Bulletin from annual general meeting in Dynavox Group AB (publ) on 5 May 2025

Dynavox Group AB (publ) has held its annual general meeting today on 5 May 2025. 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).

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 2024 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, Gitte Pugholm Aabo, Carl Bandhold, Maarten Barmentlo, Henrik Eskilsson, Charlotta Falvin and Caroline Ingre were re-elected as members of the Board of Directors. Gitte Pugholm Aabo was re-elected as chairperson 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 1,000,000 to the chairperson of the Board of Directors, with SEK 325,000 to each other member of the Board of Directors not employed by the company, with SEK 140,000 to the chairperson of the audit committee and SEK 65,000 to each of the other members of the audit committee as well as with SEK 45,000 to the chairperson of the remuneration committee and SEK 28,000 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.

Resolution regarding guidelines for executive remuneration

The annual general meeting resolved, in accordance with the Board of Directors’ proposal, on guidelines for executive remuneration.

Resolutions regarding the incentive program Executive LTI 2025

The annual general meeting resolved, in accordance with the Board of Directors’ proposal, to introduce a long-term incentive program for the CEO, the executive management team and other key employees within the Dynavox Group. To ensure delivery of shares to the participants in the program, it was further resolved, in accordance with the Board of Directors’ alternative proposal, that Dynavox Group, in accordance with market practice, can enter into an equity swap agreement with a third party, whereby the third party in its own name shall be entitled to acquire and transfer ordinary shares in Dynavox Group to the participants.

Resolutions regarding the incentive program LTI 2025

The annual general meeting resolved, in accordance with the Board of Directors’ proposal, to introduce a long-term incentive program for employees within the Dynavox Group, excluding the CEO, the executive management team and key employees covered by the Executive LTI 2025. To ensure delivery of shares to the participants in the program, it was further resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to resolve on a directed share issue of Class C shares, to repurchase issued Class C shares and to repurchase and transfer own ordinary shares.

Resolution on delivery of shares and hedging arrangements in previous incentive programs 

The annual general meeting resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to resolve on a directed issue of Class C shares, to repurchase issued Class C shares and to transfer own ordinary shares to ensure delivery of shares under Dynavox Group’s previous incentive programs.

Resolution regarding authorisation for the Board of Directors to resolve to issue new ordinary 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 2026 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 ordinary 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 authorisation for the Board of Directors to repurchase and transfer own ordinary 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 2026 on one or more occasion, to resolve to repurchase as many own ordinary shares as may be acquired without the company’s holding at any time exceeding 10 per cent of the total number of shares in the company. The annual general meeting further resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors, during the period until the annual general meeting 2026 on one or more occasion, to resolve to transfer own ordinary shares.