Participation in the annual general meeting at the venue
A shareholder who wishes to participate in the annual general meeting at the venue in person or represented by a proxy must (i) be recorded as shareholder in the share register prepared by
If a shareholder is represented by a proxy, a written and dated proxy must be issued for the proxy. Proxy forms are available at the company's website, https://investors.tobiidynavox.com. If the proxy is issued by a legal entity, a certificate of registration or an equivalent certificate of authority should be enclosed. To facilitate the registration to the meeting, the proxy and certificate of registration and other certificate of authority should be received by the company at the above address no later than
Participation by voting in advance
A shareholder who wishes to participate in the annual general meeting by voting in advance must (i) be recorded as shareholder in the share register maintained by
A shareholder who wishes to participate in the annual general meeting at the venue in person or represented by a proxy, must notify this as set out under "Participation in the annual general meeting at the venue" above. This means that a notification by voting in advance alone is not sufficient for a shareholder who wants to attend the annual general meeting at the venue.
A special form shall be used when voting in advance. The form is available at the company's website, https://investors.tobiidynavox.com.
A completed and signed form shall no later than
If a shareholder votes in advance by proxy, a written and dated power of attorney shall be enclosed to the voting form. Proxy forms are available at the company's website, https://investors.tobiidynavox.com. If the proxy is issued by a legal entity, a certificate of registration or an equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and attends the annual general meeting in person or through a representative, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the meeting or otherwise withdraws its advance vote. If the shareholder chooses to participate in a voting at the meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.
Shares registered in the name of a nominee
To be entitled to participate in the 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 share register as of Wednesday
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). Shareholders who wish to submit questions in advance can do so by mail to
Number of shares and votes
There are, as of the day of this notice, 104,851,201 shares and votes in the company.
Proposed agenda
1. Election of chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
- Election of one or two persons to approve the minutes of the meeting.
- Determination of whether the meeting has been duly convened.
- Submission of the annual report and the auditors' report and the consolidated financial statements and the auditors' report for the group.
- Resolutions regarding:
- adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
- allocation of the company's profits or losses in accordance with the adopted balance sheet, and
- discharge of the members of the Board of Directors and the CEO from liability.
- Determination of:
- the number of members of the Board of Directors, and
- the number of auditors.
- Determination of fees to:
- the Board of Directors, and
- the auditors.
- Election of the members of the Board of Directors:
Carl Bandhold (re-election),Maarten Barmentlo (re-election),Henrik Eskilsson (re-election),- Charlotta Falvin (re-election),
- Caroline Ingre (re-election), and
- Gitte Pugholm Aabo (new election).
- Election of the chairman of the Board of Directors.
- Election of auditors and, where applicable, deputy auditors.
- Resolution regarding principles for appointing the Nomination Committee.
- Presentation of the Board of Directors' remuneration report for approval.
- Proposal for resolutions regarding Executive LTI 2024 and hedging arrangements (items a-b).
- Proposal for resolutions regarding LTI 2024 and hedging arrangements (items a-b).
- Resolution regarding authorisation for the Board of Directors to resolve to issue new shares.
- Resolution regarding amendment of the articles of association.
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, the number of auditors, fees to the Board of Directors and the auditors and election of members of the Board of Directors, the chairman of the Board of Directors and auditors (items 1, 8, 9, 10, 11 and 12)
The Nomination Committee, appointed in accordance with the principles established by the extraordinary general meeting on
Amanda Knutsson , member of theSwedish Bar Association , or, if she has an impediment to attend, the person proposed by the Nomination Committee, is elected as chairman of the annual general meeting (item 1).- The number of members of the Board of Directors shall be six with no deputy members (item 8a). The number of auditors shall be one authorised accounting firm (item 8b).
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The fees to the Board of Directors shall be paid with
SEK 950,000 (710,000) to the chairman of the Board of Directors, withSEK 310,000 (265,000) to each other member of the Board of Directors not employed by the company, withSEK 125,000 to the chairman of the audit committee andSEK 60,000 to each of the other members of the audit committee as well as withSEK 40,000 to the chairman of the remuneration committee andSEK 25,000 to each of the other members of the remuneration committee (item 9a). - The auditors' fees are paid in accordance with approved invoices (item 9b).
