Tobii : Notice of the 2021 Annual General Meeting of Tobii

Tobii AB (publ)

hereby summons to the annual general meeting on Tuesday 18 May 2021.

In order to mitigate the spread of Covid-19, the Board of Directors has decided that the annual general meeting will be conducted by advance voting only, without physical presence of shareholders, proxies and third parties. Tobii welcomes all shareholders to exercise their voting rights at this annual general meeting through advance voting on the basis of temporary statutory rules, according to the procedure set out below. Information on the resolutions passed at the annual general meeting will be published on 18 May 2021, as soon as the result of the voting has been finally confirmed. As a service to Tobii's shareholders, Tobii will arrange a digital Q&A on 18 May 2021 concerning the business year 2020. For further information regarding the Q&A, which formally is separated from the annual general meeting, please refer to the company's website, www.tobii.com.

In the advance voting form, the shareholders may request that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued annual general meeting, which cannot be conducted solely by way of advance voting. Such continued annual general meeting shall take place if the annual general meeting so resolves or if shareholders with at least one tenth of all shares in the company so request.

Notification of participation

Shareholders who wish to participate in the annual general meeting must (i) be included in the shareholders' register maintained by Euroclear Sweden AB as of 7 May 2021 and (ii) notify its intention to participate in the annual general meeting no later than 17 May 2021 by casting their advance vote in accordance with the instructions under the heading Advance voting below, so that the advance voting form is received by Euroclear Sweden AB no later than that day.

To be entitled to participate in the annual general 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 shareholders' register as at 7 May 2021. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and such time in advance as the nominee determines. Voting right registrations completed not later than the second banking day after 7 May 2021 are taken into account when preparing the register of shareholders.

Advance voting

The shareholders may exercise their voting rights at the annual general meeting only by voting in advance, so-called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form shall be used for advance voting. The form is available on Tobii's website, www.tobii.com. The advance voting form is considered as the notification of participation.

The completed voting form must be received by Tobii no later than Monday 17 May 2021. The form may be submitted via e-mail to [e-mail] or by post to Tobii AB, Box 743, SE-182 17 Danderyd, Sweden. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed

Tobii AB (publ)

Box 743

SE-182 17 Danderyd

Sweden

phone: [phone]

fax: [phone] www.tobii.com

to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid.

Further instructions and conditions are included in the form for advance voting.

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). A request for such information shall be made in writing to Tobii AB (publ), att. Årsstämman, Box 743, SE-182 17 Danderyd, Sweden or via email to [e-mail], no later than on 8 May 2021. Information relating to such requests will be made available at Tobii AB (publ), Karlsrovägen 2D, SE-182 53 Danderyd, Sweden and on the company's website, www.tobii.com, no later than on 13 May 2021. The information will also be sent, within the same period of time, to shareholders who so request and state their address.

Number of shares and votes

There are, as of the day of this notice, 99,369,972 shares and votes in the company. In addition, the Board of Directors' has resolved to issue not more than 900,000 C shares, corresponding to 90,000 votes, which, as of the day of this notice, have not yet been registered with the Swedish Companies Registration Office (Sw. Bolagsverket).

Proposed agenda

1. Election of a chairman of the meeting.
2. Election of one or two persons to approve the minutes of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Determination of whether the meeting has been duly convened.
6. Submission of the annual report and the auditors' report and the consolidated financial statements and the auditors' report for the group.
7. Resolutions regarding:
8. 1. adoption of the income statement and the balance sheet and 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 CEO from liability.
9. Determination of:
10. 1. the number of members of the Board of Directors, and
    2. the number of auditors.
11. Determination of fees to:
12. 1. the Board of Directors, and
    2. the auditors.
13. Election of the members of the Board of Directors:
14. 1. Kent Sander,
    2. Nils Bernhard,
    3. Åsa Hedin,
    4. Heli Arantola,
    5. Jan Wäreby,
    6. Charlotta Falvin, and
    7. Jörgen Lantto.
15. Election of the chairman of the Board of Directors.
16. Election of auditors and, where applicable, deputy auditors.
17. Presentation of the Board of Directors' remuneration report for approval.
18. Proposal for resolution regarding guidelines for executive remuneration.
19. Proposal regarding authorization for the Board of Directors to resolve to issue new shares.

