Whistleblower Policy

Tobii Dynavox (the “Company”) has established the following procedures for the receipt, retention, investigation and treatment of complaints and concerns regarding accounting, internal accounting controls, auditing and other legal matters.

Employees are usually the first to know when something is going seriously wrong. A culture of turning a “blind eye” to such problems means that the alarm is not sounded and those in charge do not get the chance to take action before real damage is done. Whistleblowing can therefore be described as attracting management’s attention to information about potentially illegal, dishonest, unethical, and/or underhanded practices or wrongdoings.

Wrongdoing involves any unlawful or illegal behavior, as well as violation of codes, policies and instructions of Tobii Dynavox. It can include:

• An unlawful act, whether civil or criminal;
• Breach of the Company’s Statement of Values;
• Breach of or failure to implement or comply with any Company policy;
• Corruption;
• Knowingly breaching local laws or regulations of any country;
• Unprofessional conduct or conduct that does not comply with established standards of practice;
• Questionable accounting, fraud or auditing practices;
• Misrepresentation or false statements regarding a matter contained in the Company’s financial records, financial statements, audit reports or any filings made with the authorities;
• Dangerous practices likely to cause physical harm or damage to a person or to property;
• Failure to rectify, or to take reasonable steps to report, a matter likely to give rise to a significant and avoidable cost or loss to the Company;
• Abuse of power or authority for any unauthorized or ulterior purpose;
• Harassment or discrimination based on age, race, gender or gender-identity, religion, sexual orientation, marital or parental status, disability, political opinion or ethnic background in the course of the employment or provision of services;
• Conflicts of interest.

This list does not list all potential wrongdoings, but is only intended to give an indication of the kind of conduct which might be considered wrongdoing.

Any employee who makes a disclosure or raises a concern under this Policy will be protected if the employee:

• Discloses the information in good faith;
• Believes it to be substantially true;
• Does not act maliciously nor make false allegations; and
• Does not seek any personal or financial gain.

An employee may report any accounting allegation, legal allegation or retaliatory act or suspicion of wrongdoings anonymously through the third party whistleblowing service Whistle B. Whistle B is a whistleblowing service aimed at reporting and handling suspicion of wrongdoings and complaints confidentially or anonymously. Please go to WhistleB, Whistleblowing Centre to report such wrongdoings as defined above.

Any employee may also, report to the Whistleblower Investigators, confidentially or anonymously, any Accounting Allegation, Legal Allegation or Retaliatory Act or other suspicion of wrongdoings in writing to Tobii Dynavox AB via e-mail to whistleblower@tobiidynavox.com, by contacting HR Partner Rasmus Svendsen directly at +46 723704407 or rasmus.svendsen@tobiidynavox.com, or Lynn Schultz directly at +1 4122227774 or lynn.schultz@tobiidynavox.com. Reporting can also be made by contacting Chairman of the Board of Directors, Åsa Hedin at asa.hedin@ashpartners.com or by regular mail to Åsa Hedin, Morabergsvägen 27, 133 33 Saltsjöbaden, Sweden.

Employees wanting to report any suspicion of wrongdoings, can also do this through making a complaint to governmental authorities, in countries where this is legally required.

Any other interested party may report to the Whistleblower Investigators any Accounting Allegation, Legal Allegation or Retaliatory Act or other suspicion of wrongdoing through our third party whistleblowing service WhistleB, WhistleB, Whistleblowing Centre.

The Reports should be factual and should contain as much specific information as possible to allow for proper assessment and to support the commencement of an investigation. This may include for example, the names of individuals suspected of violations, the relevant facts of the violations, how the Complainant became aware of the violations, any steps previously taken by the Complainant and who may be harmed or affected by the violations and where and when the violations have taken place.

All Reports received directly by the Whistleblower Investigators, verbally, in writing or through the third party whistleblower solution Whistle B, must promptly undergo an initial review by the Whistleblower Investigators.

