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 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
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.