STOCKHOLM, April 15, 2021 /PRNewswire/ -- hereby summons to
the annual general meeting on Tuesday 18 May
2021.
In order to mitigate the spread of Covid-19, the Board of
Directors has decided that the annual general meeting will be
conducted by advance voting only, without physical presence of
shareholders, proxies and third parties. Tobii welcomes all
shareholders to exercise their voting rights at this annual general
meeting through advance voting on the basis of temporary statutory
rules, according to the procedure set out below. Information on the
resolutions passed at the annual general meeting will be published
on 18 May 2021, as soon as the result
of the voting has been finally confirmed. As a service to Tobii's
shareholders, Tobii will arrange a digital Q&A on 18 May 2021 concerning the business year 2020.
For further information regarding the Q&A, which formally is
separated from the annual general meeting, please refer to the
company's website, www.tobii.com.
In the advance voting form, the shareholders may request that a
resolution on one or several of the matters on the proposed agenda
below should be deferred to a so-called continued annual general
meeting, which cannot be conducted solely by way of advance voting.
Such continued annual general meeting shall take place if the
annual general meeting so resolves or if shareholders with at least
one tenth of all shares in the company so request.
Notification of participation
Shareholders who wish to participate in the annual general
meeting must (i) be included in the shareholders' register
maintained by Euroclear Sweden AB as of 7 May 2021 and (ii)
notify its intention to participate in the annual general meeting
no later than 17 May 2021 by casting
their advance vote in accordance with the instructions under the
heading Advance voting below, so that the advance voting
form is received by Euroclear Sweden AB no later than that day.
To be entitled to participate in the annual 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 at 7 May
2021. 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 7 May
2021 are taken into account when preparing the register of
shareholders.
Advance voting
The shareholders may exercise their voting rights at the annual
general meeting only by voting in advance, so-called postal voting
in accordance with section 22 of the Act (2020:198) on temporary
exceptions to facilitate the execution of general meetings in
companies and other associations.
A special form shall be used for advance voting. The form is
available on Tobii's website, www.tobii.com. The advance voting
form is considered as the notification of participation.
The completed voting form must be received by Tobii no later
than Monday 17 May 2021. The form may
be submitted via e-mail to generalmeeting@tobii.com or by post to
Tobii AB, 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.
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). A request for such information
shall be made in writing to Tobii AB (publ), att. Årsstämman, Box
743, SE-182 17 Danderyd, Sweden or
via email to generalmeeting@tobii.com, no later than on
8 May 2021. Information relating to
such requests will be made available at Tobii AB (publ),
Karlsrovägen 2D, SE-182 53 Danderyd, Sweden and on the company's website,
www.tobii.com, no later than on 13 May
2021. The information will also be sent, within the same
period of time, to shareholders who so request and state their
address.
Number of shares and votes
There are, as of the day of this notice, 99,369,972 shares and
votes in the company. In addition, the Board of Directors' has
resolved to issue not more than 900,000 C shares, corresponding to
90,000 votes, which, as of the day of this notice, have not yet
been registered with the Swedish Companies Registration Office (Sw.
Bolagsverket).
Proposed agenda
1. Election of a chairman of the meeting.
2. Election of one or two persons to approve the minutes of
the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Determination of whether the meeting has been duly convened.
6. Submission of the annual report and the auditors' report and the
consolidated financial statements and the auditors' report for the
group.
7. Resolutions regarding:
a. adoption of the income statement and the balance sheet and
the consolidated income statement and the consolidated balance
sheet;
b. allocation of the company's profits or losses in accordance
with the adopted balance sheet;
c. discharge of the members of the Board of Directors and the
CEO from liability.
8. Determination of:
a. the number of members of the Board of Directors, and
b. the number of auditors.
9. Determination of fees to:
a. the Board of Directors, and
b. the auditors.
10. Election of the members of the Board of Directors:
a. Kent Sander,
b. Nils Bernhard,
c. Asa Hedin,
d. Heli Arantola,
e. Jan Wäreby,
f. Charlotta Falvin, and
g. Jörgen Lantto.
11. Election of the chairman of the Board of Directors.
12. Election of auditors and, where applicable, deputy
auditors.
