11 Apr 2025 09:30 CEST

Issuer

ContextVision AB

The shareholders of ContextVision AB (publ), reg. no. 556377-8900, are hereby
invited to the Annual General Meeting on Tuesday, 13 May 2025, at 14:00, at the
company's premises, Gamla Brogatan 26, 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 Monday, 5 May 2025, 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
Wednesday, 7 May 2025 (by e-mail: ir@contextvision.com or by post: Gamla
Brogatan 26, 111 20 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 5 May 2025. 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 7 May 2025 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 General Meeting must give notice of attendance to DNB Bank ASA no later than
25 April 2025 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 General Meeting. Shareholders registered with VPS who only
have given notice of attendance to the company may participate in the 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 this notice to the general meeting, the company has in
total 77,367,500 registered shares, corresponding to in total 77,367,500 votes.
The company hold 1,241,457 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 chairperson 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. Presentation of annual report and auditor's report as well as of the
consolidated financial statements and the auditor's report for the group
7. Resolution regarding:

a. adoption of the income statement and the balance sheet as well as the
consolidated income statement and the consolidated balance sheet
b. appropriation of the company's profit or loss in accordance with the adopted
balance sheet
c. discharge from liability of members of the board of directors and the
managing director

8. Determination of the number of board members and deputy board members and
auditors and deputy auditors
9. Election of the board of directors and the auditors
10. Determination of fees for the board of directors and the auditors
11. Proposal regarding principles for the appointment of a nomination committee
and instruction to the nomination committee
12. Resolution regarding approval of the remuneration report
13. The board of directors' proposal regarding guidelines for remuneration to
senior executives
14. The board of directors' proposal to authorize the board of directors to
resolve on the acquisition of the company's own shares
15. The board of directors' proposal on a Long-Term Incentive Program 2025 (LTIP
2025)
16. Conclusion of the meeting

7 B. Resolution regarding appropriation of the company's profit or loss in
accordance with the adopted balance sheet

The board of directors' proposes that no dividend shall be distributed for the
financial year 2024 and that the company's result shall be carried forward in
the new accounts.

8. Determination of the number of board members and deputy board members and
auditors and deputy auditors

The shareholder Monsun AS proposes that the board of directors, for the period
up until the end of the next annual general meeting, shall be composed of three
directors with no deputy directors.

The shareholders Martin Hedlund and Sven Günter-Hanssen proposes that the board
of directors, for the period up until the end of the next annual general
meeting, shall be composed of five directors with no deputy directors.

It is proposed that one registered accounting firm is elected as auditor.

9. Election of the board of directors and the auditors

The shareholder Monsun AS proposes that the board members Olof Sandén and Martin
Ingvar shall be re-elected for the period up until the end of the next annual
general meeting. Furthermore, the shareholder Monsun AS proposes that Christer
Ljungberg shall be elected as a new board member for the period up until the end
of the next annual general meeting. In addition, the shareholder Monsun AS
proposes that Olof Sandén shall be re-elected as chairman of the board of
directors for the period up until the end of the next annual general meeting.

The shareholders Martin Hedlund and Sven Günter-Hanssen propose that the board
members Olof Sandén, Martin Ingvar, Martin Hedlund and Sven Günter-Hanssen shall
be re-elected for the period up until the end of the next annual general
meeting. Furthermore, the shareholders Martin Hedlund and Sven Günter-Hanssen
propose that the new candidate nominated by Monsun AS, Christer Ljungberg, shall
be elected as a new board member for the period up until the end of the next
annual general meeting. In addition, the shareholders Martin Hedlund and Sven
Günter-Hanssen propose that Olof Sandén shall be re-elected as chairman of the
board of directors for the period up until the end of the next annual general
meeting.

Information regarding the proposed new board member:

Name:                   Christer Ljungberg.

Year of birth:                    1963.

Education:                   Christer Ljungberg holds a Master of Science in
Engineering from Chalmers University of Technology in Gothenburg, is educated in
market economy at DIHM, and is a member of Svenska Styrelseakademien.

