Tisdag 7 April | 22:31:56 Europe / Stockholm

Prenumeration

Kalender

Est. tid*
2027-02-18 08:00 Bokslutskommuniké 2026
2026-11-05 08:00 Kvartalsrapport 2026-Q3
2026-08-27 08:00 Kvartalsrapport 2026-Q2
2026-05-13 N/A X-dag ordinarie utdelning CONTX 0.00 NOK
2026-05-12 N/A Årsstämma
2026-05-08 08:00 Kvartalsrapport 2026-Q1
2026-02-19 - Bokslutskommuniké 2025
2025-11-06 - Kvartalsrapport 2025-Q3
2025-08-26 - Kvartalsrapport 2025-Q2
2025-05-14 - X-dag ordinarie utdelning CONTX 0.00 NOK
2025-05-13 - Årsstämma
2025-05-07 - Kvartalsrapport 2025-Q1
2025-02-20 - Bokslutskommuniké 2024
2024-11-20 - Extra Bolagsstämma 2024
2024-11-07 - Kvartalsrapport 2024-Q3
2024-08-26 - Kvartalsrapport 2024-Q2
2024-05-15 - X-dag ordinarie utdelning CONTX 0.00 NOK
2024-05-14 - Årsstämma
2024-05-08 - Kvartalsrapport 2024-Q1
2024-02-15 - Bokslutskommuniké 2023
2023-11-02 - X-dag halvårsutdelning CONTX 0.15741
2023-10-26 - Kvartalsrapport 2023-Q3
2023-08-24 - Kvartalsrapport 2023-Q2
2023-05-08 - X-dag halvårsutdelning CONTX 0.15741
2023-05-03 - Årsstämma
2023-04-27 - Kvartalsrapport 2023-Q1
2023-02-16 - Bokslutskommuniké 2022
2022-10-20 - Kvartalsrapport 2022-Q3
2022-08-11 - Kvartalsrapport 2022-Q2
2022-05-05 - X-dag ordinarie utdelning CONTX 0.00 NOK
2022-05-04 - Årsstämma
2022-04-21 - Kvartalsrapport 2022-Q1
2022-02-17 - Bokslutskommuniké 2021
2021-12-10 - Extra Bolagsstämma 2021
2021-10-21 - Kvartalsrapport 2021-Q3
2021-08-12 - Kvartalsrapport 2021-Q2
2021-05-06 - X-dag ordinarie utdelning CONTX 0.00 NOK
2021-05-05 - Årsstämma
2021-04-22 - Kvartalsrapport 2021-Q1
2021-02-18 - Bokslutskommuniké 2020
2020-10-22 - Kvartalsrapport 2020-Q3
2020-08-19 - Split CONTX 1:10
2020-08-13 - Kvartalsrapport 2020-Q2
2020-08-05 - Extra Bolagsstämma 2020
2020-05-07 - X-dag ordinarie utdelning CONTX 0.00 NOK
2020-05-06 - Årsstämma
2020-04-23 - Kvartalsrapport 2020-Q1
2020-02-20 - Bokslutskommuniké 2019
2019-10-24 - Kvartalsrapport 2019-Q3
2019-08-15 - Kvartalsrapport 2019-Q2
2019-05-09 - X-dag ordinarie utdelning CONTX 0.00 NOK
2019-05-08 - Årsstämma
2019-04-25 - Kvartalsrapport 2019-Q1
2019-02-21 - Bokslutskommuniké 2018
2018-10-25 - Kvartalsrapport 2018-Q3
