The shareholders of Ortelius International AB (publ), reg. no. 559213-3739 (the “Company”), are hereby invited to attend the Annual General Meeting on 30 June 2026 at 10:00 a.m. The meeting will be held at the Company’s premises at Södra Förstadsgatan 31, SE-211 43 Malmö, Sweden. Registration, etc.
Shareholders wishing to participate in the general meeting must:
– be registered in the share register maintained by Euroclear Sweden AB on 22 June 2026; and
– notify the Company of their participation no later than 24 June 2026. Notification of participation shall be made in writing to Ortelius International AB (publ), Södra Förstadsgatan 31, SE-211 43 Malmö, Sweden, or by e-mail to investors@ortelius.com.
The notification shall state the shareholder’s name, personal identity number or company registration number (or equivalent), address, telephone number, shareholding, details of any assistants (maximum two), and, where applicable, details of representatives or proxies.
Nominee-registered shares
Shareholders whose shares are nominee-registered must, in order to be entitled to participate in the general meeting, temporarily register the shares in their own name in the share register maintained by Euroclear Sweden AB as of the record date stated above. Shareholders wishing to register their shares in their own name must, in accordance with the nominee’s procedures, request that the nominee make such registration. Voting rights registration requested by shareholders in such time that the registration has been completed by the nominee no later than 22 June 2026 will be taken into account in the preparation of the share register.
Proxy
Shareholders represented by proxy shall issue a dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate or equivalent authorization document shall be attached. The validity period of the power of attorney may not exceed five years from the date of issue. A copy of the power of attorney and any registration certificate should be submitted to the Company well in advance of the general meeting at the address stated above. Proxy forms are available from the Company upon request and are also available on the Company’s website, www.ortelius.com.
The following matters shall be addressed at the Annual General Meeting:
1. Election of chairman of the meeting,
2. Preparation and approval of the voting register,
3. Election of one or two persons to verify the minutes,
4. Determination of whether the meeting has been duly convened,
5. Approval of the agenda,
6. Presentation of the annual report and, where applicable, the auditor’s report,
7. Resolutions regarding:
a. adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet,
b. allocation of the Company’s profit or loss in accordance with the adopted balance sheet,
c. discharge from liability for the board members and the managing director, where applicable.
8. Determination of remuneration to the board of directors and, where applicable, the auditor,
9. Election of board members and, where applicable, auditor,
10. Other matters to be addressed by the meeting pursuant to the Swedish Companies Act or the articles of association,
11. Resolution regarding authorization for the board to resolve on issuances,
12. Closing of the meeting.
Proposed resolutions
Item 1 – Election of chairman of the Annual General Meeting
The board of directors proposes that Anders Berglund be elected chairman of the Annual General Meeting, or, in the event of his absence, the person appointed by the board instead.
Item 7.a – Allocation of the Company’s result according to the adopted balance sheet
The board of directors proposes that the Annual General Meeting dispose of the Company’s result in accordance with the board’s proposal in the annual report. The board further proposes that no dividend be paid for the financial year 2025.
Item 8 – Determination of remuneration to the board of directors and auditor
It is proposed that board remuneration amount to SEK 480,000 to the chairman of the board and SEK 200,000 each to the other board members. It is further proposed that auditor’s fees be paid in accordance with approved invoices and customary billing standards.
Item 9 – Election of board of directors and auditor
The board of directors proposes that the board shall consist of three (3) members without deputies until the end of the next Annual General Meeting. The board further proposes the re-election of Anders Berglund, Magnus Pårup and Tanu Tandan as board members of the Company for the period until the end of the next Annual General Meeting. Anders Berglund is proposed as chairman of the board.
Magnus Pårup and Tanu Tandan are independent in relation to the Company, its management and/or its major shareholders.
The board proposes the re-election of the Company’s auditor Öhrlings PricewaterhouseCoopers AB, with authorized public accountant Paul Eriksson as auditor in charge, until the end of the Annual General Meeting held during the coming financial year.
Item 14 – Resolution regarding authorization for the board to resolve on issuances
The board of directors proposes that the Annual General Meeting resolve to authorize the board, on one or several occasions and until the next Annual General Meeting, to increase the Company’s share capital through new issues of shares, warrants and convertible instruments within the limits permitted by the articles of association from time to time.
New issues of shares, warrants and convertible instruments may be made with or without deviation from the shareholders’ preferential rights and with or without provisions regarding payment in kind, set-off or other conditions. Pursuant to Chapter 16 of the Swedish Companies Act, the board may not, by virtue of this authorization, resolve on issuances to board members of the group, employees or others. Issuances resolved upon pursuant to the authorization shall be made on market terms.
The purpose of the authorization and the reason for any deviation from the shareholders’ preferential rights is to enable issues of shares, warrants and convertible instruments in order to increase the Company’s financial flexibility and/or the board’s scope for action.
MISCELLANEOUS
Documents
The annual report and audit documentation, as well as proxy forms, will be available at the Company’s office and on the Company’s website, www.ortelius.com, no later than three weeks prior to the Annual General Meeting. Copies of the documents will also be sent to shareholders who request them and provide their postal address. The same address and e-mail address as for registration to the Annual General Meeting apply for ordering documents.
Information at the meeting
If requested by any shareholder and provided that the board considers that this can be done without material harm to the Company, the board of directors and the managing director shall provide information regarding circumstances that may affect the assessment of an item on the agenda.
Availability of documents
The proposals above and other documents pursuant to the Swedish Companies Act will be available at the Company’s office at Södra Förstadsgatan 31, SE-211 43 Malmö, Sweden, and on the Company’s website, www.ortelius.com, no later than two weeks prior to the meeting. The documents will also be sent free of charge to shareholders who request them and provide their postal address. The documents will also be available at the meeting.
Processing of personal data
For information on how your personal data is processed, please refer to:
www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Number of shares and votes in the Company
At the time of issuing this notice, the Company has 103,648,649 outstanding shares and votes.
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Ortelius International AB (publ)
The Board of Directors