The Whistleblower Investigators may, in their reasonable discretion, determine not to commence an investigation if:

1. Report contains only unspecified or broad allegations of wrongdoing without appropriate informational support or if the Report is not credible. This decision shall, to the extent appropriate, be made known to the Complainant who submitted the Report.
2. If the Whistleblower Investigators determines an investigation should be conducted, they shall also determine whether the Whistle Blower Investigators or another member of management or other departments should investigate the Report, taking into account, among other factors that are appropriate under the circumstances, the following:
   
   1. Who is the alleged wrongdoer? If an executive officer, senior financial officer or other high management official is alleged to have engaged in wrongdoing, that factor alone may indicate that the Board should decide whether to commence an investigation or not, and if the Board of Directors should conduct the investigation.
   2. How material is the infraction or loss? The more material the infraction or loss to the Company, the more appropriate it may be for the Board to conduct the investigation.
   3. How serious is the alleged wrongdoing? The more serious the alleged wrongdoing, the more appropriate it may be that the Board should undertake the investigation.

All Reports received to the Whistleblower Investigators, verbally, in writing or through the third party whistleblower solution Whistle B, should be managed within the third party whistleblower solution Whistle B. Reports received to the Whistleblower Investigators outside of the third party whistleblower solution Whistle B, will be added into the whistleblower system. The Reports will be managed within the whistleblower system to ensure similar investigation processes of all Reports, confidentiality of the Complainant and for statistical reasons. If the alleged wrongdoing would constitute such actions that may be criminal, the Whistleblower Investigators must contact national police to investigate it further.

Access to messages received through the third party whistleblowing system Whistle B, is restricted to the appointed Whistleblower Investigators, consisting of HR-partners and HR generalists, with the authority to handle whistleblowing cases. Their actions are logged and handled within the whistleblower system and are confidential to the extent possible. The Whistleblower Investigators may consult with any member of management who is not the subject of the Report and who may have appropriate expertise to provide assistance. The Whistleblower Investigators may also engage independent accountants, counsel or experts from other departments, to assist in the investigation of Reports and analysis of results in the whistleblower system. These individuals can access only relevant data and are also bound by confidentiality. They shall thereafter promptly investigate the Report and shall report the results of the investigation to the Whistleblower Investigators. In other cases, the Whistleblower Investigators shall promptly investigate the Report.

Upon completion of the investigation of a Report:

1. the Whistleblower Investigators, or such other member of management, as the case may be, will take such prompt an appropriate corrective action, if any, as in their judgment is deemed warranted; and
2. the Whistleblower Investigators, or as the case may be, will to the extent appropriate contact each Complainant who files a Report to inform them of the results of the investigation and what, if any, corrective action was taken. The communication will solely, or mostly take part within the whistleblower system.
3. The Whistleblower Investigators shall annually report statistics and aggregated data concerning Reports made to the Board.

Where alleged facts disclosed pursuant to this policy are not substantiated, the conclusions of the investigation shall, to the extent appropriate, be made known to the Complainant who made the Report through the whistleblower system.

No action will be taken against any Complainant who makes a Report in good faith, even if the facts alleged are not confirmed by subsequent investigation. However, if after investigation a Report is found to have been made for malicious or frivolous reasons, the employee who made the Report may be subject to disciplinary action.

The Company must disclose to employees in the Tobii Dynavox Code of Business Conduct and Ethics that employees may, in their discretion, report to the Whistleblower Investigators openly, confidentially or anonymously, an accounting allegation, legal allegation or retaliatory act in the manner set forth in this policy. The Company must disclose on the Company’s web site that interested external parties may also report the same.

Unless necessary to conduct an adequate investigation or compelled by judicial or other legal process, neither the Company, the Whistleblower Investigators nor any Director, officer or employee of the Company shall (i) reveal the identity of any person who makes a Report and asks that his or her identity remain confidential or have anonymously made a Report through the third party whistleblower solution, or (ii) make any effort, or tolerate any effort made by any other person or group, to ascertain the identity of any person who makes a Report anonymously.

The Whistleblower Investigators shall maintain a log of all records relating to any Reports of accounting allegation, legal allegation or retaliatory act, tracking their receipt, investigation and resolution and the response to the person making the Report. The Company shall retain copies of the reports and store the copies appropriately, applying relevant legislation. The Whistleblower Investigators shall annually report statistics and aggregated data concerning Reports made to the Board. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation,