Notice to the Extraordinary General Meeting in ContextVision AB (publ)

18 Oct 2024 17:00 CEST

The shareholders of ContextVision AB (publ), reg. no. 556377-8900, are hereby
invited to the Extraordinary General Meeting on Wednesday, 20 November 2024, at
11:00, at the company's premises, Holländargatan 13, Stockholm.

Participation and Notification etc

Shareholders who wish to participate in the general meeting with the right to
vote shall

· be recorded as shareholder in the share register kept by Euroclear Sweden AB
on Tuesday, 12 November 2024, temporary registration for shareholders registered
at Norska Verdipapirsentralen (VPS) is made through DNB Bank ASA, see below; and
· give notice of attendance to the company in writing at the latest on
Thursday, 14 November 2024 (by e-mail: ir@contextvision.com or by post:
Holländargatan 13, 111 36 Stockholm).

For the notification, the name, personal or organization number, address, phone
number, and shareholding should be stated. If a shareholder is represented by a
proxy, a written and dated power of attorney must be issued for the proxy. Proxy
forms are available on the company's website as set out below. If the power of
attorney has been issued by a legal entity, a registration certificate or
equivalent authorization document must be attached. Original power of attorney
as well as registration certificate and other authorization documents must be
presented no later than upon entry to the general meeting.

In order to be entitled to participate in the meeting, a shareholder who has had
his shares registered in Sweden in addition to give notice of participation in
the meeting must have the shares registered in his own name so that the
shareholder is entered in the share register as of 12 November 2024. Such
registration may be temporary (so-called voting rights registration) and is
requested from the nominee according to the nominee's routines at such time in
advance as the nominee decides. Voting rights registrations made no later than
14 November 2024 are taken into account in the production of the share register.

Particular for shareholders registered at Norska Verdipapirsentralen (VPS)

·
· Shareholders registered at Norska Verdipapirsentralen (VPS) who are not
registered with Euroclear Sweden AB, Sweden, and wish to be entitled to vote at
the Extraordinary General Meeting must give notice of attendance to DNB Bank ASA
no later than 4 November 2024 at 12:00 local time. The notice of attendance is
made on a specific registration form which is sent by post to the shareholders
and is also provided on the company's website. The notice of attendance shall be
sent to DNB Bank ASA, Securities Services, PO Box 1600 Sentrum, N-0021 Oslo, or
via e-mail vote@dnb.no

·
· DNB Bank ASA will temporarily register the shares with Euroclear Sweden AB
in the name of the shareholder. Shareholders registered with VPS must also give
notice of attendance with the company as described above in order to receive
voting rights at the Extraordinary General Meeting. Shareholders registered with
VPS who only have given notice of attendance to the company may participate in
the Extraordinary General Meeting without voting rights.

For information on how your personal data is processed, please see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor
-engelska.pdf

At the time of issuing notice to attend the general meeting, the company has in
total 77 367 500 registered shares, corresponding to in total 77 367 500 votes.
The company does not hold any treasury shares.

The shareholders are reminded of their right to request certain information from
the board of directors and the managing director in accordance with chapter 7
section 32 of the Swedish Companies Act.

Agenda

1. Election of the chairman of the meeting
2. Preparation and approval of the voting list
3. Election of one or two persons to certify the minutes
4. Consideration of whether the meeting has been duly convened
5. Approval of the agenda
6. The board of directors' proposal to authorize the board of directors to
resolve on the acquisition of the company's own shares
7. The board of directors' proposal on a Long-Term Incentive Program 2024 (LTIP
2024)

8. Conclusion of the meeting

6. The Board of Directors proposal to authorize the Board of Directors to
resolve on the acquisition of the company's own shares

It is proposed that the Board of Directors is authorized, for the period until
the Annual General Meeting in 2025, to resolve on the acquisition of own shares
in the company in accordance with the following conditions:

1. The acquisition may involve up to 3,000,000 ordinary shares in the company
for an amount not exceeding NOK 15,000,000.