2018-08-16 - Kvartalsrapport 2018-Q2
2018-05-11 - X-dag ordinarie utdelning CONTX 0.00 NOK
2018-05-09 - Årsstämma
2018-04-26 - Kvartalsrapport 2018-Q1
2018-02-22 - Bokslutskommuniké 2017
2017-10-26 - Kvartalsrapport 2017-Q3
2017-08-17 - Kvartalsrapport 2017-Q2
2017-05-11 - X-dag ordinarie utdelning CONTX 0.00 NOK
2017-05-10 - Årsstämma
2017-04-27 - Kvartalsrapport 2017-Q1
2017-02-23 - Bokslutskommuniké 2016
2016-10-27 - Kvartalsrapport 2016-Q3
2016-08-18 - Kvartalsrapport 2016-Q2
2016-04-21 - X-dag ordinarie utdelning CONTX 0.00 NOK
2016-04-21 - Kvartalsrapport 2016-Q1
2016-04-20 - Årsstämma
2016-02-18 - Bokslutskommuniké 2015
2015-10-22 - Kvartalsrapport 2015-Q3
2015-08-20 - Kvartalsrapport 2015-Q2
2015-04-23 - X-dag ordinarie utdelning CONTX 0.00 NOK
2015-04-23 - Kvartalsrapport 2015-Q1
2015-04-22 - Årsstämma
2015-02-19 - Bokslutskommuniké 2014
2014-10-23 - Kvartalsrapport 2014-Q3
2014-08-21 - Kvartalsrapport 2014-Q2
2014-05-12 - 15-7 2014
2014-04-24 - X-dag ordinarie utdelning CONTX 0.00 NOK
2014-04-24 - Kvartalsrapport 2014-Q1
2014-04-23 - Årsstämma
2014-02-20 - Bokslutskommuniké 2013
2013-10-24 - Kvartalsrapport 2013-Q3
2013-08-22 - Kvartalsrapport 2013-Q2
2013-06-13 - X-dag ordinarie utdelning CONTX 0.00 NOK
2013-06-12 - Årsstämma
2013-04-25 - Kvartalsrapport 2013-Q1
2013-02-21 - Bokslutskommuniké 2012
2012-10-25 - Kvartalsrapport 2012-Q3
2012-08-23 - Kvartalsrapport 2012-Q2
2012-06-14 - X-dag ordinarie utdelning CONTX 0.00 NOK
2012-06-13 - Årsstämma
2012-04-26 - Kvartalsrapport 2012-Q1
2012-02-23 - Bokslutskommuniké 2011
2011-10-27 - Kvartalsrapport 2011-Q3
2011-08-25 - Kvartalsrapport 2011-Q2
2011-06-10 - X-dag ordinarie utdelning CONTX 0.00 NOK
2011-06-09 - Årsstämma
2011-04-28 - Kvartalsrapport 2011-Q1
2011-02-17 - Bokslutskommuniké 2010
2010-10-21 - Kvartalsrapport 2010-Q3
2010-08-19 - Kvartalsrapport 2010-Q2
2010-06-04 - X-dag ordinarie utdelning CONTX 0.00 NOK
2010-06-03 - Årsstämma
2010-04-21 - Kvartalsrapport 2010-Q1
2010-02-18 - Bokslutskommuniké 2009
2009-10-22 - Kvartalsrapport 2009-Q3
2009-08-20 - Kvartalsrapport 2009-Q2
2009-04-23 - Kvartalsrapport 2009-Q1
2008-06-06 - X-dag ordinarie utdelning CONTX 1.50 NOK

