Bulletin from Annual General Meeting in Tobii AB (publ) on May 26, 2023

Press release

Stockholm, May 26, 2023

The following resolutions were passed at the Annual General Meeting in Tobii AB (publ) on May 26, 2023. The board of directors’ complete proposals have previously been published and is available at the company’s website.

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 2022. 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 2022 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 six without deputies. The Annual General Meeting
re-elected Mats Backman, Henrik Eskilsson, Charlotta Falvin, Jörgen Lantto, Per Norman and Jan Wäreby as members of the Board of Directors. Per Norman was re-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 2,165,000 to be allocated with SEK 750,000 to the chairman of the Board of Directors and SEK 270,000 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 335,000, whereof SEK 245,000 shall be allocated to the audit committee (whereof SEK 125,000 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 2023

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 1,075,000 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 regarding amendment to the articles of association
The Annual General Meeting resolved in accordance with the Board of Directors’ proposal to insert a new section in the articles of association, allowing the Board of Directors to collect powers of attorney in accordance with the procedure described in the Swedish Companies Act and allowing the board of directors to decide that shareholders shall have the right to provide their votes by post before a general meeting.