ContextVision AB — Proxy Solicitation & Information Statement 2020

Apr 2, 2020

ContextVision

NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN CONTEXTVISION AB (PUBL)

The annual general meeting will be held on Wednesday, May 6, 2020, at 10:00 am, at the company's premises on Klara Norra Kyrkogata 31, Stockholm, Sweden.

NOTIFICATION ETC

Shareholders who wish to participate in the annual general meeting with the right to vote shall

• be recorded as shareholder in the share register kept by Euroclear Sweden AB on April 29, 2020, temporary registration for shareholders registered at Norska Verdipapirsentralen (VPS) is made by DNB Bank ASA, see below; and
• give notice of attendance to the company in writing at the latest on April 29, 2020 (by e-mail: ann-charlotte.linderoth@contextvision.se or by post: Klara Norra Kyrkogata 31, 111 22 Stockholm).

Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution in Sweden must, in order to participate in the annual general meeting, request that their shares are temporarily re-registered in their own names. Such registration must be completed by Euroclear Sweden AB on April 29, 2020. This means that shareholders who need such registration must well in advance of April 29, 2020 notify the nominee thereof.

PARTICULAR FOR SHAREHOLDERS REGISTERED AT NORSKA VERDIPAPIRSENTRALEN (VPS)

• Shareholders registered at Norska Verdipapirsentralen (VPS) who are not registered at Euroclear Sweden AB, Sweden, and wish to be entitled to vote at the annual general meeting must give notice of attendance to DNB Bank ASA at the latest on April 26, 2020, at 12:00 (noon) local time. The notice of attendance is made on a specific application form which will be sent by post to the shareholders and also be available on the company's website. The notice of attendance shall be sent to DNB Bank ASA, Verdipapirservice, PB 1600 Sentrum, N-0021 Oslo, or by e-mail to vote@dnb.no
• DNB Bank ASA will temporarily record the shares at Euroclear Sweden AB in the name of the shareholder. Shareholders recorded at VPS must also, as described above, give notice of attendance to the company in order to obtain the right to vote at the annual general meeting. Shareholders recorded at VPS which only have given notice of attendance to the company may participate in the annual general meeting without any right to vote.

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 notice to attend the annual general meeting, the company has in total 7 736 750 registered shares, corresponding to in total 7 736 750 votes. The company does not hold any 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.

ContextVision AB (publ) • Klara Norra Kyrkogata 31 • SE-111 22 Stockholm, Sweden

Phone: +46 8 750 35 50 • Registered Office: Linköping, Sweden • VAT No. SE556377890001 • www.contextvision.se

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ContextVision

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 properly convened.
5. Approval of the agenda.
6. Presentation of the annual accounts and the auditor's report and the consolidated accounts and the consolidated auditor's report.
7. Resolutions:
8. on adoption of the profit and loss account, the balance sheet and the consolidated profit and loss account and the consolidated balance sheet,
9. on allocation of the company's result according to the approved balance sheet, and
10. on discharge from liability for the members of the Board of Directors and the managing director.
11. Decision on guidelines for remuneration to the Board of Directors and senior executives
12. Decision on remuneration of the Board of Directors and the auditors.
13. Decision on the numbers of members of the Board of Directors and deputies.
14. Election of the Board of Directors and election of auditor.
15. Conclusion of the meeting.

DIVIDEND (ITEM 7)

The Board of Directors proposes that no dividend shall be paid.

REMUNERATION TO THE BOARD OF DIRECTORS AND SENIOR EXECUTIVES

Due to the amendments to the Companies Act that came into force on June 10, 2019, the Board of Directors proposes the following guidelines for remuneration to senior executives. These guidelines should include the CEO. The guidelines do not include remuneration decided by the AGM. Determination of salary and other remuneration to the Board is decided by the AGM. The guidelines shall apply to remuneration that is agreed upon, and changes made to already agreed remuneration, after the date when the guidelines were adopted by the AGM and thus have no effect on previously agreed commitments.

Guidelines for promoting the company's business strategy, long-term interests and sustainability

Successful implementation of the company's business strategy and assuring of the company's long-term interests, including its sustainability, requires the company to be able to recruit and retain qualified employees. Therefore, the company need to offer competitive compensation. These guidelines enable senior executives to be offered a competitive total remuneration. The company's business strategy is further described in the annual report.

Remuneration

Remuneration to senior executives may consist of fixed salary, variable remuneration, pension and other conventional benefits such as health insurance, life insurance and company car. The total cost of benefits may not exceed 15 percent of the fixed salary. The fulfillment of criteria for payment of variable compensation must be measurable over a period of one or more years. The variable remuneration shall be limited to a maximum annual payment and shall not exceed 10 per cent of the fixed annual salary. Variable remuneration must be linked to predetermined and measurable criteria that can be financial or non-financial. They can also be individualized quantitative or qualitative goals. The criteria must be designed so that the main company's business strategy and long-term interests are met, including its sustainability.

Pension

Pension benefits for senior executives must comply with the company's general pension plan, must be a defined contribution and amount to a maximum of 30 percent of the annual salary. The retirement age for the CEO is 65 years.