Beskrivning

LandSverige
ListaOslo Bors
SektorHälsovård
IndustriMedicinteknik
ContextVision är ett medicinteknologiskt bolag. Bolaget specialiserar sig inom bildanalys och artificiell intelligens. Bland bolagets produkter återfinns avancerade bildförbättringsprogram för ultraljud, MRI, röntgen och mammografi. Programvarorna används av sjukhus och forskningsinstitut på global nivå. Bolaget grundades 1983 och har sitt huvudkontor i Stockholm.

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2026-04-07 17:35:00

The shareholders of ContextVision AB (publ), reg. no. 556377-8900, are hereby invited to the Annual General Meeting on Tuesday, 12 May 2026, 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, 4 May 2026, 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, 6 May 2026 (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 4 May 2026. 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 6 May 2026 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 30 April 2026 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 shares, corresponding to in total 77,367,500 votes. The company holds 2,622,664 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. 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 on authorization of the board of directors to resolve to issue new shares
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 2026 (LTIP 2026)
16. Conclusion of the meeting

1.     Election of Chairman of the Annual General Meeting

The nomination committee proposes that the Chairman of the Board, Olof Sandén, or the person proposed by the board of directors if he has an impediment to attend, is elected Chairman of the Annual General 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 2025 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 nomination committee proposes that the board of directors, for the period up until the end of the next annual general meeting, shall be composed of four 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 nomination committee proposes that the board members Olof Sandén, Martin Ingvar, and Christer Ljungberg shall be re-elected for the period up until the end of the next annual general meeting. The nomination committee proposes further that Homer Pien shall be elected as a new board member for the period up until the end of the next annual general meeting. In addition, the nomination committee 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.
 

Name: Homer Pien.
Year of birth:1963.
Education:Homer Pien holds a B.S. in Mathematics from the University of Illinois, M.S. and Ph.D. in Computer Science from Northeastern University, and a M.S. in Business Management from the Massachusetts Institute of Technology.
Experience:Homer Pien has extensive experience from senior leadership roles in global technology and healthcare organizations. He most recently served as Senior Vice President and Chief Scientific Officer at Philips within the Precision Diagnosis business cluster and previously as Chief Technology Officer for Philips Imaging Systems. Before joining Philips, he led the Laboratory for Medical Imaging and Computations at Massachusetts General Hospital and Harvard Medical School. His earlier career included roles at MIT Lincoln Laboratory, Draper Laboratory, and serving as co‑founder, CEO, and CSO of a biotechnology start‑up. He has also held multiple board assignments in the MedTech and digital health sectors.
Other assignments:Homer Pien currently serves on the boards of several medical device and AI companies, including Cerebriu, RadPaiR, Wellist, and Frond Medical. He previously served on the board of the Swedish prostate cancer company SpectraCure AB. 
Independence: Homer Pien 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, reference is made to the annual report for 2025.
 
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 nomination committee 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 1,189,000 with the following distribution: SEK 400,000 to the chairman of the board of directors (unchanged from the previous year) and SEK 263,000 to each of the other members of the board of directors (unchanged from the previous year).
 
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

The nomination committee proposes that the general meeting resolve that a nomination committee for the annual general meeting 2027 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 2026 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

 
2.1. 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
 
2.2. 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.
 
2.3. 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

 
3.1. 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.
 
3.2. 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.

 

3.3. 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 2025.

 

13. The Board of Directors’ proposal on authorization of the Board of Directors to resolve to issue new shares

The board of directors proposes that the annual general meeting resolves to authorize the board of directors, for the period up until the 2027 annual general meeting, whether on one or several occasions, to adopt resolutions to issue new shares, with or without deviation from the shareholders’ preferential rights. Such new issue resolutions may include provisions of payment in cash and/or payment by way of contribution of non-cash consideration or by set-off of a claim or that subscription shall be subject to other conditions. The board of directors may otherwise set the terms of such new issue resolutions. The issue price shall be determined on market terms, and the number of issued shares may amount to not more than ten (10) percent of the number of outstanding shares on the day of this notice.
 
Deviation from the shareholders’ preferential rights, as well as the authorisation to resolve on issuances against cash payment and/or with provisions on contribution in kind or set-off, or otherwise on terms deviating from the shareholders’ preferential rights, is intended to enable the issuance of shares in connection with acquisitions of shares or businesses. Further reasons for the deviation from the preferential rights are to strengthen the company’s financial position, where appropriate, and to broaden the shareholder base.
 
Majority requirements
A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the General Meeting.

