The Board of Directors of Ortelius International AB (publ) (“Ortelius” or the “Company”) has today resolved, based on the authorisation granted by the annual general meeting held on 31 July 2026, to carry out a directed issue of 54,500,000 shares with payment by way of set-off of claims (the "Set-Off Issue"), at a subscription price of SEK 0.10 per share. The Set-Off Issue converts outstanding debt totalling SEK 5,450,000 into equity. The subscription price corresponds to a premium of approximately 113 per cent to the closing price of the Ortelius share on 6 October 2026.
This is an unofficial translation of the Swedish notice convening the Extraordinary General Meeting. In the event of any discrepancy between the Swedish original and this English translation, the Swedish version shall prevail.
The set-off issue in brief
The Set-off Issue is directed to K.Ai Consulting ApS and Sven Hattenhauer, each of whom holds a claim against the Company.
| Number of shares | 54,500,000 new shares |
| Subscription price | SEK 0.10 per share |
| Total set-off amount | SEK 5,450,000 in total |
| Premium | Approximately 113 per cent compared to the closing price of SEK 0.047 on 6 October 2026 |
Allocation of new shares
| Subscriber | Number of shares | Amount (SEK) |
| K.Ai Consulting ApS | 44,500,000 | 4,450,000 |
| Sven Hattenhauer | 10,000,000 | 1,000,000 |
| Total | 54,500,000 | 5,450,000 |
Rationale and background
The claims being set off bear interest at 6 per cent per annum and mature on 31 December 2027. Further claims of approximately SEK 22 million mature on the same date. By converting these liabilities into equity prior to maturity, the Company achieves the following benefits:
Reasons for deviating from the shareholders’ preferential rights
The Board of Directors has carefully considered the possibility of raising capital through a rights issue, but has assessed that a directed set-off issue is more advantageous for the Company and its shareholders for the following reasons:
1. Cost efficiency and secured debt settlement: A rights issue would entail significantly higher costs for guarantee commitments and administration, and its outcome would be uncertain. The Set-Off Issue entails only limited costs and secures the settlement of the debt.
2. Favourable terms: The subscription price of SEK 0.10 represents a significant premium (113 per cent) to the market price. Settling debt at a price exceeding the market value means that fewer new shares are issued per SEK of debt settled than in a rights issue, which, given current market valuations, would likely have to be priced at a significant discount.
3. No impact on liquidity: Waiting until maturity would require the Company, despite a strained liquidity position, to use available cash or raise new financing to repay the debt. The Set-Off Issue has no impact on the Company's cash position
Shares, share capital and dilution
Through the issue, the number of shares in Ortelius increases by 54,500,000, from 155,057,010 to 209,557,010 shares. The share capital increases by SEK 2,044,066.637286, from SEK 5,815,538.734280 to SEK 7,859,605.371566. The Set-Off Issue results in a dilution of approximately 26.0 per cent of the number of shares and votes in the Company.