NOTICE TO EXTRAORDINARY GENERAL MEETING IN CONTEXTVISION AB (PUBL)

The shareholders of ContextVision AB, company registration quantity 556377-8900, are hereby invited to attend a unprecedented common assembly on the ten December, 2021 at 10 a.m CET at ContextVision AB’s workplace, Klara Norra Kyrkogata 31, 111 22, Stockholm.

Right to take part and notification

Shareholders who want to take part within the annual common assembly with the precise to vote shall

• be entered within the share register stored by Euroclear Sweden AB as of Thursday, 2 December 2021, and

• give discover of attendance to the corporate in writing on the newest on Friday, 3 December 2021.

The discover of attendance will be given by e-mail to [email protected] or by put up to Klara Norra Kyrkogata 31, 111 22 Stockholm.

Nominee registered shares

A shareholder who has its shares registered with a nominee should, with a view to be entitled to take part within the common assembly, have the shares registered in its personal identify by way of the nominee, in order that the shareholder is registered within the share register stored by Euroclear Sweden AB on the file date of Thursday, 2 December 2021. Such registration could also be momentary (so-called voting rights registration). Shareholders who want to register the shares in their very own identify should, in accordance with the respective nominee’s routines, request that the nominee make such voting rights registration. Registration of voting rights which have been requested by shareholders at such a time that the registration has been made by the related nominee no later than Monday, 6 December 2021 might be taken into consideration when making ready the register of shareholders.

Particular for shareholders registered at Norska Verdipapirsentralen (VPS)

• Shareholders registered at Norska Verdipapirsentralen (VPS) who usually are not registered at Euroclear Sweden AB, Sweden, and want to be entitled to vote on the extraordinary common assembly should give discover of attendance to DNB Bank ASA on the newest on 29 November 2021, at 12:00 (midday) native time. The discover of attendance is made on a selected software type which might be despatched by put up to the shareholders and in addition be accessible on the corporate’s web site. The discover of attendance shall be despatched to DNB Bank ASA, Verdipapirservice, PB 1600 Sentrum, N-0021 Oslo, or by e-mail to [email protected].

• DNB Bank ASA will briefly file the shares at Euroclear Sweden AB within the identify of the shareholder. Shareholders recorded at VPS should additionally, as described above, give discover of attendance to the corporate with a view to acquire the precise to vote on the extraordinary common assembly.

Proposed agenda:

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1. Election of a md of the assembly.

2. Preparation and approval of the voting listing.

3. Election of 1 individual to approve the minutes of the assembly.

4. Determination of whether or not the assembly was duly convened.

5. Approval of the agenda.

6. Resolution on dividend of all shares within the Company’s subsidiary containing the road of enterprise Digital Pathology.

7. Closing of the assembly.

The board of administrators’ proposal for a decision on dividend of all shares within the Company’s subsidiary containing the road of enterprise Digital Pathology. (merchandise 6)
The board of administrators proposes that the extraordinary common assembly resolves that each one shares within the firm’s wholly-owned Swedish subsidiary Inify Laboratories AB (beneath identify change from Goldcup 100833 AB), reg.no 559345-4431, (“Inify Laboratories“) containing ContextVision AB’s present enterprise phase Digital Pathology to be distributed to the shareholders in ContextVision AB, whereby one (1) share in ContextVision AB shall entitle to receipt of 1 (1) share in Inify Laboratories. The board of administrators additional proposes that the extraordinary common assembly authorises the board of administrators to find out the file date for the precise to obtain the dividend.

The distribution of the shares in Inify Laboratories is anticipated to be made in accordance with the so-called Lex Asea guidelines. Lex Asea is a Swedish tax regulation. The provision implies, briefly, that the shares in a subsidiary beneath sure circumstances will be distributed with out triggering any instant taxation of the dividend for Swedish resident shareholders (as a substitute, the tax foundation for the shares within the dad or mum firm is allotted between the shares within the dad or mum firm and the acquired shares within the subsidiary).

Before the distribution is carried out, tangible belongings, intangible belongings, mental property rights and money similar to an combination worth of SEK 31,253,000 might be transferred from ContextVision AB to Inify Laboratories (the “Carve Out“).