13. Presentation of the Board of Directors' remuneration report for
approval.
14. Proposal for resolution regarding guidelines for executive
remuneration.
15. Proposal regarding authorization for the Board of Directors to
resolve to issue new shares.
16. Proposal for resolution regarding incentive program 2021.
Election of one or two persons to approve the minutes of the
meeting (item 2)
As persons to approve the minutes of the annual general meeting
together with the chairman, the Board of Directors proposes
Staffan Ringvall (Handelsbanken
Fonder), or, if he is prevented, the person instead appointed by
the Board of Directors. The task of approving the minutes of the
annual general meeting also includes verifying the voting list and
that the advance votes received are correctly stated in the minutes
of the annual general meeting.
Preparation and approval of the voting list (item 3)
The voting list proposed for approval is the voting list drawn
up by the company, based on the annual general meeting's
shareholders' register and advance votes received, as verified and
recommended by the persons approving the minutes of the annual
general meeting.
Proposal regarding appropriation of the company's result
(item 7b)
The Board of Directors and the CEO propose that the company's
results shall be carried forward and thus no dividend will be
distributed.
Determination of the number of members and deputy members of
the Board of Directors, fees to the Board of Directors and election
of members of the Board of Directors (items 1, 8, 9, 10, 11 and
12)
The Nomination Committee, appointed in accordance with the
principles established by the annual general meeting on
8 May 2018, consists of Jan Andersson (appointed by Swedbank Robur
Fonder), Helen Fasth Gillstedt
(appointed by the Handelsbanken Fonder), Henrik Tellving (appointed
by the company's founders) and Kent
Sander (chairman of the Board of Directors). The Nomination
Committee has appointed Jan
Andersson as the Nomination Committee's chairman. The
Nomination Committee proposes
that:
- Jesper Schönbeck, member of the Swedish Bar Association, from
Advokatfirman Vinge, or, if he has an impediment to attend, the
person proposed by the Nomination Committee, is elected as chairman
of the annual general meeting.
- The number of members of the Board of Directors shall be seven
(7), with no deputy members (item 8a). The number of auditors shall
be one (1) authorized accounting firm (item 8b).
- That the fees to the Board of Directors shall amount to
SEK 2,150,000 to be allocated with
SEK 650,000 to the chairman of the
Board of Directors and SEK 250,000 to
each other member of the Board of Directors not employed by the
company. Remuneration for committee work shall be paid with a
maximum total of SEK 319,000, 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 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) (item 9a).
- Auditors' fee is proposed to be as per approved current account
(item 9b).
- Re-election of the members of the Board of Directors
Kent Sander, Nils Bernhard, Åsa Hedin, Heli Arantola, Jan
Wäreby, Charlotta Falvin and Jörgen Lantto (items 10a-g). Mårten
Skogö has declined re-election. Kent
Sander is proposed to be re-elected as chairman of the Board
of Directors (item 11).
- Re-election of the accounting firm PricewaterhouseCoopers AB.
The proposal corresponds to the audit committee's recommendation
(item 12).
Information on the members of the Board of Directors proposed
for re-election is available at www.tobii.com.
Proposal for resolution regarding guidelines for executive
remuneration (item 14)
The Board of Directors proposes that the annual general meeting
resolves to adopt the following guidelines for executive
remuneration.
The company's group management, including the CEO, fall within
the provisions of these guidelines. To the extent a board member
conducts work for the company, in addition to the board work,
consulting fees and other compensation for such work may be paid.
The guidelines are forward-looking, i.e. they are applicable to
remuneration agreed, and amendments to remuneration already agreed,
after adoption of the guidelines by the annual general meeting
2021. These guidelines do not apply to any remuneration decided or
approved by the general meeting.
The guidelines' promotion of the company's business strategy,
long-term interests and sustainability
Tobii's mission is to improve the world with technology that
understands human attention and intent. To address the great number
of uses for eye tracking within diverse industries with different
customer needs and different stages of market development, Tobii's
business is based on independent operating units. Each of Tobii's
three business units is run by CEOs with their own management teams
and include business-critical functions. Strategy and targets are
set at the business unit level based on the market conditions
within each field. For more information regarding the company's
business strategy, please see https://www.tobii.com/group/.
