Beskrivning
| Land | Sverige |
|---|---|
| Lista | Oslo Bors |
| Sektor | Hälsovård |
| Industri | Medicinteknik |
At the annual general meeting of ContextVision AB (publ) held on May 13, 2025, the following decisions were made:
Adoption of the income statement and the balance sheet
The general meeting resolved to adopt the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet.
Dividend
The general meeting resolved 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.
Discharge from liability
The general meeting resolved to discharge the members of the board of directors and the chief executive officer from liability for their management during the financial year 2024.
Determination of the number of board members and auditors
The general meeting resolved in accordance with the shareholder Monsun AS’s proposal 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. Furthermore, the general meeting resolved that one registered accounting firm shall be elected as auditor.
Election of the board of directors and the auditors
The general meeting resolved in accordance with the shareholder Monsun AS’s proposal 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 general meeting resolved in accordance with the shareholder Monsun AS’s proposal 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 general meeting resolved in accordance with the shareholder Monsun AS’s proposal 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 general meeting resolved 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. Joakim Söderin will be the responsible auditor.
Determination of fees for the board of directors and the auditors
The general meeting resolved in accordance with the shareholder Monsun AS’s proposal 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 and SEK 263,000 to each of the other members of the board of directors. Furthermore, the general meeting resolved that the fee to the auditor, for the period up until the end of the next annual general meeting, shall be paid as incurred.
principles for the appointment of a nomination committee etc.
The general meeting resolved to adopt principles for the appointment of a nomination committee and on an instruction to the nomination committee entailing that the chairman of the board of directors – by the end of the third quarter 2025 at the latest – shall 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. The nomination committee shall consist of at least four members, including the chairman of the board of directors. The nomination committee shall prepare and present, to the annual general meeting 2026, proposals regarding electoral and remuneration issues and procedural issues for the appointment of a new nomination committee.
Approval of the remuneration report
The general meeting resolved to approve the remuneration report for the financial year 2024.
guidelines for remuneration to senior executives
The general meeting resolved to adopt guidelines for remuneration to senior executives in accordance with the board of directors’ proposal.
authorization for the Board of Directors to resolve on the acquisition of the company's own shares
The general meeting resolved in accordance with the board of directors’ proposal on an authorization for the board of directors to resolve on the acquisition of the company’s own shares. The acquisition may involve up to 4,000,000 shares in the company for an amount not exceeding NOK 20,000,000. 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. 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. 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. Payment for the shares shall be made in cash. The authorization may be utilized on one or several occasions up until the 2026 annual general meeting. The purpose of the authorization is to reduce the capital of the issuer and/or to meet obligations arising from the company’s long-term incentive programs (LTIP).
Long-Term Incentive Program 2025
The general meeting resolved in accordance with the board of directors’ proposal on the implementation of a long-term incentive program 2025 (LTIP 2025) and on hedging measures regarding LTIP 2025 through the transfer of treasury shares.
The incentive program is implemented 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.
Participants shall be entitled, upon completion of a vesting period, subject to continued employment, 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 shares in ContextVision ("Performance Shares"). Participants shall not pay any consideration for the allotted Performance Shares.
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 Performance Shares per person | Maximum number of Performance Shares per category |
| A) CEO, maximum 1 person | 142,200 | 142,200 |
| B) Group Management Team, maximum 4 persons | 47,400 | 189,600 |
| C) Other employees, maximum 45 persons | 47,400 | 1,066,500 |
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 vesting period. The intention is that the board of directors shall launch LTIP 2025 as soon as practically possible following the general meeting. The term of LTIP 2025 is approximately three years.
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. 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.
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.
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.