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Nomination committee

Nomination committee purpose

In accordance with the Swedish Code, Tobii Dynavox AB (Publ) is required to have a Nomination Committee, the primary responsibilities of which are to consider and submit to the AGM proposals and recommendations regarding:

  • The Chair of the AGM
  • The number of Board members
  • The nominees for election to the Board
  • The Chair of the Board
  • Remuneration to Board members, including the Chair, and remuneration for Board members’ work on the Board
  • Selection of external auditors (when applicable)
  • Remuneration to external auditors
  • Changes to the process (if applicable) regarding the composition and tasks of the Nomination Committee

The AGM determines the process for establishing the Nomination Committee and its members. At Tobii Dynavox AB (Publ)’s extra shareholder meeting 2021, it was decided that the following process would apply until the AGM resolves otherwise.

Composition of Nomination committee

Prior to each Annual General Meeting (AGM), the Nomination Committee shall consist of the Chair of the Board together with representatives from the three largest shareholders listed in the share register kept by Euroclear Sweden on September 30th each year. In total, the Nomination Committee shall consist of four members. If any of these shareholders chooses to waive this right to appoint a representative, the right passes to the shareholder who, after these shareholders, has the largest shareholding.

As long as all the three founders Henrik Eskilsson, John Elvesjö and Mårten Skogö, directly or indirectly, jointly own shares in the company that make them one of the three largest shareholders, they have the right to jointly nominate one of the three shareholder representatives on the Nomination Committee. The member representing the largest shareholder shall convene the Nomination Committee’s first meeting and be appointed Chair of the Nomination Committee unless the Nomination Committee unanimously appoints someone else, however, the Chair of the Board may not be Chair of the Nomination Committee.

If one or more of the shareholders who have appointed representatives to the Nomination Committee earlier than three months before that AGM are no longer among the three largest shareholders, representatives appointed by these shareholders shall resign, and the shareholders who subsequently belong to the three largest shareholders may appoint representatives. If a representative resigns from the Nomination Committee before its work is completed and the Nomination Committee deems it necessary to replace him or her, such a replacement representative shall represent the same shareholder or, if the shareholder is no longer one of the largest shareholders, the largest shareholder in turn. Changes in the composition of the Nomination Committee must be announced immediately.

Nomination committee proposals

Shareholders who wish to submit proposals to the Nomination Committee may do so by email to generalmeeting@tobiidynavox.com

Nomination committee tasks

The Nomination Committee will prepare proposals for the AGM in 2022, including proposals for the Chair of the AGM, Board members, Chair of the Board, remuneration for Board members, auditors, fees to the auditors, and to the extent deemed necessary, the tasks and composition of the Nomination Committee for the AGM in 2023.