2. The acquisition may only be made through a offer directed to all holders of
ordinary shares in the company.

3. The acquisition price per share shall not exceed NOK 10 or be less than NOK
5.

4. Payment for the shares shall be made in cash.

5. This authorization may be utilized on one or several occasions, and no later
than the Annual General Meeting in 2025.

Following the most recent resolution regarding an asset transfer, SEK 52,674,000
remains of the funds available pursuant to Chapter 17, Section 3 first paragraph
of the Swedish Companies Act.

The purpose of the above authorization is to reduce the capital of the issuer
and/or to meet obligations arising from the Long Term Incentive Program 2024
that the Board of Directors has proposed to the General Meeting (the
introduction of a new Long Term Incentive Program 2024 is subject to a separate
resolution under item 7 of this notice to this Extraordinary General Meeting).

Majority Requirement

A valid resolution requires the approval of shareholders representing two-thirds
(2/3) of both the votes cast and the shares represented at the general meeting.

7. The Board of Directors proposal regarding Long-Term Incentive Program 2024
(LTIP 2024)

The Board of Directors proposes that the General Meeting resolves on the
implementation of a long-term incentive program 2024 ("LTIP 2024"). This
proposal is divided into four items:

A. Terms of LTIP 2024.
B. Hedging measures regarding LTIP 2024 through the transfer of treasury
shares.
C. Hedging measures of LTIP 2024 through an equity swap agreement with a third
party.
D. Other matters related to LTIP 2024.

A. Terms of LTIP 2024

A.1 Introduction

The Board of Directors want to implement a long-term incentive program for
current and future senior executives and other employees in the company or its
subsidiaries, in order to encourage a personal long-term ownership in the
company, and in order to increase and strengthen the potential for recruiting,
retaining and motivating such senior executives and other employees. Therefore,
the Board of Directors proposes that the General Meeting resolves on the
implementation of LTIP 2024 for current and future senior executives and other
employees in the company or its subsidiaries.

Participants will, after a qualifying period, be given the opportunity to,
without consideration, receive allotment of ContextVision Shares (defined
below). The number of allotted ContextVision Shares will be dependent on the
fulfilment of certain performance requirements. ContextVision Shares are
ordinary shares in the company ("ContextVision Shares"). The term of LTIP 2024
is approximately three years.

A.2 Basic features of LTIP 2024

LTIP 2024 will be directed towards current and future senior executives and
other employees in the ContextVision Group. The participants are based in Sweden
and other countries where the ContextVision Group is active. The participant
shall be entitled, upon completion of a vesting period (defined below), subject
to continued employment (with the exception of so-called good leavers), and
depending on the fulfillment of the performance requirements related to the
company's Earnings Before Interest, Taxes, Depreciation and Amortisation
("EBITDA"), during the financial years 2025-2027, and the ContextVision Share's
total shareholder return ("TSR"), to receive allotment of ContextVision Shares
("Performance Shares"). Participants shall not pay any consideration for the
allotted Performance Shares. Performance Shares are ContextVision Shares.

A.3 Participation in LTIP 2024

LTIP 2024 is directed towards not more than forty (40) current and future senior
executives and other employees in the company or its subsidiaries, divided into
four categories of participants:

Category Maximum number of Maximum number of
Performance Shares per Performance Shares per
person category
A) CEO, maximum 1 142,200 142,200
person
B) Group Management 47,400 189,600
Team, maximum 4
persons
C) Leaders, maximum 47,400 474,000
10 persons
D) Other employees, 23,700 829,500
maximum 35 persons

New senior executives and other employees who are hired by the company or its
subsidiaries after the end of the initial application period may be offered to
participate in LTIP 2024. The remaining term of LTIP 2024 may be less than three
years upon the inclusion of such new senior executives and other employees into
LTIP 2024. The reason for the inclusion of new senior executives and other
employees after the end of the initial application period is that it is
considered to be of great value for the company and its subsidiaries to quickly
integrate new senior executives and other employees into a corresponding
incentive structure that applies to other senior executives and other employees
covered by LTIP 2024. However, the inclusion of new senior executives and other
employees into LTIP 2024 must not occur later than 31 March 2025.

Any resolution on participation or implementation of LTIP 2024 shall be
conditional on that it, in the Board of Directors' judgement, can be offered
with reasonable administrative costs and financial effects.