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The members of the Board of Directors
Carl Bandhold ,Maarten Barmentlo ,Henrik Eskilsson , Charlotta Falvin and Caroline Ingre are re-elected as members of the Board of Directors and that Gitte Pugholm Aabo is elected as new member of the Board of Directors (items 10a-f). - Gitte Pugholm Aabo is elected as new chairman of the Board of Directors (item 11).
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The accounting firm Öhrlings
PricewaterhouseCoopers AB is elected as auditor for the time until the end of the next annual general meeting. The Nomination Committee notes thatCamilla Samuelsson will be appointed auditor in charge should ÖhrlingsPricewaterhouseCoopers AB be elected as auditor. 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 https://investors.tobiidynavox.com/. Gitte Pugholm Aabo is presented below.
Gitte Pugholm Aabo is a Danish citizen, born in 1967, and graduated in economics from
Resolution regarding principles appointing the Nomination Committee (item 13)
The Nomination Committee proposes that the annual general meeting adopts a new instruction for the Nomination Committee. The proposal entails that the shareholdings of the company's three founders shall no longer be aggregated when appointing the Nomination Committee and that the chairman of the Board of Directors shall be a co-opted member of the Nomination Committee. In connection with this amendment, certain editorial changes are also proposed.
The instruction is proposed to have the following wording.
Instruction for the
If any of these shareholders decides to waive its right to appoint a representative, the right passes to the shareholder who, after these shareholders, has the largest shareholding.
If a member of the Nomination Committee resigns, the shareholder who appointed the member shall be entitled to appoint a replacement. In the event that a shareholder, who has appointed a member of the Nomination Committee, significantly reduces its shareholding and thus no longer belongs to the three largest shareholders in terms of votes, this member shall make its position available. In such event, the Nomination Committee shall offer another shareholder who is among the largest shareholders in terms of votes to appoint a replacement, or alternatively expand the Nomination Committee.
There is no need to change the composition of the Nomination Committee if the change in ownership occurs less than three months prior to the annual general meeting.
The member representing the largest shareholder shall, unless the Nomination Committee decides otherwise, be appointed chairman of the Nomination Committee. The composition of the Nomination Committee shall be announced no later than six months prior to the annual general meeting. Changes in the composition of the nomination committee shall be announced immediately.
Prior to the annual general meeting, the Nomination Committee shall submit proposals regarding:
- chairman of the annual general meeting,
- the number of members of the Board of Directors,
- the members of the Board of Directors,
- the chairman of the Board of Directors,
- fees to the chairman of the Board of Directors, the members of the Board of Directors and remuneration to the chairman and the members of the Board of Directors' committees,
- auditor (if necessary) and fees to the auditor, and
- amendments to the instruction for the Nomination Committee, if necessary.
The members of the Nomination Committee shall not receive any remuneration for their work, however, the company shall be accountable for reasonable costs associated with the fulfilment of the Nomination Committee's assignment.
This instruction for the Nomination Committee shall apply until the general meeting has resolved otherwise.
Proposal for resolutions regarding Executive LTI 2024 and hedging arrangements (item 15a-b)
The Board of Directors proposes that the annual general meeting resolves to implement a new long-term incentive program for the CEO, the executive management team and key employees within the
Resolution to adopt Executive LTI 2024 (item 15a)
The program in brief
Executive LTI 2024 is proposed to include the CEO, the executive management team and key employees within the
The participants will be given the opportunity to free of charge receive ordinary shares ("Performance Shares") in accordance with the terms and conditions set out below. Within the scope of Executive LTI 2024, 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 condition specified under the heading Vesting condition below and the return condition specified under the heading Return condition applies for all participants in Executive LTI 2024.