A prerequisite for the successful implementation of the
company's business strategy and safeguarding of its long-term
interests, including its sustainability, is that the company is
able to recruit and retain qualified personnel. To this end, it is
necessary that the company offers competitive remuneration. These
guidelines enable the company to offer the executive management a
competitive total remuneration.
Long-term share-related incentive plans have been implemented in
the company. Such plans have been resolved by the general meeting
and are therefore excluded from these guidelines. The long-term
sharerelated incentive plan proposed by the Board of Directors and
submitted to the annual general meeting 2021 for approval is
excluded for the same reason. The incentive plans include, among
others, the CEO and group management in the company. The outcome of
the plans are directly linked to the company's share price
development and thereby to the company's long-term value creation.
For more information regarding these incentive plans, please see
https://www.tobii.com/group/.
Variable cash remuneration covered by these guidelines shall aim
at promoting the company's business strategy and long-term
interests, including its sustainability.
Types of remuneration, etc
The remuneration shall be on market terms and may consist of the
following components: fixed cash salary, variable cash
remuneration, pension benefits and other benefits. Additionally,
the general meeting may - irrespective of these guidelines -
resolve on, among other things, share-related or share
price-related remuneration.
The satisfaction of criteria for awarding variable cash
remuneration shall be measured over a period of one or several
years. The variable cash remuneration may amount to not more than
100 per cent of the total fixed cash salary under the measurement
period for such criteria. Further variable cash remuneration may be
awarded in extraordinary circumstances, provided that such
extraordinary arrangements are limited in time and only made on an
individual basis, either for the purpose of recruiting or retaining
executives, or as remuneration for extraordinary performance beyond
the individual's ordinary tasks. Such remuneration may not exceed
an amount corresponding to 50 per cent of the fixed annual cash
salary and may not be paid more than once each year per individual.
Any resolution on such remuneration shall be made by the Board of
Directors based on a proposal from the Compensation Committee.
Pension benefits, including health insurance (Sw:
sjukförsäkring), shall be premium defined. Variable cash
remuneration shall not qualify for pension benefits. The pension
premiums for premium defined pension shall amount to not more than
30 per cent of the fixed annual cash salary.
Other benefits may include, for example, life insurance, medical
insurance (Sw: sjukvårdsförsäkring) and company cars. Such
benefits may amount to not more than 10 per cent of the fixed
annual cash salary.
For employments governed by rules other than Swedish, pension
benefits and other benefits may be duly adjusted for compliance
with mandatory rules or established local practice, taking into
account, to the extent possible, the overall purpose of these
guidelines. Executives who are expatriates to or from Sweden may receive additional remuneration and
other benefits to the extent reasonable in light of the special
circumstances associated with the expat arrangement, taking into
account, to the extent possible, the overall purpose of these
guidelines. Such benefits may not in total exceed 50 per cent of
the fixed annual cash salary.
Termination of employment
The notice period may not exceed six months if notice of
termination of employment is made by the company. Fixed cash salary
during the period of notice and severance pay may together not
exceed an amount equivalent to the fixed cash salary for one year.
The period of notice may not to exceed six months without any right
to severance pay when termination is made by the executive.
Additionally, remuneration may be paid for non-compete
undertakings. Such remuneration shall compensate for loss of income
and shall only be paid in so far as the previously employed
executive is not entitled to severance pay. The remuneration shall
be based on the fixed cash salary at the time of termination of
employment, unless otherwise provided by mandatory collective
agreement provisions and be paid during the time the non-compete
undertaking applies, however not for more than 24 months following
termination of employment.
Criteria for awarding variable cash remuneration,
etc.
The variable cash remuneration shall be linked to predetermined
and measurable criteria which can be financial or non-financial.
They may also be individualized, quantitative or qualitative
objectives. The criteria shall be designed so as to contribute to
the company's business strategy and long-term interests, including
sustainability, by for example being clearly linked to the business
strategy or promote the executive's long-term development.