ContextVision AB (publ) • Klara Norra Kyrkogata 31 • SE-111 22 Stockholm, Sweden

Phone: +46 8 750 35 50 • Registered Office: Linköping, Sweden • VAT No. SE556377890001 • www.contextvision.se

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ContextVision

Termination of employment

If the company terminates the employment, a notice period of six months applies. In addition, the CEO is entitled to severance pay corresponding to a maximum of six monthly salaries.

Salary and terms of employment for employees

When preparing the proposal for guidelines, salaries and terms of employment for the Group's employees have been taken into account and formed part of the decision basis.

Decision-making process for establishing, reviewing and implementing the guidelines

The guidelines shall apply until new guidelines have been adopted by the AGM, but no longer than until the AGM 2024. The Board is responsible for creating proposals for new guidelines at least every four years and submitting the proposal for resolution at the AGM. The Board shall follow up and evaluate the application of the guidelines and shall prepare a remuneration report for each financial year which shall be made available on ContextVision's website no later than three weeks before the AGM.

Deviation from guidelines

The Board of Directors may deviate from these guidelines for remuneration to senior executives, if there are special reasons for this in an individual case and a deviation is necessary to meet the company's long-term interests.

REMUNERATION TO THE BOARD OF DIRECTORS AND AUDITORS, ELECTION OF THE BOARD OF DIRECTORS AND AUDITORS ETC. (ITEMS 9 - 10)

Proposed remuneration for the Chairman of the Board is 300,000 SEK. Proposed remuneration for each of the other board members, whom are not also main shareholders, is 200,000 SEK. Remuneration on current account is proposed regarding the auditors.

It is proposed that the number of board members should be 5, and the number of deputies should be 0.

Re-election is proposed for board members Erik Danielsen (chairman), Sven Günther-Hanssen, Martin Hedlund and Magne Jordanger. Election of Martin Ingvar as new member of the board is proposed.

Re-election is proposed for Ernst & Young AB as auditing company, with Andreas Troberg as auditor in charge, for the period until the end of next Annual General Meeting.

ANNUAL REPORT

The annual report and the auditor's report of the company and the group will be kept available together with a proxy form at the company's office, Klara Norra Kyrkogata 31, Stockholm, and at the company's website, www.contextvision.se from April 2, 2020 and will also be sent to shareholders that so request and state their address.

Stockholm in April 2020

CONTEXTVISION AB (PUBL)

The Board of Directors

ContextVision AB (publ) • Klara Norra Kyrkogata 31 • SE-111 22 Stockholm, Sweden

Phone: +46 8 750 35 50 • Registered Office: Linköping, Sweden • VAT No. SE556377890001 • www.contextvision.se

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ContextVision

ANMÄLAN OM REGISTRERING INFÖR ÅRSSTÄMMA I CONTEXTVISION AB (PUBL) DEN MAJ 6, 2020. /APPLICATION FOR REGISTRATION BEFORE THE ANNUAL GENERAL MEETING IN CONTEXTVISION AB (PUBL) ON MAY 6, 2020

Aktieägare i ContextVision AB (publ) noterade hos VPS skall ha inkommit med anmälan om rösträttsregistrering enligt nedan senast 26 april 2020 kl 12.00 lokal tid.

Shareholders of ContextVision AB (publ) registered with VPS must apply for registration for voting purposes according to below by April 26, 2020, at 12:00 hours (noon) CET.

Returneras via e-mail eller brev/To be returned by e-mail or mail

E-mail address: vote@dnb.no

Adress/Address: DNB Bank ASA, Verdipapirservice, PB 1600 Sentrum, 0021 Oslo, Norway

Telefonnummer under kontorstid / Telephone No. Daytime
Antal aktier / Number of shares

Deltar personligen i stämman/Will attend in person

Företräds vid årsstämman genom ombud enligt nedanstående eller separat fullmakt /

Represented at the annual general meeting by proxy holder as per details below or separate proxy

Fullmakt för (Observera att fullmakten måste dateras och undertecknas) /Proxy for (The proxy must be dated and signed):
Ombudets namn / Name of proxy holder
Utdelningsadress / Address
Postnummer och ortnamn / Zip code and city
Telefonnummer under kontorstid/Telephone No. Daytime
att vid årsstämman i ContextVision AB (publ), org.nr 556377-8900, den 6 maj 2020 och eventuell dag för fortsatt bolagsstämma företräda mig/oss och rösta för samtliga mina/våra aktier i bolaget. / as a proxy to represent me/us and to vote for all my/our shares in ContextVision AB (publ), corporate registration No. 556377-8900, at the Annual General Meeting on May 6, 2020, and, as the case may be, on any day for a continued shareholders' meeting.
Underskrift av aktieägaren /Signature of the shareholder
Ort och datum / Place and Date
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Aktieägarens namnteckning (vid firmateckning, bifoga registreringsbevis)/
Authorized signature (where a company signature, please enclose list of authorized signatures)
Namnförtydligande / Name in block letters

ContextVision AB (publ) • Klara Norra Kyrkogata 31 • SE-111 22 Stockholm, Sweden

Phone: +46 8 750 35 50 • Registered Office: Linköping, Sweden • VAT No. SE556377890001 • www.contextvision.se