Bulletin from annual general meeting in Tobii Dynavox AB (publ) on 19 May 2022

Tobii Dynavox AB (publ) has held its annual general meeting today on 19 May 2022. The annual general meeting was carried out through advance voting only, without the physical presence of shareholders, proxies and third parties. The meeting resolved in accordance with all proposals presented by the Board of Directors and the Nomination Committee. 

Approval of the annual report, allocation of profits or losses and discharge from liability 
The annual general meeting resolved to adopt the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for 2021 and resolved that the company’s results shall be carried forward and thus that no dividends shall be paid to the shareholders. The annual general meeting also resolved to discharge the members of the Board of Directors and the CEO from liability. 

Number of members of the Board of Directors and auditors, election of members of the Bord of Directors and auditors and fees to the members of the Board of Directors and the auditor 
The annual general meeting resolved, in accordance with the Nomination Committee’s proposal, that the number of members of the Board of Directors shall be five without deputy members. Carl Bandhold, Henrik Eskilsson, Charlotta Falvin, Åsa Hedin and Caroline Ingre were re-elected as members of the Board of Directors. Åsa Hedin was re-elected as chairman of the Board of Directors. 

The annual general meeting resolved, in accordance with the Nomination Committee’s proposal, that the number of auditors shall be one authorised accounting firm. The accounting firm PricewaterhouseCoopers AB was re-elected as auditor, and it was noted that Camilla Samuelsson will be appointed auditor in charge. The annual general meeting further resolved, in accordance with the Nomination Committee’s proposal, that the fees to the Board of Directors shall amount to SEK 1,700,000 to be allocated with SEK 680,000 to the chairman of the Board of Directors and SEK 255,000 to each other member of the Board of Directors not employed by the company. Remuneration for committee work shall be paid with a maximum total of SEK 335,000, whereof SEK 245,000 shall be allocated to the audit committee (whereof SEK 125,000 to the chairman of the committee and SEK 60,000 to each of the other two members) and SEK 90,000 to the remuneration committee (whereof SEK 40,000 to the chairman of the committee and SEK 25,000 to each of the other two members). The annual general meeting further resolved, in accordance with the Nomination Committee’s proposal, that fees to the auditors shall be paid as per approved current account. 

Approval of the Board of Directors’ remuneration report 
The annual general meeting approved the Board of Directors’ remuneration report.  

Resolutions regarding incentive program 2022 and hedging arrangements  
The annual general meeting resolved, in accordance with the Board of Directors’ proposal, to implement a new long-term incentive program for employees within the Tobii Dynavox group (“LTI 2022”) and to adopt certain hedging arrangements to ensure the delivery of shares to participants in LTI 2022 at the end of the program. The adoption of hedging arrangements included resolutions to authorise the Board of Directors to resolve on a new issue of no more than 854,369 class C shares and to repurchase own class C shares, transfer of own common shares to participants in LTI 2022 and authorisation for the Board of Directors to resolve on the sale of own common shares to ensure the company’s undertakings and to cover costs related to LTI 2020, LTI 2021 and LTI 2022. 

Resolutions on hedging arrangement for LTI 2020 and LTI 2021 
The annual general meeting resolved, in accordance with the Board of Directors’ proposal, to adopt certain hedging arrangements to ensure that also LTI 2020 and LTI 2021 are appropriately hedged. The adoption of hedging arrangements included resolutions to authorise the Board of Directors to resolve on a new issue of no more than 854,369 class C shares and to repurchase own class C shares, transfer of own common shares to participants in LTI 2022 and authorisation for the Board of Directors to resolve on the sale of own common shares to ensure the company’s undertakings and to cover costs related to LTI 2020, LTI 2021 and LTI 2022. 

Resolution regarding authorisation for the Board of Directors to resolve to issue new shares 
The annual general meeting resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors, during the period until the annual general meeting 2023 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.