Tobii Dynavox

Tobii Dynavox AB (publ) has held its annual general meeting today on 3 May 2024. The annual general meeting was held at Advokatfirman Vinge’s premises in Stockholm, Sweden, with the option for shareholders to exercise their voting rights by advance voting (postal voting). The meeting resolved in accordance with all proposals presented by the Board of Directors and the Nomination Committee.

Approval of the annual report, allocation of profits or losses and discharge from liability

The annual general meeting resolved to adopt the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for 2023 and resolved that the company’s results shall be carried forward and thus that no dividends shall be paid. The annual general meeting also resolved to discharge the members of the Board of Directors and the CEO from liability.

Number of members of the Board of Directors and auditors, election of members of the Bord of Directors and auditors and fees to the members of the Board of Directors and the auditor

The annual general meeting resolved, in accordance with the Nomination Committee’s proposal, that the number of members of the Board of Directors shall be six without deputy members. In accordance with the Nomination Committee’s proposal, Carl Bandhold, Maarten Barmentlo, Henrik Eskilsson, Charlotta Falvin and Caroline Ingre were re-elected as members of the Board of Directors and Gitte Pugholm Aabo was elected as new member of the Board of Directors as well as new chairman of the Board of Directors.

The annual general meeting resolved, in accordance with the Nomination Committee’s proposal, that the number of auditors shall be one authorised accounting firm. The accounting firm Öhrlings PricewaterhouseCoopers AB was elected as auditor, and it was noted that Camilla Samuelsson will continue to be appointed auditor in charge.

The annual general meeting resolved, in accordance with the Nomination Committee’s proposal, that the fees to the Board of Directors shall be paid with SEK 950,000 to the chairman of the Board of Directors, with SEK 310,000 to each other member of the Board of Directors not employed by the company, with SEK 125,000 to the chairman of the audit committee and SEK 60,000 to each of the other members of the audit committee as well as with SEK 40,000 to the chairman of the remuneration committee and SEK 25,000 to each of the other members of the remuneration committee. The annual general meeting further resolved, in accordance with the Nomination Committee’s proposal, that fees to the auditors shall be paid as per approved current account.

Resolution regarding principles for appointing the Nomination Committee

The annual general meeting resolved, in accordance with the Nomination Committee’s proposal, on principles for appointing the Nomination Committee.

Approval of the Board of Directors’ remuneration report

The annual general meeting approved the Board of Directors’ remuneration report.

Resolutions regarding the incentive programs Executive LTI 2024 and LTI 2024 as well as  hedging arrangements

The annual general meeting resolved, in accordance with the Board of Directors’ proposal, to adopt two long-term incentive programs for employees within the Tobii Dynavox group, named Executive LTI 2024 and LTI 2024. The annual general meeting also resolved that Tobii Dynavox can enter into an equity swap agreement with a third party to ensure delivery of shares under Executive LTI 2024 and LTI 2024, respectively.

Resolution regarding authorisation for the Board of Directors to resolve to issue new shares

The annual general meeting resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors, during the period until the annual general meeting 2025 on one or more occasions, to, with deviation from the shareholders’ preferential rights, against payment in cash or against payment by set-off or in kind, or otherwise subject to conditions, issue new shares, provided that such issues do not result in an increase in the company’s registered share capital or the number of shares in the company by more than a total of 10 percent. The purpose of the authorisation is to increase the financial flexibility in the company and the margins of maneuver for the Board of Directors as well as potentially increase the number of shareholders of the company and make acquisitions.

Resolution regarding amendment of the articles of association

The annual general meeting resolved, in accordance with the Board of Directors’ proposal, to adopt new articles of association, whereby the company’s name is changed to Dynavox Group AB, the company’s registered office is changed to Stockholm Municipality, the provision in the articles of association regarding the place for shareholders’ meeting is removed and subsequent provisions in the articles of association being renumbered as a result of the removal.