The board of directors of Tobii has resolved on a fully guaranteed rights issue

THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN TOBII AB (PUBL). SEE ALSO THE SECTION “IMPORTANT INFORMATION” BELOW IN THIS DOCUMENT.

The board of directors of Tobii AB (publ) (“Tobii” or the “Company”) has today, by virtue of the authorization granted by the extraordinary general meeting on 4 March 2024, resolved on the previously announced rights issue of 127,046,040 ordinary shares, with preferential rights for the Company’s ordinary shareholders (the “Rights Issue”). The subscription price in the Rights Issue has been set to SEK 2.36 per new share and shareholders in Tobii as of the record date have preferential rights to subscribe for six (6) new shares per five (5) existing ordinary shares. The Rights Issue is fully covered by subscription undertakings and guarantee commitments.

Summary

• Current holders of ordinary shares in Tobii as of the record date 14 March 2024 will be allotted one (1) subscription right for each existing ordinary share, whereby five (5) subscription rights entitle to subscription of six (6) new ordinary shares, i.e. a subscription ratio of 6:5.
• A total of not more than 127,046,040 ordinary shares will be issued, entailing an increase of the Company’s share capital by not more than SEK 921,964.70.
• The subscription price is SEK 2.36 per new share, corresponding to total issue proceeds of not more than approximately SEK 300 million before deduction of transaction costs related to the Rights Issue.
• The record date for the Rights Issue is 14 March 2024 and the subscription period runs from and including 18 March 2024 up to and including 2 April 2024.
• The last day of trading in ordinary shares including the right to participate in the Rights Issue is 12 March 2024.
• Lannebo Fonder, Öhman Fonder, Tecoma AB as well as management, board of directors and founders[1] of Tobii have undertaken to subscribe for their pro rata share of the Rights Issue, corresponding to SEK 77 million.
• The remaining SEK 223 million is covered by guarantee undertakings, including in total SEK 50 million from the three founders[2] of Tobii, and SEK 173 million from external guarantors.
• The Rights Issue is thus fully covered by subscription undertakings and guarantee commitments.

Terms for the Rights Issue

Shareholders of ordinary shares, which on the record date 14 March 2024 are registered as shareholders in Tobii in the share register maintained by Euroclear Sweden AB, have preferential rights to subscribe for ordinary shares in relation to the number of ordinary shares held on the record date. Shareholders of ordinary shares will receive one (1) subscription right for each ordinary share held on the record date, whereby five (5) subscription rights entitle to subscription of six (6) new ordinary shares. Thus, a total of not more than 127,046,040 ordinary shares will be issued, entailing an increase of the Company’s share capital by not more than SEK 921,964.70. The subscription price is SEK 2.36 per new share, corresponding to a total issue proceed of not more than approximately SEK 300 million before deduction of transaction costs related to the Rights Issue.

Should all new shares not be subscribed for by virtue of Subscription Rights, the board of directors shall decide on allocation of new shares without exercise of Subscription Rights. Allocation will then be made as follows. Firstly, allotment shall be made to those who have applied for subscription and subscribed for new shares by virtue of Subscription Rights, regardless if the acquirer was a shareholder on the record date or not, and in the event of oversubscription, in relation to the number of Subscription Rights each have exercised for subscription of New Shares. Secondly, allotment shall be made to others who have applied for subscription without exercise of Subscription Rights, and in the event of oversubscription, in relation to the number of new shares specified in the respective subscription registration and, to the extent that this is not possible, through random selection. Thirdly and last, allotment of ordinary shares subscribed for without exercise of Subscription Rights shall be made to those who through an agreement have entered into guarantee commitments in its capacity as guarantor, and in the event that allotment to these cannot be made in full, in relation to the amount that each has guaranteed for subscription and, to the extent that this cannot be done, through random selection. The record date for determining which shareholders are entitled to subscribe for new shares is 14 March 2024. The ordinary shares are traded including right to participate in the Rights Issue up until 12 March 2024. The subscription period is expected to run between 18 March 2024 and 2 April 2024. Trading in subscription rights is expected to take place on Nasdaq Stockholm between 18 March 2024 and 26 March 2024, and trading in paid subscribed shares (Sw. betald tecknad aktie ”BTA”) is expected to occur between 18 March 2024 and 9 April 2024.

The Company’s board of directors will apply for admission to trading of the new ordinary shares on Nasdaq Stockholm. First day of trading is expected to be 15 April 2024.

Shareholders not participating in the Rights Issue will be subject to a dilutive effect corresponding to approximately 54 percent upon full subscription in the Rights Issue. However, the shareholders have the possibility to partly be financially compensated for this dilution by selling their subscription rights.

Timetable for the Rights Issue

4 March 2024	Extraordinary General Meeting resolved to grant the board authorization to resolve on the Rights Issue
6 March 2024	Announcement of the resolution on the Rights Issue
12 March 2024	Last day of trading including the right to receive subscription rights
14 March 2024	Record date for participation in the Rights Issue with preferential rights
14 March 2024	Publication of prospectus
18-26 March 2024	Trading in subscription rights
18 March – 2 April 2024	Subscription period
18 March – 9 April 2024	Trading in paid subscribed shares (BTA)
3 April 2024	Announcement of the final outcome of the Rights Issue

The prospectus will contain complete information about the Rights Issue.

Prospectus

A prospectus relating to the Rights Issue is intended to be made available on 14 March 2024 on Tobii’s website https://corporate.tobii.com/investors/rights-issue-2024 and on Carnegie’s website, www.carnegie.se.

Advisors

Carnegie Investment Bank AB (publ) is acting as financial advisor to Tobii in relation to the Rights Issue. Advokatfirman Vinge KB is acting as legal advisor to Tobii in relation to the Rights Issue.

For more information, please contact:

Carolina Strömlid, Head of Investor Relations, Tobii AB, phone: +46 (0)70 880 71 73, email: [email protected]

This information is information that Tobii AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on March 6, 2024, at 22.15 CET.

About Tobii

Tobii is the global leader in eye tracking and pioneer of attention computing. We are on a mission to improve the world with technology that understands human attention and intent. Creating tech for a better future, our technologies and solutions apply to areas such as behavioral studies and research, healthcare, education and training, gaming, extended reality, automotive, and many more. Tobii's eye tracking is used by thousands of enterprises, universities, and research institutes around the globe. Headquartered in Sweden, Tobii is listed on Nasdaq Stockholm (TOBII). For more information: www.tobii.com

IMPORTANT INFORMATION

Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where the press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Tobii AB (publ) (the “Company”) in any jurisdiction, either from the Company or from anyone else.

This press release is not a prospectus according to the definition in Regulation (EU) 2017/2019 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company’s website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority.

This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (“Securities Act”), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.

Forward-looking statements

This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “implies”, “should”, “could” and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq Stockholm Rulebook.

Potential investors should not put undue trust in the forward-looking statements herein, and potential investors are strongly recommended to read the sections in the prospectus that include a more detailed description of the factors that can affect the Company’s business and its associated market.