The rationale for the proposal
The rationale for the proposal is to create opportunities to increase retention and motivation among key employees in the group, and to increase the group's ability to attract top talents to strategic positions. Executive LTI 2024 has been designed so that the program includes both current and future employees. Executive LTI 2024 rewards employees' continued loyalty and thus the long-term value growth of the company. By offering Stock Units which are based on the fulfilment of defined profit-based conditions, the participants are rewarded for increased shareholder value. As described below, the Stock Units vest in four installments on each of
Vesting condition
The last date for allotment of Stock Units pursuant to Executive LTI 2024 shall be the day before the annual general meeting in
Return condition
In addition to the requirement of the participant's continued employment in accordance with the above, the final number of Performance Shares shall also be conditional on the annual growth of the currency-adjusted Operating Profit (EBIT), calculated with financial year 2023 as base year up to and including 2027 (each year, a "Vesting Period").
The entry level for each Vesting Period shall be 10 per cent annual compounded growth in currency-adjusted Operating Profit (EBIT) (the "Return Condition"), determined at each Vesting Period with financial year 2023 as the base. The stretch level shall be 40 per cent annual compounded growth in currency-adjusted Operating Profit (EBIT), determined at each Vesting Period with financial year 2023 as the base.
If the entry level is not reached, no Stock Units that are subject to vesting during such Vesting Period shall vest. If the stretch level is reached, all Stock Units that are subject to vesting during such Vesting Period shall vest. Stock Units vest linearly between the entry and stretch level.
Stock Units that have not vested during a single Vesting Period may vest if the Return Condition during a later Vesting Period is above the entry level during such Vesting Period. In such case, previously not vested Stock Units shall vest to the same percentage that the Stock Units vest during the later Vesting Period.
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 Dynavox 2025. - The Stock Units may not be transferred or pledged.
- In order to align the interests of the participants and the shareholders', the company will compensate the participants for dividends paid by recalculating the number of Performance Shares that each unvested Stock Unit entitle to after the Vesting Period.
Allotment
The participants are divided into two categories; the CEO as well as the Executive management team & key employees. 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 per participant | Maximum number of Stock Units |
CEO | 1 | 57,413 | 57,413 |
Executive management team & key employees | 9 | 25,000 | 143,000 |
In total, a maximum of 200,413 Stock Units may be allocated to the participants in Executive LTI 2024. The total maximum number of Stock Units per participant is higher than the total maximum number of Stock Units which are possible to allocate within each category to allow for flexibility in the detailed distribution within each category. 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 200,413 Stock Units will be allocated under Executive LTI 2024. Stock Units can be issued by the company or other group companies.
Preparation of the proposal, design and administration
In accordance with guidelines provided by the Board of Directors, Executive LTI 2024 has been prepared by the company's remuneration committee together with external advisors and has been reviewed at the meeting of the Board of Directors held in
The Board of Directors shall be responsible for preparing the detailed design and administration of Executive LTI 2024, subject to the stipulated terms and guidelines, including provisions on recalculation in the event of changes in
Costs and effects on key ratios
Assuming a share price of
Executive LTI 2024 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.
Dilution of existing shares and votes
Since Executive LTI 2024 is proposed to be hedged through a so-called equity swap agreement as set out below, the incentive program will not entail any dilution for the shareholders. At maximum allotment of Stock Units, the number of shares to be delivered in Executive LTI 2024 amounts to 200,413 ordinary shares in
Outstanding incentive programs
Resolution on equity swap agreement with a third party (item 15b)
To ensure delivery of shares under Executive LTI 2024, the Board of Directors proposes that the annual general meeting resolves that
Proposal for resolutions regarding LTI 2024 and hedging arrangements (item 16a-b)
The Board of Directors proposes that the annual general meeting resolves to implement a new long-term incentive program for employees within the
Resolution to adopt LTI 2024 (item 16a)
The program in brief
LTI 2026 is proposed to include employees within the
The participants will be given the opportunity to free of charge receive ordinary shares ("Performance Shares") in accordance with the terms and conditions set out below. Within the scope of LTI 2024, 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").
