Bulletin from Extraordinary General Meeting in Tobii AB (publ) on October 25, 2021
The Extraordinary General Meeting in Tobii AB (publ), held on October 25, 2021, has resolved upon, inter alia, the following. The Extraordinary General Meeting was carried out through advance voting, without the physical presence of shareholders, proxies and third parties. The Board of Directors’ complete proposals have previously been published and are available at the company’s website, www.tobii.com.
Resolution on distribution of all shares in Tobii Dynavox AB
The Extraordinary General Meeting resolved, in accordance with the Board of Directors’ proposal, that all common shares in the wholly-owned subsidiary Tobii Dynavox AB shall be distributed to Tobii AB’s common shareholders, whereby one common share in Tobii entitles to one common share in Tobii Dynavox AB.
The Extraordinary General Meeting further resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to determine the record date for the right to receive common shares in Tobii Dynavox AB.
Resolutions on exchange of the incentive programs adopted at the annual general meeting held on 12 May 2020 and the extraordinary general meeting held on 21 June 2021
The Extraordinary General Meeting resolved, in accordance with the Board of Directors’ proposal, subject to the completion of the distribution of all shares in Tobii Dynavox AB, to adopt a new long-term incentive program replacing the long-term incentive program for employees and consultants with similar terms and conditions as permanent employees within the Tobii group adopted at the annual general meeting held on 12 May 2020 (the “New LTI 2020”), meaning that a maximum of 94 individuals may participate. The participants in the New LTI 2020 will be allotted restricted stock units, entailing the right to, subject to certain conditions being met, receive common shares in the company free of charge. The participants will also be allotted synthetic restricted stock units, entailing the right to, subject to certain conditions being met, receive a cash payment corresponding to the value of one ordinary share at the time of settlement. Under the New LTI 2020, a maximum of 1,458,300 may be allocated to participants.
The Extraordinary General Meeting further resolved, in accordance with the Board of Directors’ proposal, subject to the completion of the distribution of all shares in Tobii Dynavox AB, to adopt a new long-term incentive program replacing the long-term incentive program for employees and consultants with similar terms and conditions as permanent employees within the Tobii group adopted at the extraordinary general meeting held on 21 June 2021 (the “New LTI 2021”), meaning that a maximum of 125 individuals may participate. The participants in the New LTI 2021 will be allotted synthetic restricted stock units, entailing the right to, subject to certain conditions being met, receive common shares in the company free of charge. Under the New LTI 2021, a maximum of 1,005,900 may be allocated to participants.
The Extraordinary General Meeting further resolved, in accordance with the Board of Directors’ proposal, subject to the completion of the distribution of all shares in Tobii Dynavox AB, to adopt certain hedging arrangements to ensure the delivery of shares at the end of the program. The hedging arrangements entails that the 900,000 class C shares issued as hedge for the previous incentive programs may be used to ensure the delivery of shares to the participants in the New LTI 2020 and the New LTI 2021, that the Board of Directors is authorised to issue a maximum of 2,074,000 class C shares, that the Board of Directors is authorised to repurchase issued class C shares and that the repurchased shares, following the re-classification into ordinary shares, may be transferred to participants under the program to cover social contributions.
Determination of number of members and deputy members of the Board of Directors
The Extraordinary General Meeting resolved, in accordance with the nomination committee’s proposal, that the Board of Directors shall continue to consist of seven members and no deputies.
Determination of remuneration to the Board of Directors
The Extraordinary General Meeting resolved, in accordance with the nomination committee’s proposal, that the remuneration to the members of the Board of Directors and the committees resolved at the annual general meeting 2021 shall continue to apply and shall, if applicable, be distributed pro rata to the chairman and the ordinary members of the Board of Directors, respectively, elected by each general meeting.
Election of new member of the Board of Directors
Åsa Hedin resigned from the Board of Directors in connection with the extraordinary general meeting. The Extraordinary General Meeting therefore resolved, in accordance with the nomination committee’s proposal, to elect Henrik Eskilsson as new member of the Board of Directors. Kent Sander, Heli Arantola, Nils Bernhard, Jan Wäreby, Charlotta Falvin and Jörgen Lantto remain as members of the Board of Directors with Kent Sander as chairman.
Kontakt
Henrik Mawby, Head of Investor Relations, Tobii Group, tel: +46 (0) 72 219 82 15, e-post: henrik.mawby@tobii.com
About Tobii
Tobii is the global leader in eye-tracking technology and solutions, targeting application areas such as scientific studies & research, healthcare, education and training, gaming, extended reality (VR & AR), and automotive. Our mission is to build technology that understands human attention and intent for a better future — what we call attention computing. Tobii also operates Tobii Dynavox, the world's largest supplier of communication aids for individuals with disabilities. Tobii Dynavox´s solutions with hardware, software and comprehensive services enable people with disabilities to communicate and live more independent lives. Tobii’s eye-tracking equipment is used by thousands of enterprises and research institutes around the globe, including 99 of the world’s top 100 universities. Headquartered in Sweden, Tobii is listed on Nasdaq Stockholm (TOBII). For more information: www.tobii.com.