The objectives for the CEO are determined annually by the Board
of Directors' Compensation Committee with the intention to align
the objectives with the company's business strategy and performance
targets. The objectives for the other members of the group
management who fall within the provisions of these guidelines are
determined annually by the CEO, in accordance with these guidelines
and based on more detailed frameworks as established by the Board
of Directors' Compensation Committee.
To which extent the criteria for awarding variable cash
remuneration has been satisfied shall be determined when the
measurement period has ended. The Compensation Committee is
responsible for the evaluation so far as it concerns variable
remuneration to the CEO. For variable cash remuneration to other
executives, the CEO is responsible for the evaluation.
Salary and employment conditions for employees
In the preparation of the Board of Directors' proposal for these
remuneration guidelines, salary and employment conditions for
employees of the company have been taken into account by including
information on the employees' total income, the components of the
remuneration and increase and growth rate over time, in the
Compensation Committee's and the Board of Directors' basis of
decision when evaluating whether the guidelines and the limitations
set out herein are reasonable.
The decision-making process to determine, review and
implement the guidelines
The Board of Directors has established a Compensation Committee.
The committee's tasks include preparing the Board of Directors'
decision to propose guidelines for executive remuneration. The
Board of Directors shall prepare a proposal for new guidelines at
least every fourth year and submit it to the general meeting. The
guidelines shall be in force until new guidelines are adopted by
the general meeting. The Compensation Committee shall also monitor
and evaluate programs for variable remuneration for the executive
management, the application of the guidelines for executive
remuneration as well as the current remuneration structures and
compensation levels in the company. The members of the Compensation
Committee are independent of the company and its executive
management. The CEO and other members of the executive management
do not participate in the Board of Directors' processing of and
resolutions regarding remuneration-related matters in so far as
they are affected by such matters.
Derogation from the guidelines
The Board of Directors may temporarily resolve to derogate from
the guidelines, in whole or in part, if in a specific case there is
special cause for the derogation and a derogation is necessary to
serve the company's long-term interests, including its
sustainability, or to ensure the company's financial viability. As
set out above, the Compensation Committee's tasks include preparing
the Board of Directors' resolutions in remuneration-related
matters. This includes any resolutions to derogate from the
guidelines.
Description of material changes to the guidelines and how the
views of shareholders' have been taken into consideration
The Compensation Committee and the Board of Directors has
resolved to propose adjustments to the company's remuneration
guidelines, entailing that the variable cash remuneration to the
CEO may amount to not more than 100 per cent of the total fixed
cash salary under the relevant measurement period. This is the
level that according to the guidelines already previously applies
to other senior executives. In addition, some minor non-material
adjustments of the remuneration guidelines are proposed. During
2020, neither the Compensation Committee nor the Board of Directors
received any comments or questions from the shareholders on the
remuneration guidelines adopted at the annual general meeting on
May 12, 2020.
Resolution regarding authorization for the Board of Directors
to resolve to issue new shares (item 15)
The Board of Directors proposes that the meeting authorizes the
Board of Directors to resolve to issue 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.
Proposal for resolution regarding
incentive program 2021 (item 16)
The Board of Directors proposes that the annual general meeting
resolves to implement a new long-term incentive program for
employees and consultants with similar terms and conditions as
permanent employees within the Tobii group ("LTI 2021") in
accordance with the below. LTI 2021 is proposed to include not more
than 140 persons within the Tobii group.
Proposal for resolution to adopt LTI 2021
The program in brief
LTI 2021 is proposed to include the CEO of the group and each
division, respectively, other senior executives and selected other
employees and long-term consultants with similar terms and
conditions of employment, meaning that LTI 2021 is proposed to
include a maximum of 140 individuals within the Tobii group. The
participants will be given the opportunity to receive ordinary
shares ("Performance Shares") in accordance with the terms
and conditions set out below.
Within the scope of LTI 2021, the company will allot
participants stock units, entailing the right to, subject to
certain conditions being met, receive a Performance Share free of
charge ("Stock Units").
The vesting conditions specified below applies to all
participants. For Swedish participants, regardless of the
participant category to which a participant belongs, a rate of
return condition also applies as specified below. In addition, for
Swedish participants in participation category 1 and 2 (see further
under the heading Assignment) performance conditions applies
as specified below.