 

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 2027 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 12,000,000.
  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 2027 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 2026, 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 for resolution regarding Long-Term Incentive Program 2026 (LTIP 2026)

The board of directors proposes that the general meeting resolves on the implementation of a long-term incentive program 2026 (”LTIP 2026”). This proposal is divided into four items:

 
A. Terms of LTIP 2026.
B. Hedging measures regarding LTIP 2026 through the transfer of treasury shares.
C. Hedging measures regarding LTIP 2026 through an equity swap agreement with a third party.
D. Other matters related to LTIP 2026.
 

A. Terms of LTIP 2026

 
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 2026 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 2026 is approximately three years.
 

A.2 Basic features of LTIP 2026

LTIP 2026 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 2027-2029, 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 2026

LTIP 2026 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:
 

CategoryMaximum number of Performance Shares per personMaximum number of Performance Shares per category
A) CEO, maximum 1 person189,600189,600
B) Group Management Team, maximum 3 persons47,400142,200
C) Other employees, maximum 46 persons47,4001,066,500

 
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 2026. The remaining term of LTIP 2026 may be less than three years upon the inclusion of such new senior executives and other employees into LTIP 2026. 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 2026. However, the inclusion of new senior executives and other employees into LTIP 2026 must not occur later than 31 December 2026.
 
Any resolution on participation or implementation of LTIP 2026 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 2026 will be made during a limited period of time following the announcement of the quarterly report for the fourth quarter of 2029. 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 2027-2029.
 
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 2026 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 2029, 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 2026 is no longer reasonable, the board of directors shall have the right to amend LTIP 2026, 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 2026. 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 2026. The intention is that the board of directors shall launch LTIP 2026 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 2026 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 2026 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 2026 at the time and subject to the other conditions under which participants in LTIP 2026 have the right to be allotted ContextVision Shares.

b) The number of ContextVision Shares that might be transferred under LTIP 2026 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 is 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, 2029, and 2030, in order to hedge the cash flow related to the company’s payments of social security contributions in relation to LTIP 2024, LTIP 2025, and LTIP 2026.
 

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 2026 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 2026.
 

C. Hedging measures regarding LTIP 2026 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 2026 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 2026. 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 2026

 
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 2026 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 closing price of the ContextVision share according to Euronext Oslo Stock Exchange’s official price list for the ContextVision Share 26 March 2026, i.e. NOK 3.30 per share, 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 0.97. In addition to what is set forth above, the costs for the LTIP 2026 have been based on that the program comprises a maximum of 50 participants.
 
In total, the costs for LTIP 2026 according to IFRS 2 are estimated to approximately MSEK 1.6 excluding social security costs (MSEK 2.3 if the fulfilment of the performance conditions is 100 percent). The costs for social security charges are calculated to approximately MSEK 0.7, based on the above assumptions, and also assuming a TSR of approximately 12 percent during the vesting period of LTIP 2026 and a social security tax rate of 30 percent (MSEK 1.8 if the fulfilment of the performance conditions is 100 percent, as well as a yearly TSR of approximately 20 percent during LTIP 2026).
 
The expected annual costs of MSEK 0.6, including social security charges, correspond to approximately 1.0 percent of the Group’s total employee costs for the financial year 2025 (approximately 1.8 percent if the fulfilment of the performance conditions is 100 percent).
 
As proposed, LTIP 2026 may comprise a maximum of 1,398,300 shares in ContextVision. Together with additional 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 2026, 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 expected 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 2026 was introduced in 2024 instead, it is estimated that the key ratio earnings per share for the full year 2025 would have decreased from SEK 0.01 per share to SEK 0.00 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 recruit and retain key senior executives and other employees. Moreover, an individual long-term ownership commitment among the participants in LTIP 2026 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 2026 will benefit the company and its shareholders. LTIP 2026 will provide a competitive and motivation-improving incentive for key senior executives and other employees within the company and its subsidiaries.
 
LTIP 2026 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 2026 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 2026 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 56 in the company’s annual report 2025.

 

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 21 April 2026 and will also be sent to shareholders that so request and state their address.


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

Stockholm in April 2026
CONTEXTVISION AB (PUBL)
The Board of Directors

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

About ContextVision
ContextVision is a 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.