The following resolutions were passed at the Annual General Meeting in Tobii AB (publ) on May 25, 2022. The Annual General Meeting was carried out through advance voting only, without the physical presence of shareholders, proxies and third parties. The Annual General Meeting resolved in accordance with all proposals submitted by the Board of Directors and the Nomination Committee.
Approval of the annual report, appropriation of result and discharge from liability
The Annual General Meeting resolved to adopt the income statement and balance sheet, consolidated income statement and balance sheet for 2021. Furthermore, it was resolved that the company’s results shall be carried forward and thus no dividend will be distributed. The Annual General Meeting also resolved to discharge all individuals who during 2021 had served as board members and CEO from liability.
Number of members of the Board of Directors and auditors, election of members of the Board of Directors and auditors and fees to the members of the Board of Directors and auditor
The Annual General Meeting resolved that the number of members of the Board of Directors, appointed by the Annual General Meeting, should be seven without deputies. The Annual General Meeting re-elected Heli Arantola, Henrik Eskilsson, Charlotta Falvin, Jörgen Lantto and Jan Wäreby as members of the Board of Directors and Mats Backman and Per Norman was elected as members the Board of Directors. Per Norman was elected chairman of the Board of Directors.
The Annual General Meeting resolved that the number of auditors shall be one without deputies. PricewaterhouseCoopers AB was re-elected as the company’s auditor.
The Annual General Meeting resolved that the remuneration to the Board of Directors shall amount to SEK 2,285,000 to be allocated with SEK 725,000 to the chairman of the Board of Directors and SEK 260,000 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 330,000, whereof SEK 240,000 shall be allocated to the audit committee (whereof SEK 120,000 to the chairman of the committee and SEK 60,000 to each of the other two members) and SEK 90,000 to the compensation committee (whereof SEK 40,000 to the chairman of the committee and SEK 25,000 to each of the other two members). Remuneration to the auditor will be paid as per approved current account.
Presentation of the Board of Directors’ remuneration report for approval
The Board of Directors’ remuneration report was approved.
Resolution regarding authorization for the Board of Directors to resolve to issue new shares
The Annual General Meeting 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, or otherwise on special conditions. 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 increase the financial flexibility of the company and the acting scope of the Board of Directors as well as to potentially broaden the shareholder base.
Resolution regarding incentive program 2022
The Annual General Meeting resolved in accordance with the Board of Directors’ proposal regarding the adoption of a new long-term incentive program for employees and consultants with similar terms and conditions as permanent employees within the Tobii group, including resolutions to authorize the Board of Directors to resolve on the issuance of not more than 1,065,000 class C shares, authorization for the Board of Directors to resolve to repurchase own class C shares, authorization for the Board of Directors to resolve on the transfer of own ordinary shares and authorization for the Board of Directors to resolve on the sale of own ordinary shares.
Resolution on transfer of own shares issued and repurchased under incentive program originally adopted in 2020
The Annual General Meeting resolved in accordance with the Board of Directors’ proposal that the class C shares that the company has acquired to hedge the incentive program originally adopted 2020 (“LTI 2020”), after reclassification to ordinary shares, also may be transferred to hedge cash payments that arise due to LTI 2020. It was further resolved that no more than 437,254 ordinary shares shall be transferred on Nasdaq Stockholm, including through a financial intermediary, at a price within the registered price range at the relevant time, to cover any social contributions and cash payments arising as a result of LTI 2020.
Resolution regarding guidelines for executive remuneration
The Annual General Meeting resolved in accordance with the Board of Directors’ proposal regarding guidelines for executive remuneration.
Henrik Mawby, Head of Investor Relations, Tobii Group, phone: +44 (0)74 94 074 006, email: firstname.lastname@example.org
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 (VR, AR & MR), 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.