Vesting condition
The last date for allotment of Stock Units pursuant to LTI 2021
shall be the day before the annual general meeting in Tobii 2022.
The allocated Stock Units will vest in three annual instalments
during the period from the start of LTI 2021 and up to and
including 31 May 2025. One third
(1/3) of the allocated Stock Units shall be deemed vested on each
of 31 May 2023, 2024 and 2025,
respectively (each a "Vesting Date"). For Swedish
participants in participation category 1 and 2 the allotted Stock
Units shall instead be deemed vested on 31
May 2025 (with certain exceptions where the time for vesting
may be accelerated for so-called good leavers) which will
thus be the relevant Vesting Date for these participants.
Stock Units will vest provided that the participant, with
certain exceptions, from the start of LTI 2021 for each participant
up to and including the respective Vesting Date, is still employed
within the Tobii group.
Rate of return condition
In addition to the requirement of the participant's continued
employment in accordance with the above, the final number of
Performance Shares for the Swedish participants, respectively,
shall also be conditional on that the total shareholder return
(Total Shareholder Return, TSR), including increase in share
price plus reinvestment of any dividends, on Tobii's ordinary share
is positive through the applicable Vesting Date (each, a
"Vesting Period"). The development of the share price is
measured relative to a share price of SEK
58.36, which is the volume-weighted share price during the
period from 1 January 2021 to
9 April 2021.
In the event that the total shareholder return for the company's
ordinary share is negative during a Vesting Period, the Stock Units
that are subject to vesting during such Vesting Period will not
vest. Any such Stock Units will instead be eligible to vest at a
later Vesting Date if the total shareholder return for the
company's ordinary share during a later Vesting Period is
positive.
Performance conditions
For Swedish participants in participation category 1 and 2,
business-related performance conditions applies that are linked to
the business area in which each participant is employed within or
at group level as regards Tobii's group management, including the
CEO. The performance conditions will be clear, measurable and set
to reflect a fundamental value growth for the business. The Board
of Directors is responsible for determining the detailed
performance conditions and the outcome of the performance
conditions will be reported in connection with the reporting of the
outcome of LTI 2021.
The Stock Units
The Stock Units shall, in addition to what is set out above, be
governed by the following terms and
conditions:
- The Stock Units are allotted free of charge no later than the
day before the annual general meeting in Tobii 2022.
- The Stock Units may not be transferred or pledged.
- In order to align the interests of the participants and the
shareholders', the company will also compensate the participants
for dividends paid by recalculating the number of Performance
Shares that each unvested Stock Unit entitle to after the Vesting
Period.
- For some participation categories additional conditions apply
in accordance with the above.
Allotment
The participants are divided into three categories; the CEO
of the group and each division, respectively, Other senior
executives and Other participants. The number of Stock
Units a participant may be allocated is subject to which category
such participant belongs. The allocation within each
category is illustrated in the table below.
Category
|
Maximum number of
participants
|
Maximum number of
Stock Units
|
Maximum number of
Stock Units per participant
|
CEO of the group and
each division, respectively (Category 1)
|
4
|
180,000
|
60,000
|
Other senior
executives (Category 2)
|
25
|
250,000
|
30,000
|
Other participants
(Category 3)
|
120
|
250,000
|
10,000
|
In total, a maximum of 500,000 Stock Units may be allocated to
the participants in LTI 2021. Thus, the above described maximum
number of Stock Units may not be allocated in all categories and
the table above only describe the maximum outcome for each category
but in total no more than a maximum of 500,000 Stock Units will be
allocated under LTI 2021. Stock Units can be issued by the company
or other group companies.
Delivery of ordinary shares
Participants whose Stoc Units have vested in accordance with the
vesting conditions above will receive Performance Shares within 90
days after each Vesting Date.
