Bulletin from Annual General Meeting in Tobii AB (publ) on May 9, 2017

The following decisions were passed at the Annual General Meeting (the “AGM”) in Tobii AB (publ) on May 9, 2017. 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 decided to adopt the income statement and balance sheet, consolidated income statement and balance sheet for 2016. Furthermore, it was decided that the company’s results shall be carried forward and thus no dividend will be distributed. The AGM also decided 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 auditors
The AGM decided that the number of board members, appointed by the shareholders’ meeting, should be six without deputies. Kent Sander, John Elvesjö, Nils Bernhard, Åsa Hedin, Heli Arantola and Jan Wäreby were re-elected as members of the board. Kent Sander was re-elected chairman of the board.

The AGM decided that the number of auditors shall be one without deputies. PricewaterhouseCoopers AB was re-elected as the company’s auditor with Magnus Brändström as auditor in charge.

The AGM decided that the remuneration to the board of directors shall amount to SEK 1,539,000 to be allocated with SEK 500,000 to the chairman of the board and SEK 200,000 to each other member of the board of directors. Remuneration for committee work shall be paid with in total a maximum of SEK 239,000, whereof SEK 160,000 shall be allocated to the audit committee (whereof SEK 80,000 to the chairman of the committee and SEK 40,000 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 on current account.

Resolution regarding the nomination committee and guidelines for remuneration and other terms of employment for the group management The AGM decided 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 decided 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 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 per cent. The purpose of the authorization is to enable the board to make acquisitions of companies and products.

Resolution regarding incentive program 2017 and issue of warrants

The AGM decided 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 year after which the holder is entitled to exercise the employee stock options to subscribe for shares until May 31, 2027. The resolution also included a resolution to issue not more than 969,000 warrants, of which not more than 800,000 may be issued in Series 1 and not more than 169,000 warrants may be issued in Series 2.