Tobii summons to Extraordinary General Meeting

Tobii AB (publ) hereby summons to an Extraordinary General Meeting on Monday 4 March 2024 at 10:00 at Tobii’s head office, Karlsrovägen 2D, SE-182 53 Danderyd, Sweden.

Registration and notification of participation

Shareholders who wish to participate in the Extraordinary General Meeting must (i) be recorded in the share register prepared by Euroclear Sweden AB relating to the circumstances on 23 February 2024 and (ii) notify its intention to participate in the Extraordinary General Meeting no later than 27 February 2024. The notification shall be via e-mail: generalmeeting@tobii.com, or in writing to Tobii AB (publ), att. Carolina Strömlid, Box 743, SE-182 17 Danderyd, Sweden. The notification should state the name, personal/corporate identity number, address, telephone number and shareholding and, when applicable, information about representatives, counsels and assistants.

To be entitled to participate in the Extraordinary General Meeting, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the shareholders’ register as of 23 February 2024. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and such time in advance as the nominee determines. Voting right registrations completed not later than the second banking day after 23 February 2024 are taken into account when preparing the register of shareholders.

Advance voting

The shareholders may exercise their voting rights at the Extraordinary General Meeting by voting in advance, so-called postal voting in accordance with Tobii’s Articles of Association. A special form shall be used for advance voting. The form is available on Tobii’s website, www.tobii.com. A shareholder who wishes to participate in the Extraordinary General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Registration and notification of participation above. This means that a notification by postal vote is not sufficient for a person who wishes to participate at the venue.

The completed voting form must be received by Tobii no later than Tuesday 27 February 2024. The form may be submitted via e-mail to generalmeeting@tobii.com or by post to Tobii AB (publ), att. Carolina Strömlid, Box 743, SE-182 17 Danderyd, Sweden. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid.

Further instructions and conditions are included in the form for advance voting.

Proxy etc.

Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the power of attorney is issued on behalf of the proxy or, should the right to vote for the shares be divided among different representatives, the representatives, together with information on the number of shares each representative is entitled to vote for. The proxy is valid for one year from the issuance or the longer period of validity stated in the proxy, however not more than five years from the issuance. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorisation documents, evidencing the authority to issue the proxy, shall be enclosed. The power of attorney in original and, where applicable, the registration certificate, should be submitted to the company by mail at the address set forth above well in advance of the Extraordinary General Meeting. A proxy form is available on the company’s website, www.tobii.com, and will also be sent to shareholders that so request and inform the company of their postal address.

Right to request information

Shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).

Number of shares and votes

There are, as of the day of this notice, a total number of 108,359,645 shares in Tobii AB (publ), whereof 106,182,266 ordinary shares and 2,177,379 class C shares, corresponding to a total of 106,400,003.9 votes. The company’s own holding of shares amounts to 310,562 ordinary shares and 2,177,379 class C shares. The company may not vote its own shares.

Proposed agenda

1. Opening of the Extraordinary General Meeting and election of a chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to approve the minutes of the meeting.
5. Determination of whether the Extraordinary General Meeting has been duly convened.
6. Proposal for resolution to amend the Articles of Association.
7. Proposal for resolution regarding authorisation for the Board of Directors to resolve on new issues of ordinary shares.
8. Closing of the Extraordinary General Meeting.

Election of a chairman of the meeting (item 1)

The Board of Directors proposes that Rikard Lindahl, member of the Swedish Bar Association, from Advokatfirman Vinge, or, if he has an impediment to attend, the person proposed by the Board of Directors, is elected as chairman of the Extraordinary General Meeting.

Proposal for resolution to amend the Articles of Association (item 6)

The Board of Directors proposes that the Extraordinary General Meeting resolves to amend § 4 and § 5 of the Articles of Association as set out below. The resolution is conditional upon, and shall be submitted for registration with the Swedish Companies Registration Office after the company has resolved on a new issue of shares on the basis of and subject to the adoption by the Extraordinary General Meeting, of the proposal for an authorization to issue shares in accordance with item 7 below.

Proposal for resolution regarding authorisation for the Board of Directors to resolve on new issues of ordinary shares (item 7)

The Board of Directors proposes that the Extraordinary General Meeting resolves to authorise the Board of Directors to, on one or more occasions, during the period until the next Annual General Meeting, resolve on issues of new ordinary shares with preferential rights for the company’s existing shareholders. The company’s share capital and number of shares may, by virtue of the authorisation, be increased with an amount and number, respectively, that falls within the limits of the, at any time registered, articles of association, the aggregated issue proceed may however not exceed approximately SEK 300 million. Issues may be made against cash payment and/or through set-off, or otherwise be subject to conditions.

The Board of Directors also proposes that the Board of Directors, or the person appointed by the Board of Directors, shall be entitled to make the minor changes to the resolution of the General Meeting that may be required in connection with registration with the Swedish Companies Registration Office (Sw. Bolagsverket) or for other administrative reasons.

Special majority requirements

A resolution in accordance with item 6 above requires the approval of at least two thirds (2/3) of the shares represented and votes cast at the Extraordinary General Meeting.

Documentation etc.

Documents pursuant to the Swedish Companies Act shall be made available at the office of Tobii AB (publ), address Karlsrovägen 2D, SE-182 53 Danderyd, Sweden, and on the company’s website, www.tobii.com, and will be sent to shareholders who so request and inform the company of their postal address. Tobii’s corporate registration number is 556613-9654.

Processing of personal data

For information on how your personal data is processed, please see the integrity policy that is available at Euroclear’s webpage.

Danderyd, February 2024

Tobii AB (publ)

The Board of Directors