Articles of association

1 § Name

The company’s name is Tobii Dynavox AB (Publ).

2 § Registered office

The company’s registered office shall be in the Stockholm County, Danderyd municipality.

3 § Object of the company’s business

The object of the company’s business is to conduct research, development and sales of computer software and computer related hardware designed to assist people with communication or other disabilities and any other activities compatible therewith.

4 § Share capital

The company’s share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.

5 § Shares

The company shall have at least 100,000,000 and not more than 400,000,000 shares.

Two classes of shares may be issued, ordinary shares and class C shares. The ordinary shares shall carry one vote each and the class C shares shall carry one tenth of a vote each. Shares of either class may be issued up to an amount corresponding to the entire share capital.

Class C shares do not entitle to dividends. Upon the company’s liquidation, class C shares carry equivalent rights to the company’s assets as other shares, however not to an amount exceeding the quota value of the share.

If the company resolves to issue new ordinary shares and class C shares, against payment other than contribution in kind, owners of ordinary shares and class C shares shall enjoy preferential rights to subscribe for new shares of the same class pro rata to the number of shares previously held by them (primary preferential rights). Shares which are not subscribed for under the primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the number of shares thus offered are not sufficient for the subscription on the basis of subsidiary preferential rights, the shares shall be allocated between the subscribers’ pro rata to the number of shares previously held and, to the extent such allocation cannot be affected, by the drawing of lots.

If the company resolves to issue new shares of either solely ordinary shares or class C shares, against payment other than contribution in kind, all shareholders, irrespective of whether their shares are ordinary shares or class C shares, shall have preferential rights to subscribe for new shares pro rata to the number of shares previously held by them.

What is set out above with regard to preferential rights shall apply mutatis mutandis in the event of issues of warrants and convertible debentures and shall not limit the right to resolve upon an issue with deviation from the shareholders’ preferential rights.

In the event of a bonus issue, new shares of each class shall be issued pro rata to the number of shares of the same class previously issued. In connection therewith, the owners of existing shares of a certain class shall entitle the holder to new shares of the same class. This shall not entail any restrictions on the possibility of issuing new shares of a new class by means of a bonus issue, following the required amendments of the articles of association.

Reduction of share capital, which in any case shall not fall below the minimum share capital, may, after resolution by the company’s board of directors, take place through redemption of all class C shares. When a resolution on reduction has been passed, an amount corresponding to the reduction amount shall be transferred to the company’s reserve fund, if the required funds are available. The redemption amount per class C share shall be the quota value of such shares.

Following receipt of the redemption resolution, holders of shares subject to redemption shall promptly receive payment for the shares, or, if authorization for the redemption from the Swedish Companies Registration Office (Sw. Bolagsverket) or a court is required, following the receipt of notice that the final and effected decision has been registered.

Class C shares held by the company may, upon decision of the board of directors, be reclassified into ordinary shares. Immediately thereafter, the board of directors shall register the reclassification to the Swedish Companies Registration Office. The reclassification is effected when it has been registered and the reclassification been reflected in the central securities depository register.

The board of directors, to the extent elected by the shareholders’ meeting, shall consist of not less than three and not more than ten board members with no deputy members.

The company shall have not less than one and not more than two auditors and not more than two deputy auditors. As auditor and, when applicable, deputy auditor, an authorized public accountant or a registered public accounting firm shall be elected.

Notice of shareholders’ meetings shall be published in the Swedish Official Gazette and be kept available on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.

Shareholders who wish to participate in a shareholders’ meeting can only do so if the shareholder notifies the company no later than the date specified in the notice convening the meeting. This date must not fall on a Sunday or any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, nor earlier than five business days prior to the meeting. Shareholders may only be accompanied by assistants at the shareholders’ meeting if they have notified the company of the number of assistants (no more than two) by the date specified in the preceding paragraph.

The following business shall be addressed at annual shareholders’ meetings:

1. election of a chairman of the meeting;
2. preparation and approval of the voting list;
3. approval of the agenda;
4. election of one or two persons who shall approve the minutes of the meeting;
5. determination of whether the meeting was duly convened;
6. submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
7. resolutions regarding:
   1. adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
   2. allocation of the company’s profits or losses in accordance with the adopted balance sheet;
   3. discharge of the members of the board of directors and the managing director from liability;
8. determination of the number of members and deputy members of the board of directors and the number of auditors to be elected by the shareholders’ meeting and, where applicable and deputy auditors;
9. determination of fees for members of the board of directors and auditors;
10. election of the members of the board of directors;
11. election of auditors and, where applicable, of deputy auditors;
12. other matters, which should be resolved by the shareholders’ meeting according to the Swedish Companies Act or the company’s articles of association.

The board of directors may collect proxies pursuant to the procedure stated in Chapter 7 Section 4 Paragraph 2 of the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen).

The board of directors may resolve, prior to a shareholders’ meeting, that the shareholders shall be entitled to exercise their voting rights prior to the shareholders’ meeting by post.

The shareholders’ meeting shall be held in Danderyd or Stockholm.

The company’s financial year shall be the calendar year (1 January–31 December).

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).