A.4 Allotment of Performance Shares

Allotment of Performance Shares within LTIP 2024 will be made during a limited
period of time following the announcement of the quarterly report for the fourth
quarter of 2027. The period up to this date is referred to as the qualification
period ("vesting period"). If the participant and/or the company is prevented
from carrying out the allotment of Performance Shares due to, for example,
insider information, the company has the right to extend the period for
allotment so that it runs until a date when such obstacle has ceased and
allotment can take place.

In order for the participant to be entitled to receive allotment of Performance
Shares, it is assumed that the participant remains an employee of the
ContextVision Group during the full qualification period up until allotment
(with the exception of so-called good leavers), and that the performance
requirements related to the company's EBITDA and/or TSR has been fulfilled.

The Participant can receive allotment of the maximum number of Performance
Shares set out in the table above. Of the maximum number of Performance Shares
that can be allotted per person, fifty (50) percent of the Performance Shares
shall be linked to the fulfillment of the performance requirement regarding
EBITDA and fifty (50) percent of the Performance Shares shall be linked to the
fulfillment of the performance requirement regarding TSR. The two performance
requirements will be determined by the Board of Directors with a minimum and a
maximum level for each performance requirement. For stock market and competitive
reasons, the minimum and maximum level for the performance requirement EBITDA
are not specified. No allotment of Performance Shares linked to a certain
performance requirement will take place below the minimum level for such
performance requirement. Full allotment of Performance Shares linked to a
certain performance requirement will take place at or above the maximum level of
such performance requirement. The number of Performance Shares that can be
allotted increases linearly between the minimum and maximum levels of the
respective performance requirements.

A.4.1 EBITDA (weighting 50 percent)

The performance requirement is based on the ContextVision Group's EBITDA during
the financial years 2025-2027.

A.4.2 TSR (weighting 50 percent)

The performance requirement is based on the total shareholder return per
ContextVision Share based on the volume-weighted average price according to
Euronext Oslo Stock Exchange's official price list for the ContextVision Share
during the first fifteen (15) trading days that directly follows the
announcement of the result from the company's acquisition of own shares compared
with the volume-weighted average price according to Euronext Oslo Stock
Exchange's official price list for the ContextVision Share during the fifteen
(15) trading days that immediately follows the announcement of the quarterly
report for the fourth quarter of 2027, i.e. a calculation of the increase in
percentages in the share price for the ContextVision Share, whereby the closing
price shall be calculated to take into account any dividends paid during the
above-mentioned time period according to the current methodology used when
calculating total shareholder return.

A.5 Limitation of allotment etc.

Before allotment of Performance Shares, the Board of Directors shall assess
whether the allotment is reasonable in relation to the company's financial
results, position and development, as well as other factors. If significant
changes take place within the company, or on the market, which, by the
assessment of the Board of Directors, would mean that the terms for
allotment/transfer of Performance Shares according to LTIP 2024 is no longer
reasonable, the Board of Directors shall have the right to amend LTIP 2024,
including, among others, the right to reduce the number of allotted/transferred
Performance Shares, or not to allot/transfer any Performance Shares at all.

A.6 Implementation and administration etc.

The Board of Directors shall, in accordance with the resolutions by the General
Meeting set forth herein, be responsible for the detailed design and
implementation of LTIP 2024. The Board of Directors may also decide on the
implementation of an alternative cash-based incentive for participants in
countries where the allotment of Performance Shares is not possible, as well as
if otherwise considered appropriate. Such alternative incentive shall to the
extent practically possible be designed to correspond to the terms of LTIP 2024.
The intention is that the Board of Directors shall launch LTIP 2024 as soon as
practically possible following the General Meeting.

In the event that the General Meeting does not resolve in accordance with item B
with the required majority, the company shall hedge itself against the financial
exposure that LTIP 2024 is expected to entail, by entering into a share swap
agreement with a third party in accordance with what is stated in item C below.