Experience:                 Christer Ljungberg has, through board assignments
and work in senior positions, significant knowledge of business development.
Christer Ljungberg has many years of experience in developing software and
technology companies with digital business models as CEO and from board
assignments. Previous experience include assignments within Visitgroup
International AB, Viedoc Technologies AB, Ecoguard AB, Micropos Medical AB,
Netgain AB, Remotex AB, Wedia Scandinavia AB (CEO and board member), Elander
Invest AB (CEO and board member) and Followit AB (founder, CEO and board
member).

Other assignments: Christer Ljungberg is chairman of the board of Modelon AB and
Exalt AB (publ), as well as member of the board of Magello AB, Prover Technology
AB, Cloudmore AB and Novogon AB.

Independence:           Christer Ljungberg is independent in relation to the
company and its management and in relation to the company's major shareholders.

For information regarding the board members proposed for re-election, please
refer to the Annual Report 2024.

It is proposed that the accounting firm Grant Thornton shall be re-elected as
auditor for the period up until the end of the next annual general meeting.
Grant Thornton has announced that the authorized public accountant, Joakim
Söderin, will be the responsible auditor.

10. Determination of fees for the board of directors and the auditors

The shareholder Monsun AS proposes that fees to the board of directors, for the
period up until the end of the next annual general meeting, shall amount to a
total of SEK 926,000 with the following distribution: SEK 400,000 to the
chairman of the board of directors (currently SEK 385,000) and SEK 263,000 to
each of the other members of the board of directors (currently SEK 253,000).

The shareholders Martin Hedlund and Sven Günter-Hanssen proposes that fees to
the board of directors, for the period up until the end of the next annual
general meeting, shall amount to a total of SEK 1,452,000 with the following
distribution: SEK 400,000 to the chairman of the board of directors (currently
SEK 385,000) and SEK 263,000 to each of the other members of the board of
directors (currently SEK 253,000).

Furthermore, it is proposed that the fee to the auditor, for the period up until
the end of the next annual general meeting, shall be paid as incurred.

11. Proposal regarding principles for the appointment of a nomination committee
and instruction to the nomination committee

It is proposed that the general meeting resolve that a nomination committee for
the annual general meeting 2026 shall be appointed in accordance with the
following.

Principles for the appointment of a nomination committee and instruction to the
nomination committee

1. Election of members etc.

1.
1. The chairman of the board of directors shall - by the end of the third
quarter 2025 at the latest - contact the three largest registered shareholders
or otherwise known shareholders as of August 31, and ask them to appoint one
member each to be part of the nomination committee. If one shareholder refrains
from appointing a member to the nomination committee, the shareholder next in
line, according to shareholding, shall be asked to appoint a member of the
nomination committee. The term of office shall run until the next nomination
committee has taken office.

1.
2. The nomination committee shall consist of at least four members, including
the chairman of the board of directors.

1.
3. The chairman of the board of directors is the convenor of the nomination
committee's first meeting. For the continued work, a chairman of the nomination
committee shall be appointed within the nomination committee. The chairman of
the nomination committee shall not be the chairman of the board of directors.

1.
4. The composition of the nomination committee shall be announced no later
than six months before the annual general meeting. Through this procedure, all
shareholders shall be made aware of which persons that may be contacted
regarding nomination matters.

1.
5. The nomination committee shall fulfill the obligations stated in the
Swedish Corporate Governance Code as well as propose a procedure for the
election of a new nomination committee. The nomination Committee may, within
itself and through adjunction of the required additional member(s), appoint a
specific nomination committee responsible for the appointment of auditors (in
accordance with Section 2.1 below). If such a nomination committee is appointed,
this shall be announced in accordance with what is stated above in Section 1.4.

1.
6. Should a shareholder, who appointed a member of the nomination committee,
sell a substantial part of its shares in the company before the nomination
committee's work is fulfilled, the appointed member shall, upon decision of the
nomination committee, resign and be replaced by a new member appointed by the
shareholder who at the time is the largest registered shareholder or otherwise
known shareholder not represented in the nomination committee. Should any member
of the nomination committee no longer represent the shareholder who appointed
the member before the nomination committee's work is fulfilled, such member
shall, upon decision of the nomination committee, be replaced by new member
appointed by the shareholder. Upon decision of the nomination committee,
amendments of the composition of the nomination committee shall be done in
accordance with the principles stated above in the event that the ownership of
the company, in other cases than referred to above, substantially change before
the nomination committee's work is fulfilled.

