NOTICE OF EXTRAORDINARY GENERAL MEETING IN ORTELIUS INTERNATIONAL AB (PUBL)
The shareholders of Ortelius International AB (publ), reg. no. 559213-3739 (the "Company"), are hereby invited to attend the Extraordinary General Meeting on Monday, 19 October 2026 at 10:30 a.m. at the offices of Bergman & Ek Advokatbyra, Kyrkogatan 13, Lund, Sweden.
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.
Right to participate
Shareholders who wish to participate must be registered in the share register maintained by Euroclear Sweden AB as of Friday, 9 October 2026, and must notify the Company no later than Tuesday, 13 October 2026 by e-mail to investors@ortelius.com. The notification shall include the shareholder's name, personal or corporate identity number, address, telephone number, e-mail address, details of any assistants, and information regarding shareholdings.
Proxies
A proxy form will be available on the Company's website https://investors.ortelius.com/. Shareholders represented by proxy must issue a dated power of attorney. If the proxy is issued by a legal entity, a certified copy of the certificate of registration or equivalent authorization document shall be enclosed. The power of attorney and registration certificate should be submitted to the Company well in advance of the meeting. A power of attorney is valid for one year from issuance or for the longer validity period stated therein, however not longer than five years.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to attend the general meeting, temporarily re-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 wishing to register their shares in their own name must, in accordance with the respective nominee’s procedures, request that the nominee effects such registration. Voting rights registration requested by a shareholder in such time that the registration has been made by the nominee no later than 9 oktober 2026 will be taken into account in the preparation of the share register.
Proposed agenda
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Election of one or two persons to verify the minutes
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. Resolution regarding
a) amendment of the Articles of Association and
b) share consolidation
8. Election of auditor
9. Closing of the meeting
Proposales for resolutions
Item 7 – Resolution regarding (a) amendment of the Articles of Association and (b) share consolidation
The resolutions under items (a) and (b) are conditional upon each other and shall therefore be adopted as one resolution.
a) Amendment of the Articles of Association
The Board of Directors proposes that, in order to facilitate the share consolidation proposed under item b) below, future issuances of shares, and the change of the Company's registered office, the General Meeting resolves to amend the Articles of Association so that § 2 (Registered Office) and § 4 (Share Capital and Number of Shares) shall read as follows
Current wording:
“2 Registered Office
The registered office of the Board shall be in Lund Municipality, Skåne County.
“4 Share Capital and Number of Shares
Share capital shall be not less than SEK 2 382 582,000072 and not more than SEK 9 530 328,000288. The number of shares shall be not less than 62 370 048 and not more than 249 480 192.”
Proposed wording:
”2 Registered Office
The registered office of the Board shall be in Malmö Municipality.
”4 Share Capital and Number of Shares
Share capital shall be not less than SEK 5 800 000 and not more than SEK 23 200 000. The number of shares shall be not less than 15 500 000 and not more than 62 000 000.
b) Share Consolidation
The Board of Directors proposes that the General Meeting resolves to carry out a share consolidation (reverse share split) at a ratio of 10:1, whereby ten (10) existing shares are consolidated into one (1) share. If a shareholder's holding of shares does not correspond to a whole number of new shares, such shareholder will, free of charge, receive from one of the Company's major shareholders such number of shares (1-9) as is required for the shareholder's holding to be evenly divisible by ten (10), so-called rounding up. The purpose of the share consolidation is to achieve a number of shares that is deemed appropriate for the Company. Following the share consolidation, the total number of shares in the Company will amount to 15 505 701.
The resolution is subject to registration with the Swedish Companies Registration Office (Sw. Bolagsverket). The Board of Directors proposes that the General Meeting authorises the Board to determine the record date for the share consolidation, provided that such record date shall not occur before the share consolidation has been registered with the Swedish Companies Registration Office
The Board of Directors, or a person designated by the Board, shall be authorised to make such minor amendments to the resolution as may prove necessary in connection with the registration of the resolution with the Swedish Companies Registration Office (Sw. Bolagsverket), Euroclear Sweden AB or to comply with other formal requirements.
Item 8 – Election of auditor
The proposal regarding the election of auditor will be published on the Company's website no later than two weeks prior to the Extraordinary General Meeting. The reason for the proposed change of auditor is cost efficiency and the fact that the Board of Directors has initiated a review of the Company's audit function and is currently evaluating audit service providers. In light of this process, the Board proposes that the General Meeting resolves to dismiss the current auditor and elect the auditor to be proposed by the Board following the completion of the evaluation. The proposal does not imply any criticism of the current auditor's performance or work.
Information, documents and number of shares and votes
A valid resolution under item 7 requires support from shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Shareholders are entitled to request information from the Board and the CEO pursuant to Chapter 7, Section 32 of the Swedish Companies Act.
The complete proposals and related documentation will be made available by the Company no later than two weeks prior to the General Meeting. Copies of such documents will be provided to shareholders upon request, provided that the shareholder has supplied an e-mail address.
Processing of personal data
For information regarding the Company's processing of personal data, please refer to the privacy notice available on Euroclear Sweden AB's website: www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
The Company has 155,057,010 shares and votes.
Ortelius International AB (publ)
The Board of Directors
For more information, please contact:
Herman Weberg, CFO and Interim CEO
ORTELIUS
Email: investors@ortelius.com
www.ortelius.com
investors.ortelius.com
About ORTELIUS
ORTELIUS International is a Swedish company at the forefront of AI- and data-driven business operations. Since the early 2000s, we have supported leading enterprises in establishing reliable data foundations, robust governance frameworks and advanced digital capabilities for effective decision-making and sustainable competitiveness.
Building on this expertise, ORTELIUS today enables organizations to realize the full potential of AI by ensuring data quality, governance and readiness are in place. With offices in Malmö and Gothenburg, we work with some of the world’s largest companies to strengthen resilience, adaptability and long-term preparedness in an AI-driven era.
For more information:
www.ortelius.com
investors.ortelius.com
The share is listed on Nasdaq First North Growth Market (short name ORTIN).
The company's Certified Adviser is Redeye Nordic Growth AB.