B. Hedging measures regarding LTIP 2024 through the transfer of treasury shares

B.1 Approval of transfer of ContextVision Shares

The Board of Directors proposes that the General Meeting resolve to approve the
transfer of ContextVision Shares owned by the company on the following terms and
conditions:

a. A maximum number of 1,398,300 ContextVision Shares may be transferred free
of charge to participants within LTIP 2024 at the time and subject to the other
conditions under which participants in LTIP 2024 have the right to be allotted
ContextVision Shares.
b. The number of ContextVision Shares that might be transferred under LTIP 2024
shall be subject to customary re-calculation principles and may, consequently,
be subject to re-calculation due to a bonus issue, share split, rights issues,
dividends and/or other similar events. Resolutions resolved upon by this
Extraordinary General Meeting or, if applicable, based on an authorization from
this Extraordinary General Meeting shall not be included in a re-calculation of
the number of ContextVision Shares.
c. It was noted that a proposal regarding an authorization for the Board of
Directors to resolve on transfer of ContextVision Shares on Euronext Oslo Stock
Exchange will be proposed by the Board of Directors prior to the Annual General
Meeting 2028 in order to hedge the cash flow related to the company's payments
of social security contributions in relation to LTIP 2024.

B.2 The basis for the Board of Directors' proposal

Since the Board of Directors considers that the most cost-effective method of
transferring ContextVision Shares under LTIP 2024 is to transfer ContextVision
Shares owned by the company, the Board of Directors proposes that the transfer
is hedged in this way in accordance with this item B. Should the necessary
majority not be obtained for the proposal in item B, the Board of Directors will
enter into a share swap agreement, in accordance with item C below. A share swap
agreement will also be relevant should this be more appropriate, for example due
to the fact that the acquisition of own shares cannot be made to the extent
required to be able to transfer shares under LTIP 2024.

C. Hedging measures of LTIP 2024 through an equity swap agreement with a third
party

In the event that the necessary majority is not obtained for item B above, the
company will hedge itself against the financial exposure that LTIP 2024 is
expected to entail, by the company entering into a share swap agreement with a
third party, whereby the third party in its own name shall acquire and transfer
ContextVision Shares regarding LTIP 2024. The relevant number of ContextVision
Shares shall correspond to the number of shares proposed under item B above.

D. Other matters in relation to LTIP 2024

D.1 Majority requirements etc.

A valid resolution under item A above (including item C) requires a majority of
more than half of the votes cast at the General Meeting.

A valid resolution under item B above requires that shareholders representing
not less than nine-tenths (90%) of the votes cast as well as the shares
represented at the General Meeting approve the resolution.

D.2 Estimated costs, expenses and financial effects of LTIP

The costs for LTIP 2024 which are charged in the profit and loss account, are
calculated according to the accounting standard IFRS 2 and distributed over the
vesting period. The calculation has been made based on the volume-weighted
average price according to Euronext Oslo Stock Exchange's official price list
for the ContextVision Share from and including September 24, 2024 to and
including October 7, 2024 (equivalent to 10 trading days), i.e. NOK 5.1 per
share (rounded to one decimal), and the following assumptions: (i) an estimated
annual turnover of personnel of 10 percent, (ii) a fulfilment of the performance
requirements of approximately 50 percent, (iii) an assessment of the future
volatility of the ContextVision Shares, (iv) that a total maximum of 1,398,300
Performance Shares are eligible for allotment, and (v) an exchange rate NOK/SEK
of 0.98. In addition to what is set forth above, the costs for the LTIP 2024
have been based on that the program comprises a maximum of fourty (40)
participants.

In total, the costs for LTIP 2024 according to IFRS 2 are estimated to
approximately SEK 2.4 million excluding social security costs (SEK 3.7 million
if the fulfilment of the performance conditions is 100 percent). The costs for
social security charges are calculated to approximately SEK 1.1 million, based
on the above assumptions, and also assuming a TSR of approximately 12 percent
during the vesting period of LTIP 2024 and a social security tax rate of 30
percent (SEK 2.7 million if the fulfilment of the performance conditions is 100
percent, as well as a yearly TSR of approximately 20 percent during LTIP 2024).

The expected annual costs of SEK 1.2 million, including social security charges,
correspond to approximately 2.5 percent of the Group's total employee costs for
the financial year 2023 (4.6 percent if the fulfilment of the performance
conditions is 100 percent).