Preparation of the proposal, design and
administration
The Board of Directors shall be responsible for preparing the
detailed design and administration of LTI 2021, subject to the
stipulated terms and guidelines, including provisions on
recalculation in the event of changes in Tobii's capital structure
such as an in-between bonus issue, reverse share split, share
split, rights issue and/or similar events. In connection therewith,
the Board of Directors shall be entitled to make adjustments to
meet specific foreign regulations or market conditions. If
significant changes in the Tobii group or in its environment would
result in a situation where the adopted terms and conditions for
allocation and vesting of Stock Units pursuant to LTI 2021 no
longer are appropriate, the Board of Directors shall be entitled to
make other adjustment including, among other changes, that
adjustments may be decided with respect to the terms and conditions
for measuring the Performance Conditions applicable to some
participation categories as stated above. Prior to the Board
of Directors' determination of the vesting and settlement in
accordance with the terms and conditions for the Stock Units, the
Board of Directors shall assess if the outcome of LTI 2021 is
reasonable. This assessment is made in relation to the company's
financial result and position, the conditions on the stock market
and in general. If the Board of Directors, in its assessment, deems
that the outcome is unreasonable, the Board of Directors shall
decrease the number of ordinary shares allocated.
Receiving Performance Shares under LTI 2021 and hedging
arrangements
The Board of Directors has considered different methods for
transfer of ordinary shares to participants who have been allocated
Stock Units in order to implement LTI 2021 in a cost-effective and
flexible manner. The Board of Directors has found the most
cost-effective alternative to be, and thus proposes that the annual
general meeting resolves (a) to authorise the Board of Directors to
resolve on a directed share issue of not more than 600,000 class C
shares to the participating bank, of which not more than 100,000
class C shares may be issued to secure social contributions arising
as a result of LTI 2021 and (b) to authorise the Board of Directors
to resolve on the repurchase of all issued class C shares in
accordance with the below.
Following conversion of the class C shares to ordinary shares,
the ordinary shares are intended to be both transferred to LTI 2021
participants as well as sold in the market in order to cover the
cash-flow related to social contribution costs associated with LTI
2021. For this purpose, the Board of Directors proposes that the
annual general meeting resolves (c) to transfer not more than
500,000 ordinary shares free of charge to participants in
accordance with LTI 2021 and that not more than 100,000 ordinary
shares may be sold to cover social contribution costs arising as a
result of LTI 2021.
Costs and effects on key ratios
Assuming a share price of SEK 60
at the time of allocation and a maximum outcome for LTI 2021 and an
average annual increase in the share price of 10 per cent, the
cost, including estimated charges for social contributions, is
estimated to amount to approximately SEK
32.8 million during the full four-year period. The cost
corresponds to approximately 3.8 per cent of the payroll expense
for the Tobii group 2020. The aggregated maximum cost for the
company depends on the development in value of the Tobii share
price. The Market Value of the Stock Units is calculated to be
SEK 22 million. The market value has
been determined by Optio Incentives and is calculated according to
a so-called Monte
Carlo-simulation.
LTI 2021 will be reported in accordance with IFRS 2, which means
that the Stock Units will be expensed as personnel costs and
accrued over the Vesting Period.
Given the above assumptions regarding scope and costs, and that
LTI 2021 was introduced in 2019 instead, it is estimated that the
key figure earnings per share for the financial year 2020 would
have decreased from SEK -1.36 to
approximately SEK -1.43.
Dilution of existing shares and votes
Upon maximum allotment of Performance Shares, up to 500,000
ordinary shares may be allocated to participants pursuant to LTI
2021, and 100,000 ordinary shares may be used to secure social
contributions arising as a result of LTI 2021, which would entail a
maximum dilution effect of approximately 0.6 per cent of the
existing number of shares in the company. If all outstanding
incentive programs in the company are included in the calculation,
the maximum dilution amounts 4.2 per cent.
Information about Tobii's current incentive programs is
available in the annual report for the financial year 2020, note 8,
and on the company's website, www.tobii.com.
Authorisation for the Board of Directors to issue new class C
shares
The Board of Directors proposes that the annual general meeting
resolves to authorise the Board of Directors, during the period
until the annual general meeting 2022 on one or more occasions, to
increase the company's share capital by not more than SEK 4,354.16 by the issue of not more than
600,000 class C shares, each with a quota value of SEK 0.0073. With deviation from the shareholders'
pre-emption rights, the participating bank shall be entitled to
subscribe for the new class C shares at a subscription price
corresponding to the quota value of the shares. The purpose of the
authorisation and the reason for the deviation from the
shareholders' pre-emption rights in connection with the issue of
shares is to ensure delivery of shares to participants under the
long-term incentive program, as well as to secure potential social
contributions arising as a result of LTI 2021.
Authorisation for the Board of Directors to repurchase class
C shares
The Board of Directors proposes that the annual general meeting
resolves to authorise the Board of Directors, during the period
until the annual general meeting 2022, on one or more occasions, to
repurchase class C shares. The repurchase may only be effected
through an offer directed to all holders of class C shares and
shall comprise all outstanding class C shares. Repurchases shall be
effected at a purchase price corresponding to the quota value of
the share. Payment for the acquired class C shares shall be made in
cash. The purpose of the proposed repurchase authorisation is to
ensure delivery of Performance Shares under LTI 2021 and to secure
possible social contributions arising as a result of LTI 2021.
Decision to transfer own ordinary shares
The Board of Directors proposes that the annual general meeting
resolves that class C shares that the company acquires based on the
authorisation to repurchase class C shares in accordance with the
above, may, following the re-classification into ordinary shares,
be transferred free of charge to participants of LTI 2021 in
accordance with the adopted terms and conditions in order to secure
possible social contributions arising as a result of LTI 2021.
The Board of Directors therefore proposes that the annual
general meeting resolves that not more than 500,000 ordinary shares
may be transferred to participants in accordance with the terms and
conditions of LTI 2021 and that not more than 100,000 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 in
accordance with the terms and conditions of LTI 2021. The number of
shares to be transferred is subject to re-calculation in the event
of an in-between bonus issue, reverse share split, share split,
rights issue and/or similar measures.
The background and rationale for the proposal
The rationale for the proposal is to create opportunities to
increase retention and motivation among strategic key employees and
consultants with similar terms and conditions of employment in the
group, and to increase the group's ability to attract top talents
to strategic positions. The Board of Directors considers that the
adopting of the incentive program as described above is in the
favor of the group and the shareholders in the company. LTI 2021
has been designed so that the program includes both current and
future members of the executive management, other employees and
consultants with similar terms and conditions of employment. LTI
2021 also rewards employees' and consultants with similar terms and
conditions of employment continued loyalty and thus the long-term
value growth of the company. After these considerations, the Board
of Directors considers that LTI 2021 will have a positive effect on
the future development of the Tobii group and will consequently be
beneficial for both the company and its shareholders.
Preparation of the proposal
In accordance with guidelines provided by the Board of
Directors, LTI 2021 has been prepared by the company's Compensation
Committee, group management and external advisors and has been
reviewed at the meeting of the Board of Directors held on
14 April 2021.
Majority requirement
A resolution to approve LTI 2021 is valid only where supported
by shareholders holding not less than nine-tenths (9/10) of
both the shares voted and of the shares represented at the
general meeting.
___________________
Majority requirement
A resolution in accordance with item 15 requires approval of at
least two thirds (2/3) of the shares represented and votes cast at
the general meeting. A resolution in accordance with item 16 above
requires approval of at least nine-tenths (9/10) of the shares
represented and votes cast at the general meeting.
Other
The annual report, the auditor's report, the remuneration report
and the auditor's statement whether the Board of Directors'
guidelines for remuneration to executive management have been
applied will not later than on 27 April
2021 be held available at Tobii AB (publ), Reg. No.
556613-9654, with registered office in Danderyds kommun, address
Karlsrovägen 2D, 182 53 Danderyd, Sweden, and on the company's website,
www.tobii.com, and will be sent to the shareholders who so request
and inform the company of their postal address. The Nomination
Committee's full proposal and motivated statement is available on
the above mentioned address and website.
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
www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Danderyd, April 2021
Tobii AB (publ)
The Board of Directors
CONTACT:
Contact
Henrik Mawby, Head of Investor
Relations, Tobii Group, phone: +46 (0)72 219 82 15, email:
henrik.mawby@tobii.com
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/tobii-ab/r/notice-of-the-2020-annual-general-meeting-of-tobii,c3326621
The following files are available for download:
https://mb.cision.com/Main/2874/3326621/1402309.pdf
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Press release -
Notice of the 2021 Annual General Meeting of Tobii - April 15,
2021
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