2. The task of the nomination committee

1.
1. The nomination committee shall prepare and propose decisions to the
general meeting regarding:

· Election of chairperson of the general meeting
· Resolution regarding the number of members of the board of directors
· Election of and resolution regarding fees to the chairperson of the board of
directors and the members of the board of directors, respectively
· Election of and resolution regarding fees to the auditor and deputy auditor
(if applicable)
· Election of and resolution regarding fees to the members of any other
specific committee that the general meeting may resolve to appoint
· Procedure for election of a new nomination committee

1.
2. The nomination committee's proposed resolutions shall be submitted to the
company through the chairperson of board of directors no later than six weeks
before the general meeting where election of the board of directors and auditor
shall take place. The proposed resolutions shall, as far as possible, include
all the necessary information in order for the company to fulfil its information
obligations under the Swedish Companies Act, marketplace rules, good practice on
the stock market and other applicable rules/recommendations.

1.
3. The chairperson of the board of directors shall, in an appropriate manner,
inform the nomination committee regarding the board of directors competence
profile and work methods.

3. Meetings

1.
1. The nomination committee shall convene when necessary in order for the
nomination committee to fulfil its tasks, however, at least once a year during
each term. The notice to the meeting shall be issued by the chairperson of the
nomination committee (exemption in Section 1.3). A member of the nomination
committee may request that the nomination committee convene.

1.
2. The nomination committee has a quorum when at least half of the members
are participating in a meeting. However, the nomination committee may not
resolve on any issue if all the members of the nomination committee have not
been afforded the opportunity to participate in the business of the meeting. The
decision made by the nomination committee is the decision voted for by the
majority of members present, or, when there is a tie, the chairperson of the
nomination committee shall cast the deciding vote.

1.
3. The nomination committee shall keep minutes of its meetings. The minutes
shall be signed by the chairperson of the nomination committee and adjusted by a
member appointed by the nomination committee. Minutes shall be stored in
accordance with what is stated regarding minutes of meetings of the board of
directors.

12. Resolution regarding approval of the remuneration report

The board of directors proposes that the general meeting resolves to approve the
remuneration report for the financial year 2024.

13. The board of directors' proposal regarding guidelines for remuneration to
senior executives

The board of directors proposes that the general meeting resolves to adopt the
following guidelines for remuneration to senior executives.

Guidelines for Remuneration to Senior Executives

1. Introduction

1.
1. These Guidelines for Remuneration to Senior Executives (the "Guidelines")
are applicable to remuneration agreed, and amendments to remuneration already
agreed, after the adoption of the Guidelines by the annual general meeting on
May 13, 2025. These Guidelines encompass remuneration to the board of directors,
the CEO and the executive management, however, these Guidelines do not apply to
any remuneration decided or approved by the general meeting.

1.
2. The board of directors shall be entitled to temporarily depart from these
Guidelines, in whole or in part, if special reasons justify doing so in an
individual case and such deviation is necessary in order to meet the company's
long-term interests and sustainability or to ensure the company's financial
viability. If such a departure occurs, it must be reported in the remuneration
report before the next annual general meeting. These Guidelines pertain to the
period starting from the annual general meeting on May 13, 2025. Any issue
regarding departure from these Guidelines shall be prepared and resolved upon by
the board of directors.

2. The Guidelines' promotion of the company's business strategy, long-term
interest and sustainability

1.
1. ContextVision's strategy is to improve patients' lives through
collaborative medtech innovation.

1.
2. The board of directors considers that it is critical for the successful
implementation of the company's business strategy and safeguarding of its long
-term interests, that the company is able to recruit and retain senior
executives with the competence and capacity to achieve specified goals. To this
end, the company must offer competitive remuneration to motivate senior
executives. Short-term variable pay covered by these Guidelines shall be based
on criteria that aim at promoting the company's business strategy and long-term
interests, including its sustainability, and where the fulfillment of the
criteria is determined by the method set out below.

3. Forms of remuneration, etc.

The remuneration and other terms of employment for senior executives shall be
based on market terms. Total remuneration consists of base salary and variable
pay, pension and other benefits. In addition, the general meeting may -
regardless of these Guidelines - resolve on, inter alia, share-related or share
-price related remuneration. Such remuneration is therefore excluded in the
calculation of the total remuneration and the relative proportion of the
remuneration components.