As proposed, LTIP 2024 may comprise a maximum of 1,817,800 shares in
ContextVision, representing approximately 2.3 percent of all shares and votes in
ContextVision, including 419,500 shares that may be transferred on Euronext Oslo
Stock Exchange in order to hedge the cash flow related to the company's payments
of social security contributions associated with LTIP 2024.

The expeced cost for advisory fees in order to ensure delivery of shares to
participants through acquisition and transfer of ContextVision Shares is
approximately SEK 300,000. The cost for a share swap arrangement with a third
party is higher and based on an interest base with an addition for the company's
lending costs, taking into account the structure of the share swap derivative.

Given the above assumptions regarding costs and that LTIP 2024 was introduced in
2022 instead, it is estimated that the key ratio earnings per share for the full
year 2023 would have decreased from SEK 0.42 per share to SEK 0.41 per share,
based on the average number of outstanding shares. Similarly, equity per share
would have decreased from SEK 1.01 per share to SEK 0.99 per share, based on the
number of shares outstanding at year-end.

D.3 The Board of Directors' statement

The Board of Directors wishes to increase the ability of the company and its
subsidiaries to retain senior executives and other employees. Moreover, an
individual long-term ownership commitment among the participants in LTIP 2024 is
expected to stimulate greater interest and motivation in the company's business
operations, results and strategy. The Board of Directors believes that the
implementation of LTIP 2024 will benefit the company and its shareholders. LTIP
2024 will provide a competitive and motivation-improving incentive for senior
executives and other employees within the company and its subsidiaries.

LTIP 2024 has been designed to reward the participants for increased shareholder
value by allotting ContextVision Shares, based on the fulfilment of result based
conditions and conditions linked to increased shareholder value. By linking the
employees' remuneration to an improvement in ContextVision's results and value,
the long-term value growth of ContextVision is rewarded. Based on these
circumstances, the Board of Directors considers that the implementation of LTIP
2024 will have a positive effect on the company's continued development, and
will thus be beneficial to the shareholders and the company.

D.4 Preparation of the item

The basis for LTIP 2024 has been prepared by the Board of Directors of the
company. The work has been supported by external advisors and has been made in
consultation with shareholders. The Board of Directors has thereafter decided to
present this proposal for the General Meeting. Except for the staff that have
prepared the matter upon instruction from the Board of Directors, no employee
that may be a participant of the program has participated in the preparations of
the program's terms.

D.5 Other share-related incentive programs

The company's other share-related incentive programs are described on page 31 in
the company's annual report.

Documents

The Annual Report and other documents pursuant to the Swedish Companies Act as
well as proxy forms will be kept available at the company's office,
Holländargatan 13, Stockholm, and at the company's website, www.contextvision.se
from 30 October 2024 and will also be sent to shareholders that so request and
state their address.

N.B. This English version of the notice to the Extraordinary General Meeting is
an unofficial translation. In case of any discrepancies in relation to the
Swedish version of the notice to the Extraordinary General Meeting, the Swedish
version shall prevail.

Stockholm in October 2024

CONTEXTVISION AB (PUBL)

The Board of Directors

For more information, please contact:
ir@contextvision.com

About ContextVision

ContextVision is a medical technology software company specialized in
image analysis and artificial intelligence. As the global market leader within
image enhancement, we are a trusted partner to leading manufacturers of
ultrasound, X-ray and MRI equipment around the world. Our expertise is to
develop powerful software products, based on proprietary technology and
artificial intelligence for image-based applications. Our cutting-edge
technology helps clinicians accurately interpret medical images, a crucial
foundation for better diagnosis and treatment. The company, established in 1983,
is based in Sweden with local representation in the U.S., Japan, China and
Korea. ContextVision is listed on the Oslo Stock Exchange under the ticker
CONTX.

This information is inside information pursuant to the EU Market Abuse
Regulation and is subject to the disclosure requirements pursuant to Section 5
-12 the Norwegian Securities Trading Act. The information was submitted for
publication, through the agency of the contact person set out above, at 17.00
p.m. CET on October 18, 2024.

More information:
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