Tobii AB (publ)

Box 743

SE-182 17 Danderyd

Sweden

phone: [phone]

fax: [phone] www.tobii.com

16. Proposal for resolution regarding incentive program 2021.

Election of one or two persons to approve the minutes of the meeting (item 2)

As persons to approve the minutes of the annual general meeting together with the chairman, the Board of Directors proposes Staffan Ringvall (Handelsbanken Fonder), or, if he is prevented, the person instead appointed by the Board of Directors. The task of approving the minutes of the annual general meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the annual general meeting.

Preparation and approval of the voting list (item 3)

The voting list proposed for approval is the voting list drawn up by the company, based on the annual general meeting's shareholders' register and advance votes received, as verified and recommended by the persons approving the minutes of the annual general meeting.

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, fees to the Board of Directors and election of members of the Board of Directors (items 1, 8, 9, 10, 11 and 12)

The Nomination Committee, appointed in accordance with the principles established by the annual general meeting on 8 May 2018, consists of Jan Andersson (appointed by Swedbank Robur Fonder), Helen Fasth Gillstedt (appointed by the Handelsbanken Fonder), Henrik Tellving (appointed by the company's founders) and Kent Sander (chairman of the Board of Directors). The Nomination Committee has appointed Jan Andersson as the Nomination Committee's chairman. The Nomination Committee proposes that:

• Jesper Schönbeck, member of the Swedish Bar Association, from Advokatfirman Vinge, or, if he has an impediment to attend, the person proposed by the Nomination Committee, is elected as chairman of the annual general meeting.
• The number of members of the Board of Directors shall be seven (7), with no deputy members (item 8a). The number of auditors shall be one (1) authorized accounting firm (item 8b).
• That the fees to the Board of Directors shall amount to SEK 2,150,000 to be allocated with SEK 650,000 to the chairman of the Board of Directors and SEK 250,000 to each other member of the Board of Directors not employed by the company. Remuneration for committee work shall be paid with a maximum total of SEK 319,000, whereof SEK 240,000 shall be allocated to the audit committee (whereof SEK 120,000 to the chairman of the committee and SEK 60,000 to each of the other two members) and SEK 79,000 to the Compensation Committee (whereof SEK 37,000 to the chairman of the committee and SEK 21,000 to each of the other two members) (item 9a).
• Auditors' fee is proposed to be as per approved current account (item 9b).
• Re-electionof the members of the Board of Directors Kent Sander, Nils Bernhard, Åsa Hedin, Heli Arantola, Jan Wäreby, Charlotta Falvin and Jörgen Lantto (items 10a-g). Mårten Skogö has declined re-election. Kent Sander is proposed to be re-elected as chairman of the Board of Directors (item 11).
• Re-electionof the accounting firm PricewaterhouseCoopers AB. 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 www.tobii.com.

Tobii AB (publ)

Box 743

SE-182 17 Danderyd

Sweden

phone: [phone]

fax: [phone] www.tobii.com

Proposal for resolution regarding guidelines for executive remuneration (item 14)

The Board of Directors proposes that the annual general meeting resolves to adopt the following guidelines for executive remuneration.

The company's group management, including the CEO, fall within the provisions of these guidelines. To the extent a board member conducts work for the company, in addition to the board work, consulting fees and other compensation for such work may be paid. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2021. These guidelines do not apply to any remuneration decided or approved by the general meeting.