4. Fixed remuneration

In establishing the base salary for the CEO and members of the executive
management, the scope and complexity of the position in question, as well as the
individual's performance is taken into account. The executive managements'
salaries are, like the other components of remuneration, subject to annual
review by the board of directors. The base salary constitutes a maximum of 70
percent of total remuneration in the event of a maximum outcome of short-term
variable pay.

5. Short-term variable remuneration

The short-term variable pay covered by these Guidelines shall aim at promoting
the company's business strategy and long-term interests, including its
sustainability. The short-term variable pay shall be dependent upon either the
company's and/or the individual's fulfillment of criteria set annually or with
another periodicity. In that way, the short-term variable pay is clearly related
to the company's development and/or the work contributions and performance of
the individual. The criteria can be financial or non-financial, qualitative or
quantitative, and shall be based on factors which support the company's business
strategy and long-term interests. Short-term variable pay may also be awarded in
extraordinary circumstances, provided that such extraordinary arrangements are
applied on an individual basis only, either for the purpose of recruiting or
retaining members of the executive management, or as remuneration for
extraordinary performance beyond the individual's ordinary tasks. The outcome is
prepared and approved by the board of directors in connection with the end of
the qualification period or after or in connection with an extraordinary
circumstance or event. The remuneration is thereafter paid out. The short-term
variable pay can amount to a maximum of 35 percent of base salary and 30 percent
of total remuneration. Variable pay shall be pensionable, but not entitle to
holiday pay. The company has no contractual right to recover the remuneration.

6. Long-term variable remuneration

Members of the executive management can be offered incentive programs, which
mainly should be share-related or share-price-related. An incentive program is
intended to improve the participants' commitment to the company's development
and shall be introduced on market-based terms. Resolutions on share-related or
share-price-related incentive programs must be passed at a general meeting and
are therefore not covered by these Guidelines.

7. Benefits

1.
1. Pension

Members of the executive management employed in Sweden are covered by the
contribution-defined plan under ITP1. Certain members of the executive
management employed have a supplementary contribution-defined pension plan in
addition to the ITP plan. The retirement age for members of the executive
management employed in Sweden is 67 years. For members of the executive
management employed outside of Sweden, locally competitive pension plans and
retirement ages are applied.

1.
2. Other benefits

Other benefits e.g. car benefits, health insurance and life insurance are
established based on them being competitive in the local market.

Pension and other benefits constitute a maximum of 30 percent of total
remuneration in the event of a maximum outcome of short-term variable pay.

8. Expat arrangements etc.

Members of the executive management who are required to relocate (expatriates)
and/or commute internationally to execute the requirements of their role, may
receive additional benefits and/or allowances to the extent reasonable in light
of the special circumstances associated with such international relocation
and/or commuting arrangements. Such additional benefits and/or allowances shall
be decided by the board of directors. The aforementioned benefits and/or
allowances may include (but is not limited to) commuting or relocation costs,
cost of living adjustments, housing, home travel or education allowance, tax and
social security equalization assistance.

9. Additional arrangements

1.
1. In addition, it may on a case-by-case basis be approved by the board of
directors to compensate an individual for remuneration forfeited from a previous
employer during recruitment. The board of directors will consider on a case-by
-case basis if all or some of the remuneration, including incentives forfeited
need to be "bought-out".

1.
2. If there is a buy-out of forfeited incentives, this will take into account
relevant factors including the form they were granted (cash vs. shares),
performance conditions attached to these awards and the time they would have
vested/paid. Generally, buy-out awards will be made on a comparable basis to
those forfeited.

1.
3. In the event of an internal candidate being promoted to the executive
management, legacy terms and conditions may be honored, including pension and
benefits entitlements and any outstanding incentive awards. If a member of the
executive management is appointed following a merger or acquisition with/of
another company, legacy terms and conditions may be honored.

10. Special adjustments

Regarding employment contracts governed by rules other than those applying in
Sweden, appropriate adjustments may be made in order to comply with such
mandatory rules or local practices in the individual's country of employment,
taking into account, to the extent possible, the overall purpose of these
Guidelines.

