At the Extraordinary General Meeting of ContextVision AB (publ) held on November 20, 2024, the following decisions were made:
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 3,000,000 shares in the company for an amount not exceeding NOK 15,000,000. The acquisition may only be made through a offer directed to all holders of shares in the company. Furthermore, the acquisition price per share shall not exceed NOK 10 or be less than NOK 5. Payment for the shares shall be made in cash. The authorization may be utilized on one or several occasions, up until the Annual General Meeting in 2025. The purpose of the authorization is to reduce the capital of the company and/or to meet obligations arising from the company’s long-term incentive program, LTIP 2024.
Long-Term Incentive Program 2024
The General Meeting resolved in accordance with the Board of Directors’ proposal on the implementation of a long-term incentive program 2024 (LTIP 2024) and on hedging measures regarding LTIP 2024 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 2025-2027, 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 2024 is directed towards not more than forty (40) current and future senior executives and other employees in the company or its subsidiaries, divided into four categories of participants:
| Category | Maximum number of 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) Leaders, maximum 10 persons | 47,400 | 474,000 |
| D) Other employees, maximum 35 persons | 23,700 | 829,500 |
Allotment of Performance Shares within LTIP 2024 will be made during a limited period of time following the announcement of the quarterly report for the fourth quarter of 2027. The period up to this date is referred to as the vesting period. The intention is that the Board of Directors shall launch LTIP 2024 as soon as practically possible following the General Meeting. The term of LTIP 2024 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 2024 may comprise a maximum of 1,817,800 shares in ContextVision, representing approximately 2.3 percent of all shares and votes in ContextVision, including 419,500 shares that may be transferred on Euronext Oslo Stock Exchange in order to hedge the cash flow related to the company’s payments of social security contributions associated with LTIP 2024.
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About ContextVision
ContextVision is a medical technology software company specialized in image analysis and artificial intelligence. As the global market leader within image enhancement, we are a trusted partner to leading manufacturers of ultrasound, X-ray and MRI equipment around the world. Our expertise is to develop powerful software products, based on proprietary technology and artificial intelligence for image-based applications. Our cutting-edge technology helps clinicians accurately interpret medical images, a crucial foundation for better diagnosis and treatment. The company, established in 1983, is based in Sweden with local representation in the U.S., Japan, China and Korea. ContextVision is listed on the Oslo Stock Exchange under the ticker CONTX.