The worth of the distribution of the shares in Inify Laboratories is decided primarily based on the ebook worth on the time of the distribution of the shares to ContextVision AB’s shareholders by software of related accounting guidelines. ContextVision AB estimates the ebook worth on the time of the distribution to be SEK 31,753,000, which therefore is the full worth that’s proposed to be distributed to the shareholders.

According to the corporate’s newest accepted steadiness sheet, the corporate has SEK 30,955,000 in unrestricted fairness. No earlier decision on worth switch has been made because the steadiness sheet was adopted and no alterations within the restricted fairness have resulted within the accessible capital for dividends, pursuant to Chapter 17, Section 3, first paragraph of the Swedish Companies Act, to be restricted. In reference to the Carve Out, the portion of ContextVision AB’s fund for improvement prices referring to Digital Pathology, amounting to SEK 13,293,717, might be dissolved, implying that ContextVision AB’s unrestricted fairness will enhance with the identical quantity. The board of administrators due to this fact assesses that the proposed dividend falls inside the accessible unrestricted fairness. Following the distribution of ContextVision AB’s shares in Inify Laboratories in accordance with the board of administrators’ proposal it’s assessed, pursuant to Chapter 17, Section 3, first paragraph of the Swedish Companies Act, that the remaining accessible capital will quantity to roughly SEK 12,495,717.

Following the execution of the dividend, a reverse inventory cut up of the shares in Inify Laboratories might be carried out, whereby ten (10) shares in Inify Laboratories might be mixed into one (1) share. The reverse inventory cut up is conditional upon that one among Inify Laboratories’ massive shareholders will conform to contribute with shares to the shareholders whose holding of shares isn’t evenly divisible by ten (10), in addition to to spherical down its remaining holding of shares in Inify Laboratories to the closest quantity that’s evenly divisible by ten (10). The reverse inventory cut up is going down with a view to obtain an acceptable variety of shares in Inify Laboratories. Following the reverse inventory cut up the variety of shares in Inify Laboratories will quantity to 7,736,750.

The board of administrators proposes that the board of administrators, the CEO or any individual they appoint shall have the precise to make minor changes of the decision above which might be deemed crucial together with the registration with the Swedish Companies Registration Office and/or Euroclear Sweden AB and/or VPS, and in any other case to take crucial measures to implement the decision.

In order for the decision by the extraordinary common assembly in accordance with the board of administrators’ proposal beneath merchandise 6 above to be legitimate, shareholders representing greater than fifty per cent of the votes solid should be in favour of the proposal or, in case of parity of votes, the chairman of the assembly being in favour of the proposal.

The variety of shares and votes
The variety of excellent votes within the firm on the time of this discover quantities to a complete of 77,367,500 divided into a complete of 77,367,500 shares. The firm holds no personal shares.

Personal knowledge
For info on how your private knowledge is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Available paperwork
The board of director’s full proposal beneath merchandise 6 and the corporate’s Annual Report and the Auditor’s Report for the monetary yr 2020 can be found at ContextVision AB, Klara Norra Kyrkogata 31, Stockholm. The board of director’s statements pursuant to Chapter 18, Sections 4 and 6 of the Swedish Companies Act and an announcement from the auditor pursuant to Chapter 18, Section 6 of the Swedish Companies Act might be accessible at ContextVision AB, Klara Norra Kyrkogata 31, Stockholm on the newest on 26 November 2021. Copies of the paperwork might be despatched to shareholders upon request and might be accessible on the extraordinary common assembly

Shareholders’ proper to request info
At the extraordinary common assembly, if the board of administrators determines that it may be disclosed with out materials harm to the corporate, shareholders have a proper to acquire info on circumstances that will have an effect on the evaluation of an agenda merchandise and circumstances that will have an effect on the evaluation of the corporate’s monetary state of affairs.

Linköping in November 2021
CONTEXTVISION AB (PUBL)
The Board of Directors

This info is taken into account to be inside info pursuant to the EU Market Abuse Regulation and is topic to the disclosure necessities pursuant to part 5-12 the Norwegian Securities Trading Act.

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