ContextVision AB — Proxy Solicitation & Information Statement 2023

Mar 30, 2023

ContextVision

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

The shareholders of ContextVision AB (publ), corporate identity number 556377-8900, are hereby invited to the Annual General Meeting on Wednesday, May 3, 2023, at 10.00, in the company's premises, Holländargatan 13, Stockholm.

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 24, 2023, 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 26, 2023 (by e-mail: markush@contextvision.se or by post: Holländargatan 13, 111 36 Stockholm).

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 meeting.

In order to be entitled to participate in the meeting, a shareholder who has had his shares registered in Sweden in addition to registering for the meeting must have the shares registered in his own name so that the shareholder is entered in the shareholder register as of April 24, 2023. 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 26 April 2023 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 Annual General Meeting must give notice of attendance to DNB Bank ASA no later than 17 April 2023 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 Annual General Meeting. Shareholders registered with VPS who only have given notice of attendance to the company may participate in the Annual 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 notice to attend the annual general meeting, the company has in total 77 367 500 registered shares, corresponding to in total 77 367 500 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) • Holländargatan 13 • SE-111 36 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:
   a. on adoption of the profit and loss account, the balance sheet and the consolidated profit and loss account and the consolidated balance sheet,
   b. on allocation of the company's result according to the approved balance sheet
   c. on discharge from liability for the members of the Board of Directors and the managing director.
8. Approval of remuneration report to senior executives.
9. Decision on guidelines for remuneration to the senior executives
10. Decision on remuneration of the Board of Directors and the auditors.
11. Decision on the numbers of members of the Board of Directors and deputies.
12. Election of the Board of Directors and election of auditor.
13. Conclusion of the meeting.

DIVIDEND (ITEM 7)

The Board of Directors proposes that the Meeting resolves to approve that of the Company's unappropriated earnings, SEK 29,058,682 an amount representing SEK 0.30 per share, should be distributed as dividend to the shareholders and that the remaining unappropriated earnings should be carried forward. It is proposed that the dividend is divided into two payments of SEK 0.15 per payment. The first record day is proposed to be on Friday 5 May 2023 and the second record day is proposed to be on Friday 3 November 2023. If the Annual General Meeting resolves in accordance with the proposal, payments are estimated to be made on Friday 12 May 2023 and on Friday 10 November 2023.

REMUNERATION TO THE BOARD OF DIRECTORS AND SENIOR EXECUTIVES (ITEM 8)

At the 2020 Annual General Meeting, guidelines were adopted for remuneration to senior executives. These guidelines include the CEO, but not remuneration to the Board, which is decided by the Annual General Meeting. In accordance with the guidelines, the Board has prepared a remuneration report for 2022, for presentation to the Annual General Meeting.

The Board of Directors proposes that the Annual General Meeting approve the remuneration report. The report is available on the company's website.

ContextVision AB (publ) • Holländargatan 13 • SE-111 36 Stockholm, Sweden

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

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ContextVision

GUIDELINES FOR REMUNERATION TO THE SENIOR EXECUTIVES (ITEM 9)

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. Changes to current guidelines established in 2020 include an increase in variable compensation to a maximum of 35% of fixed annual salary (10% in 2020 guidelines) and that the severance pay amounts to a maximum of twelve monthly salaries (maximum of six months salary in 2020 guidelines).

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 fulfilment 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 35 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.

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 twelve 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. 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.

ContextVision AB (publ) • Holländargatan 13 • SE-111 36 Stockholm, Sweden

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

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ContextVision

REMUNERATION TO THE BOARD OF DIRECTORS AND AUDITORS, ELECTION OF THE BOARD OF DIRECTORS AND AUDITORS ETC. (ITEMS 10-12)

Proposed remuneration for the Chairman of the Board is SEK 350.000 (300.000). Proposed remuneration for each of the other board members, whom are not also main shareholders, is SEK 230.000 (200.000). Remuneration on current account is proposed regarding the auditors.

It is proposed that the number of board members should be 4, and the number of deputies should be 0. Re-election is proposed for board members Olof Sandén (chairman), Sven Günther-Hanssen, Martin Hedlund and Martin Ingvar.

Re-election is proposed for Grant Thornton as auditing company, with Joakim Söderin 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, Holländargatan 13, Stockholm, and at the company's website, www.contextvision.se from March 30, 2023 and will also be sent to shareholders that so request and state their address.

Stockholm in March 2023

CONTEXTVISION AB (PUBL)

The Board of Directors

ContextVision AB (publ) • Holländargatan 13 • SE-111 36 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 3 MAJ, 2023. /APPLICATION FOR REGISTRATION BEFORE THE ANNUAL GENERAL MEETING IN CONTEXTVISION AB (PUBL) ON MAY 3, 2023

Aktieägare i ContextVision AB (publ) noterade hos VPS skall ha inkommit med anmälan om rösträttsregistrering enligt nedan senast 17 april 2023 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 17, 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 3 maj 2023 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 3, 2023, 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) • Holländargatan 13 • SE-111 36 Stockholm, Sweden

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