11. Notice of termination and severance pay

The employment or contractual agreements of members of the executive management
shall be valid until further notice or for a specified period of time. For the
CEO, in the event of termination by the company, a maximum of six months' notice
period and a maximum of twelve months' severance pay apply. For members of the
executive management employed in Sweden, the mutual notice period is a maximum
of six months. Upon termination by the company, a maximum of six months'
severance pay also applies. During the notice period, the current employment
contract runs with associated benefits. In cases where severance pay would be
paid, no other benefits will be paid after the expiry of the notice period. For
members of the executive management who are locally employed outside of Sweden,
employment or contractual agreements shall comply with mandatory rules
applicable in the relevant jurisdiction or local practices in the individual's
country of employment, entailing that e.g. other term of the employment (or term
of contract as the case may be), other notice periods and other agreements on
severance pay may be applicable in the individual case.

12. Salary and terms of employment

In preparing the board of directors' proposal for these Guidelines, the salaries
and terms of employment for the company's other employees have been taken into
account. Information about the executive managements' total remuneration,
components of their remuneration, as well as increases in remuneration and rates
of increase over time have been obtained and have constituted a part of the
board of directors' decision basis in their evaluation of the fairness of these
Guidelines and the limitations arising from them.

13. The resolution process

1.
1. The Board of Directors shall prepare a proposal for new guidelines when
there is a need for significant changes to the Guidelines, however at least
every four years.

1.
2. The board of directors shall, inter alia, monitor and evaluate the
application of these Guidelines resolved by the annual general meeting. The CEO
or other members of the executive management shall not be present while the
board of directors addresses issues related to remuneration and passes
resolutions about them, insofar as they are affected by the issues.

1.
3. If the general meeting resolves not to adopt guidelines when there is a
proposal for such, the board of directors shall submit a new proposal no later
than at the next annual general meeting. In such cases, remuneration shall be
paid in accordance with the current Guidelines.

1.
4. External advisors are used in the preparation of these matters when deemed
necessary.

14. Review of the Guidelines

The guidelines were reviewed ahead of the annual general meeting on May 13,
2025, and the review has, inter alia, resulted in a clarification of the
application of the Guidelines in connection with, inter alia, international
relocation and/or commuting arrangements. In addition to the above, the review
has resulted in certain editorial changes. The aforementioned changes are not
expected to entail any significant change in the remuneration paid in accordance
with the current guidelines.

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

The board of directors proposes that the general meeting resolves to authorize
the board of directors, for the period up until the 2026 annual general meeting,
to resolve on the acquisition of own shares in the company in accordance with
the following conditions:

1. The acquisition may involve up to 4,000,000 shares in the company for an
amount not exceeding NOK 20,000,000.

2. The acquisition of shares may be made through trading on Euronext Oslo Stock
Exchange (the "Exchange") or through an offer directed to all holders of shares
in the company.

3. Shares may only be acquired on the Exchange at a price per share that does
not exceed the higher of: a) the last independent trade in the company's share;
and b) the highest current bid for the company's share on the Exchange.

4. Shares may only be acquired through an offer directed to all holders of
shares in the company at a price per share which, at the time of the offer, does
not exceed the market value by 20 percent or is 20 percent below the market
value at the time of the offer.

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

6. This authorization may be utilized on one or several occasions up until the
2026 annual general meeting.

The purpose of the above authorization is to reduce the capital of the issuer
and/or to meet obligations arising from the company's Long-Term Incentive
Programs (LTIP). The board of directors has proposed that the general meeting
shall resolve on the introduction of a new Long-Term Incentive Program 2025
(LTIP 2025), that is subject to a separate resolution under item 15 of this
notice to this 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.

15. The board of directors' proposal regarding Long-Term Incentive Program 2025
(LTIP 2025)

The board of directors proposes that the general meeting resolves on the
implementation of a long-term incentive program 2025 ("LTIP 2025"). This
proposal is divided into four items:

A. Terms of LTIP 2025.
B. Hedging measures regarding LTIP 2025 through the transfer of treasury
shares.
C. Hedging measures regarding LTIP 2025 through an equity swap agreement with a
third party.
D. Other matters related to LTIP 2025.

