Stockholm - The following resolutions were passed at the Annual General Meeting (the “AGM”) in Tobii AB (publ) on 9 May 2019. The board of directors’ complete proposals have previously been published and is 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 2018. 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 general meeting, should be eight without deputies. Kent Sander, Nils Bernhard, Åsa Hedin, Heli Arantola, Jan Wäreby and Charlotta Falvin were re-elected as members of the board. Jörgen Lantto and Mårten Skogö were elected as new members 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 amount to SEK 2,429,000 to be allocated with SEK 575,000 to the chairman of the board and SEK 225,000 to each other member of the board of directors not employed by the company. Remuneration for committee work shall be paid with in total a maximum of SEK 279,000, whereof SEK 200,000 shall be allocated to the audit committee (whereof SEK 100,000 to the chairman of the committee and SEK 50,000 to each of the other two members) and SEK 79,000 to the remuneration committee (whereof SEK 37,000 to the chairman of the committee and SEK 21,000 to each of the other two members). Remuneration to the auditor will be as per approved current account.
Resolution regarding guidelines for remuneration and other terms of employment for the group management
The AGM resolved in accordance with 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 programme 2019 and issue of warrants
The AGM resolved in accordance with the board of directors’ proposal regarding implementation of a long-term incentive programme for employees and consultants with similar terms and conditions of employment within the Tobii group. The incentive programme comprises two series. Series 1 consists of warrants to be transferred to employees and consultants with similar terms and conditions of employment 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 2029. The resolution also included a resolution to issue not more than 1,260,000 warrants, of which not more than 1,000,000 may be transferred in Series 1 and not more than 600,000 warrants may be transferred 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 3,500 companies and 2,500 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, augmented 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.