The guidelines' promotion of the company's business strategy, long-term interests and sustainability

Tobii's mission is to improve the world with technology that understands human attention and intent. To address the great number of uses for eye tracking within diverse industries with different customer needs and different stages of market development, Tobii's business is based on independent operating units. Each of Tobii's three business units is run by CEOs with their own management teams and include business-critical functions. Strategy and targets are set at the business unit level based on the market conditions within each field. For more information regarding the company's business strategy, please see https://www.tobii.com/group/.

A prerequisite for the successful implementation of the company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration. These guidelines enable the company to offer the executive management a competitive total remuneration.

Long-termshare-related incentive plans have been implemented in the company. Such plans have been resolved by the general meeting and are therefore excluded from these guidelines. The long-term sharerelated incentive plan proposed by the Board of Directors and submitted to the annual general meeting 2021 for approval is excluded for the same reason. The incentive plans include, among others, the CEO and group management in the company. The outcome of the plans are directly linked to the company's share price development and thereby to the company's long-term value creation. For more information regarding these incentive plans, please see https://www.tobii.com/group/.

Variable cash remuneration covered by these guidelines shall aim at promoting the company's business strategy and long-term interests, including its sustainability.

Types of remuneration, etc

The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may - irrespective of these guidelines - resolve on, among other things, share-related or share price-related remuneration.

The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one or several years. The variable cash remuneration may amount to not more than 100 per cent of the total fixed cash salary under the measurement period for such criteria. Further variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining executives, or as remuneration for extraordinary performance beyond the individual's ordinary tasks. Such remuneration may not exceed an amount corresponding to 50 per cent

Tobii AB (publ)

Box 743

SE-182 17 Danderyd

Sweden

phone: [phone]

fax: [phone] www.tobii.com

of the fixed annual cash salary and may not be paid more than once each year per individual. Any resolution on such remuneration shall be made by the Board of Directors based on a proposal from the Compensation Committee.

Pension benefits, including health insurance (Sw: sjukförsäkring), shall be premium defined. Variable cash remuneration shall not qualify for pension benefits. The pension premiums for premium defined pension shall amount to not more than 30 per cent of the fixed annual cash salary.

Other benefits may include, for example, life insurance, medical insurance (Sw: sjukvårdsförsäkring) and company cars. Such benefits may amount to not more than 10 per cent of the fixed annual cash salary.

For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines. Executives who are expatriates to or from Sweden may receive additional remuneration and other benefits to the extent reasonable in light of the special circumstances associated with the expat arrangement, taking into account, to the extent possible, the overall purpose of these guidelines. Such benefits may not in total exceed 50 per cent of the fixed annual cash salary.

Termination of employment

The notice period may not exceed six months if notice of termination of employment is made by the company. Fixed cash salary during the period of notice and severance pay may together not exceed an amount equivalent to the fixed cash salary for one year. The period of notice may not to exceed six months without any right to severance pay when termination is made by the executive.

Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid in so far as the previously employed executive is not entitled to severance pay. The remuneration shall be based on the fixed cash salary at the time of termination of employment, unless otherwise provided by mandatory collective agreement provisions and be paid during the time the non-compete undertaking applies, however not for more than 24 months following termination of employment.

Criteria for awarding variable cash remuneration, etc.

The variable cash remuneration shall be linked to predetermined and measurable criteria which can be financial or non-financial. They may also be individualized, quantitative or qualitative objectives. The criteria shall be designed so as to contribute to the company's business strategy and long-term interests, including sustainability, by for example being clearly linked to the business strategy or promote the executive's long-term development.

The objectives for the CEO are determined annually by the Board of Directors' Compensation Committee with the intention to align the objectives with the company's business strategy and performance targets. The objectives for the other members of the group management who fall within the provisions of these guidelines are determined annually by the CEO, in accordance with these guidelines and based on more detailed frameworks as established by the Board of Directors' Compensation Committee.

To which extent the criteria for awarding variable cash remuneration has been satisfied shall be determined when the measurement period has ended. The Compensation Committee is responsible

Tobii AB (publ)

Box 743

SE-182 17 Danderyd

Sweden

phone: [phone]

fax: [phone] www.tobii.com