“LTI 2020” and “LTI 2021”) on the corresponding terms and conditions as the previous programs but adjusted to reflect the separation between Tobii AB and Tobii Dynavox. LTI 2020 and LTI 2021 consists of stock units and, as for LTI 2020, synthetic stock units, where a stock unit entitles the participant to, subject to certain conditions being met, receive one performance share free of charge. The annual general meeting 2022 resolved to adopt a long term incentive program consisting of share rights entitling the participant, provided that certain conditions are met, to receive one performance share free of charge (“LTI 2022”). Further information about the incentive program is available in Tobii Dynavox’s annual report 2022 and on the company’s website, https://investors.tobiidynavox.com/.

Resolution on equity swap agreement with a third party (item 14b)

To ensure delivery of shares under LTI 2023, the Board of Directors proposes that the annual general meeting resolves that Tobii Dynavox can enter into an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party in its own name shall be entitled to acquire and transfer common shares in Tobii Dynavox to the participants in LTI 2023.

Proposal for resolutions on hedging arrangements for LTI 2020, LTI 2021 and LTI 2022 (item 15)

To ensure delivery of shares under LTI 2020, LTI 2021 and LTI 2022, that in total may entitle the participants to 1,277,029 ordinary shares, the Board of Directors proposes that the annual general meeting resolves that Tobii Dynavox can enter into an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party in its own name shall be entitled to acquire and transfer common shares in Tobii Dynavox to the participants in LTI 2020, LTI 2021 and LTI 2022.

Proposal for resolution regarding authorisation for the Board of Directors to resolve to issue new shares (item 16)

The Board of Directors proposes that the annual general meeting authorises the Board of Directors, during the period until the annual general meeting 2024 on one or more occasions, to, with deviation from the shareholders’ preferential rights, against payment in cash or against payment by set-off or in kind, or otherwise subject to conditions, issue new shares, provided that such issues do not result in an increase in the company’s registered share capital or the number of shares in the company by more than a total of 10 percent. The purpose of the authorisation is to increase the financial flexibility in the company and the margins of maneuver for the Board of Directors as well as potentially increase the number of shareholders of the company and make acquisitions.

Majority requirements

Resolution in accordance with item 16 requires approval of at least two thirds (2/3) of the shares represented and votes cast at the general meeting.

Authorisation

The CEO, or anyone appointed by the CEO, shall be authorised to make the minor adjustments in the annual general meeting’s resolutions that may be required in connection with registration at the Swedish Companies Registration Office or due to other formal requirements.

Other

The annual report, the auditor’s report, the remuneration report and the auditor’s statement pursuant to Chapter 8 Section 54 of the Swedish Companies will not later than on 19 April 2023 be held available at Tobii Dynavox AB (publ) office at Karlsrovägen 2D, 182 53 Danderyd, Sweden, and on the company’s website, https://investors.tobiidynavox.com/, and will be sent to the shareholders who so request and inform the company of their postal address. The Nomination Committee’s full proposals and motivated statement are available on the above mentioned address and website. Tobii Dynavox has its registered office in Danderyds kommun and the company’s corporate registration number is 556914-7563.

Processing of personal data

For information on how your personal data is processed, please see the integrity policy that is available at Euroclear’s webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Danderyd, April 2023

Tobii Dynavox AB (publ)

The Board of Directors

Contact

Linda Tybring, CFO, Tobii Dynavox, phone: +46 (0) 7068 14 980, email:  linda.tybring@tobiidynavox.com 

About Tobii Dynavox

Tobii Dynavox is the global leader in assistive communication. Our custom designed solutions enable people with disabilities such as cerebral palsy, ALS, autism and spinal cord injury to communicate with a voice of their own, develop literacy skills and live more independently. To date, hundreds of thousands of people worldwide have benefited from our integrated solutions, which include hardware, software, clinically developed language systems, special education tools, training, and dedicated support. Using AI-based speech synthesis, we offer users a personalized voice identity in over 30 languages, for children and adults. We offer an extensive funding support system to reach as many people as possible. Headquartered in Sweden, Tobii Dynavox employs over 600 people with offices in the US, the UK, Ireland, Norway, Denmark, Belgium, France and China, and reselling partners in 60+ countries. For more information, please visit our website: Tobii Dynavox Investor Relations