For all participants, the vesting condition specified under the heading Vesting condition for all participants below applies and for participants employed in
The rationale for the proposal
The rationale for the proposal is to create opportunities to increase retention and motivation among employees in the group, and to increase the group's ability to attract top talents to strategic positions. LTI 2024 has been designed so that the program includes both current and future employees. LTI 2024 rewards employees' continued loyalty and thus the long-term value growth of the company. By offering Stock Units which are based on the fulfilment of defined profit-based conditions, the participants are rewarded for increased shareholder value. As described below, the Stock Units vest in four installments on each of
Vesting condition for all participants
The last date for allotment of Stock Units pursuant to LTI 2024 shall be the day before the annual general meeting in
Return condition for participants employed in
In addition to the requirement of the participant's continued employment in accordance with the above, the final number of Performance Shares shall also, for participants employed in
In the event that the Return does not reach the level described above during a Vesting Period, the Stock Units that are subject to vesting during such Vesting Period will not be considered vested. Such Stock Units will instead be eligible to vest at a later Vesting Date if the growth in currency-adjusted Operating Profit (EBIT) during a later Vesting Period amounts to or exceeds the level described above. If the Return is higher than the above-described level during for example the first Vesting Period, but lower during the second, third and/or fourth Vesting Period, Stock Units will still vest if the Return during a later Vesting Period, or in the end of LTI 2024, is not less than the above-described level.
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 Dynavox 2025. - The Stock Units may not be transferred or pledged.
- In order to align the interests of the participants and the shareholders', the company will compensate the participants for dividends paid by recalculating the number of Performance Shares that each unvested Stock Unit entitle to after the Vesting Period.
Allotment
LTI 2024 comprises up to 90 participants which may be allocated up to 10,000 Stock Units per participant. In total, a maximum of 320,000 Stock Units may be allocated to the participants in LTI 2024. The total maximum number of Stock Units per participant is higher than the total maximum number of Stock Units which are possible to allocate to allow for flexibility in the detailed distribution. Stock Units can be issued by the company or other group companies.
Preparation of the proposal, design and administration
In accordance with guidelines provided by the Board of Directors, LTI 2024 has been prepared by the company's remuneration committee together with external advisors and has been reviewed at the meeting of the Board of Directors held in
The Board of Directors shall be responsible for preparing the detailed design and administration of LTI 2024, subject to the stipulated terms and guidelines, including provisions on recalculation in the event of changes in
Costs and effects on key ratios
Assuming a share price of
LTI 2024 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.
Dilution of existing shares and votes
Since LTI 2024 is proposed to be hedged through a so-called equity swap agreement as set out below, the incentive program will not entail any dilution for the shareholders. At maximum allotment of Stock Units, the number of shares to be delivered in LTI 2024 amounts to 320,000 ordinary shares in
Outstanding incentive programs
Resolution on equity swap agreement with a third party (item 16b)
To ensure delivery of shares under LTI 2024, the Board of Directors proposes that the annual general meeting resolves that
Resolution regarding authorisation for the Board of Directors to resolve to issue new shares (item 17)
The Board of Directors proposes that the annual general meeting authorises 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 (item 18)
The Board of Directors proposes that the annual general meeting resolves to adopt new articles of association, whereby the company's name and registered office are amended. In addition, it is proposed that the provision in the articles of association regarding the place for shareholders' meeting be removed, resulting in subsequent provisions in the articles of association being renumbered.
The proposed name change aims to eliminate the risk of confusion between the companies
Current wording | Proposed wording
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1 §
The company's name is
2 § Registered office The company's registered office shall be in the Stockholm County, Danderyd municipality.
12 § Place for shareholders' meeting
The shareholders' meeting shall be held in Danderyd or
13 § Financial year The company's financial year shall be the calendar year (1 January-31 December).
14 § The company's share shall be registered in a securities register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
|
1 §
The company's name is
2 § Registered office The company's registered office shall be in Stockholm Municipality.
12 § Financial year The company's financial year shall be the calendar year (1 January-31 December).
13 § The company's share shall be registered in a securities register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
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Majority requirements
Resolution in accordance with item 17 and 18 require approval of at least two thirds (2/3) of the shares represented and votes cast at the general meeting.
Authorisation
The CEO, or anyone appointed by the CEO, shall be authorised to make the minor adjustments in the annual general meeting's resolutions that may be required in connection with registration at the Swedish Companies Registration Office or due to other formal requirements.
Other
The annual report, the auditor's report, the remuneration report and the auditor's statement pursuant to Chapter 8 Section 54 of the Swedish Companies will not later than on
Processing of personal data
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Danderyd,
The Board of Directors
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