The following resolutions were passed at the Annual General Meeting (the “AGM”) in Tobii AB (publ) on May 8, 2018. The board of directors’ complete proposals have previously been published and are available at the company’s website, www.tobii.com.
Approval of the annual report, appropriation of result and discharge from liability
The AGM resolved to adopt the income statement and balance sheet, consolidated income statement and balance sheet for 2017. Furthermore, it was resolved that the company’s results shall be carried forward and thus no dividend will be distributed. The AGM also resolved to discharge the board members and the managing director from liability.
Number of board members and auditors, election of board members and auditors and fees to the board members and auditor
The AGM resolved that the number of board members, appointed by the shareholders’ meeting, should be seven without deputies. Kent Sander, John Elvesjö, Nils Bernhard, Åsa Hedin, Heli Arantola and Jan Wäreby were re-elected as members of the board. Charlotta Falvin was elected as a new member of the board. Kent Sander was re-elected chairman of the board.
The AGM resolved that the number of auditors shall be one without deputies. PricewaterhouseCoopers AB was re-elected as the company’s auditor.
The AGM resolved that the remuneration to the board of directors shall be allocated with SEK 530,000 to the chairman of the board and SEK 210,000 to each other member of the board of directors not employed by the company. Remuneration for committee work shall be paid with SEK 90,000 to the chairman of the audit committee and SEK 45,000 to each of the other two members of the audit committee and SEK 37,000 to the chairman of the remuneration committee and SEK 21,000 to each of the other two members of the remuneration committee. Remuneration to the auditor will be on current account.
Resolution regarding the nomination committee and guidelines for remuneration and other terms of employment for the group management
The AGM resolved in accordance with the proposed principles for the appointment of the nomination committee and the board of directors’ proposal regarding guidelines for remuneration and other terms of employment for the group management.
Resolution regarding authorization for the board of directors to resolve to issue new shares
The AGM resolved in accordance with the board of directors’ proposal regarding authorization for the board of directors to resolve to issue new shares, meaning that the board of directors is authorized to resolve to issue of new shares on one or several occasions until the next annual general meeting, without preferential rights for the shareholders, against payment in cash, through set-off or in kind. However, such issue of shares must never result in the company’s issued share capital or the number of shares in the company at any time, being increased by more than a total of 10 percent. The purpose of the authorization is to enable the board to make acquisitions of companies and products.
Resolution regarding incentive program 2018 and issue of warrants
The AGM resolved in accordance with the board of directors’ proposal regarding implementation of a long-term incentive program for employees within the Tobii group. The incentive program comprises two series. Series 1 consists of warrants to be transferred to employees and the warrants have a vesting period of at least 3 years after which the holders is entitled to exercise the warrants to subscribe for shares during a period of six months. Series 2 comprise of employee stock options vested linearly over a period of 3.5-4 years. The employee stock options may, following such vesting, be exercised for subscription of shares until 31 May 2028. The resolution also included a resolution to issue not more than 1,450,000 warrants, of which not more than 1,000,000 may be issued in Series 1 and not more than 450,000 warrants may be issued in Series 2.
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 smartphones. Tobii is headquartered in Sweden and is listed on Nasdaq Stockholm (TOBII). The group has about 1,000 employees. For more information, please visit www.tobii.com.