The shareholders of Ortelius International AB (publ), reg. no. 559213-3739, (the “Company”) are hereby given notice to attend the annual general meeting on 31 July 2026 at 10.00 a.m. The meeting will be held at Bergman & Ek Advokatbyrå, Kyrkogatan 13, SE-222 22 Lund.
This is an unofficial translation of the Swedish notice convening the annual general meeting. In the event of any discrepancy between the Swedish original and this English translation, the Swedish version shall prevail.
Notification etc.
Shareholders who wish to participate in the annual general meeting shall:
− be entered in the share register maintained by Euroclear Sweden AB as of 23 July 2026, and
− notify the Company of their participation so that such notification is received by the Company no later than 27 July 2026.
Notification of participation shall be made in writing to Ortelius International AB (publ), Södra Förstadsgatan 31, SE-211 43 Malmö, or by e-mail to investors@ortelius.com. The notification shall state the shareholder’s name, personal identity number or corporate registration number (or equivalent), address, telephone number, shareholding, information on any advisors (no more than two) and, where applicable, information on any representative or proxy.
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 set out above. Shareholders who wish to register their shares in their own name must, in accordance with the procedures of the respective nominee, request that the nominee carry out such registration. Voting rights registration requested by a shareholder in such time that the registration has been completed by the nominee no later than 27 July 2026 will be taken into account in the preparation of the share register.
Proxy
Shareholders who intend to attend 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 certificate of registration or equivalent document for the legal entity shall be attached. The power of attorney may be valid for no longer than five years from the date of issue. A copy of the power of attorney and any certificate of registration should be submitted to the Company at the address stated above in good time before the annual general meeting. The Company provides a proxy form on request and it is also available on the Company’s website, www.ortelius.com.
The following matters shall be addressed at the annual general meeting:
1. Election of the chairman of the meeting,
2. Preparation and approval of the voting list,
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 the auditor’s report,
7. Resolutions on the following:
a. adoption of the income statement and the balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet,
b. allocation of the company’s loss according to the adopted balance sheet,
c. discharge from liability for the members of the board of directors and the managing director.
8. Presentation of the second control balance sheet pursuant to Chapter 25, Section 16 of the Swedish Companies Act and the auditor’s report thereon, and resolution on whether the Company shall enter into liquidation or continue its operations (second control meeting),
9. Determination of fees to the board of directors and the auditor,
10. Election of the board of directors and auditor,
11. Resolution on authorisation for the board of directors to resolve on issues,
12. Closing of the meeting.
Proposed resolutions
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 resolve to allocate the company’s result in accordance with the board of directors’ proposal in the annual report. The board of directors further proposes that no dividend be paid for the financial year 2025.
Item 8 – Presentation of the second control balance sheet and resolution on whether the Company shall enter into liquidation or continue its operations
At the first control meeting on 3 December 2025, it was resolved, on the basis of a first control balance sheet prepared by the board of directors and reviewed by the Company’s auditor, that the Company should not enter into liquidation but that operations should continue. In accordance with Chapter 25, Section 16 of the Swedish Companies Act, the board of directors will prepare a second control balance sheet ahead of the 2026 annual general meeting and have the Company’s auditor review it. The second control balance sheet and the auditor’s report thereon will be presented at the annual general meeting, which thereby also constitutes the second control meeting pursuant to Chapter 25, Section 16 of the Swedish Companies Act.
Pursuant to Chapter 25, Section 17 of the Swedish Companies Act, the Company is obliged to enter into liquidation if the second control balance sheet does not show that the shareholders’ equity, calculated in accordance with Chapter 25, Section 14 of the Swedish Companies Act, at the time of the meeting amounted to at least the registered share capital.
The board of directors’ proposal will be supplemented based on the outcome of the second control balance sheet: if the shareholders’ equity has been restored, the board of directors proposes that the meeting resolve that the Company shall not enter into liquidation but that operations shall continue; if the shareholders’ equity has not been restored, the board of directors proposes that the meeting resolve that the Company shall enter into liquidation.
Item 9 – Determination of fees to the board of directors and the auditor
It is proposed that board fees shall be paid in the amount of SEK 480,000 to the chairman of the board and SEK 200,000 each to the other members of the board. It is further proposed that the auditor’s fee shall be paid in accordance with approved invoice pursuant to customary charging norms.
Item 10 – Election of the board of directors and the auditor
The board of directors proposes that the board, until the end of the next annual general meeting, shall consist of three (3) members without deputies. The board of directors further proposes that Anders Berglund, Magnus Pårup and Tanu Tandan be re-elected as members of the board 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 of directors proposes that the Company’s auditor Öhrlings PricewaterhouseCoopers AB be re-elected as auditor, with Paul Eriksson as auditor in charge (authorised public accountant), until the end of the annual general meeting held during the coming financial year.
Item 11 – Resolution on authorisation for the board of directors to resolve on issues
The board of directors proposes that the annual general meeting resolve to authorise the board of directors to – on one or more occasions and no later than until the next annual general meeting – resolve to increase the Company’s share capital through new issues of shares, warrants and convertibles within the limits permitted by the articles of association from time to time.
New issues of shares, warrants and convertibles shall be possible with or without deviation from the shareholders’ preferential rights and with or without provisions on contribution in kind, set-off or other conditions. Pursuant to Chapter 16 of the Swedish Companies Act, the board of directors may not, on the basis of this authorisation, resolve on issues to members of the board of directors within the group, employees and others. Issues resolved on the basis of the authorisation shall be made on market terms.
The purpose of the authorisation and the reasons for any deviation from the shareholders’ preferential rights are to enable new issues of shares, warrants and convertibles in order to increase the Company’s financial flexibility and/or the board of directors’ scope of action.
MISCELLANEOUS
Documents
The annual report and audit documents as well as the proxy form will be available at the Company’s office and website www.ortelius.com no later than three weeks before the annual general meeting. Copies of the documents will also be sent to shareholders who so request and state their postal address. The same address and e-mail as for notification to the annual general meeting apply for ordering documents.
Information at the meeting
Shareholders present at the general meeting have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551).
Provision of documents
The proposals set out above and other documents pursuant to the Swedish Companies Act will be kept available at the Company’s office at the address Södra Förstadsgatan 31, SE-211 43 Malmö, and on the Company’s website, www.ortelius.com, no later than two weeks before the meeting. The documents will also be sent free of charge to shareholders who so request and state 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 see www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Number of shares and votes in the Company
At the time of issue of this notice, the Company has 103,648,649 shares and votes outstanding.
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Ortelius International AB (publ)
The board of directors