Bulletin from Annual General Meeting in Tobii AB (publ) on May 12, 2020

Stockholm - The following resolutions were passed at the Annual General Meeting in Tobii AB (publ) on May 12, 2020. 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 Annual General Meeting resolved to adopt the income statement and balance sheet, consolidated income statement and balance sheet for 2019. 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 the board members and the CEO from liability.

Number of board members and auditors, election of board members and auditors and fees to the board members and auditor
The Annual General Meeting resolved that the number of board members, appointed by the annual general meeting, should be eight without deputies. Kent Sander, Nils Bernhard, Åsa Hedin, Heli Arantola, Jan Wäreby, Charlotta Falvin, Jörgen Lantto and Mårten Skogö were re-elected as members of the Board of Directors. Kent Sander 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 remain unchanged from the previous year and amount to SEK 2,429,000 to be allocated with SEK 575,000 to the chairman of the Board of Directors 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 compensation 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 paid as per approved current account.

Resolution regarding guidelines for executive remuneration
The Annual General Meeting resolved in accordance with the Board of Directors’ proposal regarding guidelines for executive remuneration.

Resolution regarding the amendment of the articles of association
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to amend the articles of association.

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 enable the Board of Directors to make acquisitions of companies and products.

Resolution regarding incentive program 2020
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, regarding implementation of a new long-term incentive program for employees and consultants with similar terms and conditions as permanent employees within the Tobii group (“LTI 2020”), whereby not more than a total of 130 individuals within the Tobii group may participate.

The participants in LTI 2020 will receive restricted stock units which, provided that certain conditions are met, may give the right to receive ordinary shares free of charge in the company. The participants will also be allotted synthetic restricted stock units entailing the right to, subject to certain conditions being met, receive a cash payment corresponding to the value of one ordinary share at the time of settlement (together with restricted stock units referred to as “Stock Units”)

In total, a maximum of 736,000 Stock Units may be allocated to participants and a total of 736,000 ordinary shares be issued, meaning a dilution effect of approximately 0.9 per cent of the number of shares and votes in the company.

The Annual General Meeting further resolved, in accordance with the Board of Directors’ proposal, to resolve to adopt certain hedging arrangements to ensure the delivery of shares at the end of the program. The hedging arrangements include an amendment of the articles of association to ensure an issue of Class C shares, an authorization for an issue of no more than 900,000 Class C shares with deviation from the shareholders preferential rights, authorization to repurchase issued Class C shares and a resolution to transfer the repurchased shares to participants under the program following the re-classification into ordinary shares.