A. Terms of LTIP 2025

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 2025 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 2025
is approximately three years.

A.2 Basic features of LTIP 2025

LTIP 2025 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 2026-2028, 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 2025

LTIP 2025 is directed towards not more than fifty (50) current and future senior
executives and other employees in the company or its subsidiaries, divided into
three 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) Other employees, 47,400 1,066,500
maximum 45 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 2025. The remaining term of LTIP 2025 may be less than three
years upon the inclusion of such new senior executives and other employees into
LTIP 2025. 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 2025. However, the inclusion of new senior executives and other
employees into LTIP 2025 must not occur later than 31 December 2025.

Any resolution on participation or implementation of LTIP 2025 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 2025 will be made during a limited
period of time following the announcement of the quarterly report for the fourth
quarter of 2028. 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 2026-2028.

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 annual
general meeting 2025 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 2028, 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 2025 is no longer
reasonable, the board of directors shall have the right to amend LTIP 2025,
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 2025. 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 2025.
The intention is that the board of directors shall launch LTIP 2025 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 2025 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 2025 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 2025 at the time and subject to the other
conditions under which participants in LTIP 2025 have the right to be allotted
ContextVision Shares.
b. The number of ContextVision Shares that might be transferred under LTIP 2025
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 general
meeting or, if applicable, based on an authorization from this 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 and 2029, respectively, in order to hedge the cash flow related to
the company's payments of social security contributions in relation to LTIP 2024
and LTIP 2025, respectively.

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 2025 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 2025.

C. Hedging measures regarding LTIP 2025 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 2025 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 2025. 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 2025

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 2025 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 March 19, 2025, to and including
April 1, 2025 (equivalent to 10 trading days), i.e. NOK 5.8 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 0.95. In
addition to what is set forth above, the costs for the LTIP 2025 have been based
on that the program comprises a maximum of fifty (50) participants.

In total, the costs for LTIP 2025 according to IFRS 2 are estimated to
approximately SEK 2.6 million excluding social security costs (SEK 3.9 million
if the fulfilment of the performance conditions is 100 percent). The costs for
social security charges are calculated to approximately SEK 1.2 million, based
on the above assumptions, and also assuming a TSR of approximately 12 percent
during the vesting period of LTIP 2025 and a social security tax rate of 30
percent (SEK 3.1 million if the fulfilment of the performance conditions is 100
percent, as well as a yearly TSR of approximately 20 percent during LTIP 2025).

The expected annual costs of SEK 1.0 million, including social security charges,
correspond to approximately 1.8 percent of the Group's total employee costs for
the financial year 2024 (3.3 percent if the fulfilment of the performance
conditions is 100 percent).

As proposed, LTIP 2025 may comprise a maximum of 1,398,300 shares in
ContextVision. Together with 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 2025, the total
number of shares amounts to 1,817,800. This corresponds to approximately 2.3
percent of all shares and votes in ContextVision.

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 2025 was introduced in
2023 instead, it is estimated that the key ratio earnings per share for the full
year 2024 would have decreased from SEK 0.32 per share to SEK 0.31 per share,
based on the average number of outstanding shares. Similarly, equity per share
would have decreased from SEK 1.22 per share to SEK 1.21 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 2025 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 2025 will benefit the company and its shareholders. LTIP
2025 will provide a competitive and motivation-improving incentive for senior
executives and other employees within the company and its subsidiaries.

LTIP 2025 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
2025 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 2025 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 29 in
the company's annual report 2024.

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, Gamla
Brogatan 26, Stockholm, and at the company's website, www.contextvision.se no
later than on 22 April 2025 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 April 2025

CONTEXTVISION AB (PUBL)

The Board of Directors

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


About ContextVision
ContextVision is a 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.


643597_ContextVIsion_Remuneration_report_2024.pdf
643597_ContextVision_Board_of_Directors_Statement_regarding_Repurchase_of_Own_Shares.pdf
643597_ContextVision_Invitation_to_annual_general_meeting_2025.pdf

Source

ContextVision AB

Provider

Oslo Børs Newspoint

Company Name

CONTEXTVISION

ISIN

SE0014731154

Symbol

CONTX

Market

Euronext Oslo Børs