NOTICE OF EXTRAORDINARY GENERAL MEETING IN ORTELIUS INTERNATIONAL AB (PUBL)
Idag, 21:09
Idag, 21:09
The shareholders of ORTELIUS International AB (publ), corporate identity number 559213-3739 (the “Company”), are hereby invited to attend an extraordinary general meeting on 3 December 2025 at 10:00 a.m. at Södra Förstadsgatan 31, 211 43 Malmö.
Participation
A shareholder who wishes to participate in the extraordinary general meeting must:
and
Nominee-registered shares
Shareholders who have registered their shares with a nominee must, in order to be entitled to exercise their voting rights at the meeting, request temporary entry in the share register maintained by Euroclear Sweden AB regarding the circumstances on the record date (known as voting rights registration). Such re-registration must be completed no later than 27 November 2025, which means that shareholders who wish to be re-registered must notify their nominee well in advance of the aforementioned date.
Proxies
Shareholders represented by a proxy must issue a written proxy signed and dated by the shareholder. The proxy may be valid for a maximum of five years if specifically stated. If no period of validity is stated, the proxy is valid for a maximum of one year. If the proxy is issued by a legal entity, a copy of the registration certificate or equivalent for the legal entity must be enclosed. The original proxy and any registration certificate should be sent by post to the Company at the above address well in advance of the meeting. The proxy form is available on the Company's website (www.ortelius.com).
PROPOSED AGENDA
PROPOSED RESOLUTIONS
Item 1: Election of chairman of the meeting
The board of directors proposes that Tobias Ekelin shall be elected as chairman of the meeting or, in his absence, the person designated by the board of directors.
Item 7: Resolution on whether the Company shall continue its operations or go into liquidation
On 10 July 2025, the board of directors of the Company prepared a balance sheet for liquidation purpose in accordance with Chapter 25, Section 13 of the Swedish Companies Act (2005:551) and had it reviewed by the Company's auditor, who issued an opinion on it. The balance sheet shows that the Company's equity amounts to SEK -9,156,217, which is less than half of the registered share capital of SEK 2,382,582.000072. The board of directors therefore refers the question of whether the Company should go into liquidation to the general meeting.
The board of directors proposes, as a first option, to continue its operations
The board of directors proposes that the Company should not go into liquidation but that the Company's operations should continue. The reason for this is that on 1 October 2025, a new share issue was registered, followed by a reduction in the Company's share capital when the Company acquired all shares in Ortelius International AB through a so-called reverse acquisition. These measures have resulted in the Company's equity being restored. It is the board of directors’ opinion that the shareholders and the Company are best served by the meeting deciding to continue the Company's operations in order to best serve the Company's interests.
A decision to continue operations means that the general meeting must be convened within eight months of this first control meeting to reconsider the question of whether the Company should go into liquidation (second control meeting). Prior to the second control meeting, the board of directors shall prepare a new balance sheet for liquidation and have it reviewed by the Company's auditor. If this balance sheet does not show that the equity has been restored and amounts to at least the registered share capital, the Company is obliged to go into liquidation.
The board of directors proposes, as a second option, liquidation
Despite the primary proposal to continue operations, the board of directors is obliged under the Swedish Companies Act to also prepare a proposal for a decision on liquidation to be submitted to the general meeting. The board of directors therefore proposes, provided that the general meeting does not decide that the Company should continue operations as described above, that the general meeting decide that the Company should go into liquidation.
The reason for the board of directors’ secondary proposal is that the Company's equity, according to the balance sheet prepared by the board of directors, is less than half of the registered share capital. It is proposed that the decision on liquidation take effect from the date on which the Swedish Companies Registration Office appoints a liquidator. The board of directors’ preliminary assessment is that the distribution of assets is expected to take place within seven to twelve months of the Swedish Companies Registration Office's decision to appoint a liquidator. As a precaution, no distribution of assets is to be expected. The board of directors has no proposal for a liquidator.
Item 8: Election of a new board of directors and chairman of the board
The board of directors proposes that the number of board members elected by the general meeting shall be three.
The board of directors proposes to dismiss Tobias Ekelin as chairman of the board and member of the board, and to dismiss Peter Carenborn and Sven Cristea as members of the board of the Company, and proposes the election of Fredrik Herslow, Stefan Sallerfors and Ulf Jensen as members of the board of the Company for the period until the end of the next Annual General Meeting. Fredrik Herslow is proposed as chairman of the board.
Information about the proposed new members
Fredrik Herslow, born in 1961, has held senior positions at KABI, Saab Automobile and Nova Medical, and later served as CEO of Wilh. Sonesson during its stock exchange listing. Since 2004, he has led Herslow & Partners AB, where he has advised on corporate finance, listings, and executive management assignments for both listed and unlisted companies. He is recognized for his deep understanding of capital markets and his ability to guide companies through complex financial transactions and organizational changes.
Stefan Sallerfors, born in 1957, has more than two decades of executive and board experience across both the private and public sectors, with a focus on corporate leadership, strategic negotiations, and innovation management. He has served as CEO and board member of multiple organizations, including Alfa eCare International, MEDVICE design AB, TikoMed AB, and Folktandvården Skåne, as well as holding senior positions at Länsförsäkringar and Karolinska University Hospital.
Ulf Jensen, born in 1963, has led ORTELIUS International AB for 25 years, driving the company's development into a pioneer in Enterprise AI, data-readiness and digital transformation. Under his leadership, the company has supported global enterprises and public organizations in managing complexity and transforming data into a strategic asset. His experience combines technological insight with a business perspective.
All proposed board members are independent of the Company, its management and/or its major shareholders.
Item 9: Determination of fees to the board of directors
The board of directors proposes remuneration to the board of SEK 750,000 to be paid to the chairman of the board and SEK 250,000 to each of the other ordinary board members.
OTHER
Documents
All documents required by the Swedish Companies Act will be available at the Company's office no later than two weeks before the meeting. The documents will also be available on the Company's website, www.ortelius.com. Copies of the documents will also be sent to shareholders who request them and provide their postal address. The same address and email address used for registration for the meeting shall be used for ordering documents. The balance sheet for liquidation and the accompanying auditor's report will be presented at the extraordinary general meeting in accordance with the Swedish Companies Act.
Personal
The personal data collected from the share register maintained by Euroclear Sweden AB, notifications received and information about proxies and advisors will be used for registration, preparation of the voting list for the general meeting and, where applicable, the minutes of the meeting. For further information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Disclosures
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, shareholders have the right to request information from the board of directors and the managing director regarding circumstances that may affect the assessment of an item on the agenda or the financial situation of the Company or its subsidiaries. The board of directors and the managing director shall disclose such information if the board of directors considers that this can be done without significant harm to the Company.
Number of shares and votes in the Company
At the time of issuing this notice, the Company has 63,525,678 shares and votes outstanding.
____________________________
Malmö, November 2025
ORTELIUS International AB (publ)
The board of directors
For more information, please contact:
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 AB.
Attachments
NOTICE OF EXTRAORDINARY GENERAL MEETING IN ORTELIUS INTERNATIONAL AB (PUBL)
ORTELIUS International AB Kallelse Till Extra Bolagsstämma 3 Dec 25 SV
Fullmakt Power Of Attorney Extra Bolagsstämma Dec 2025
Idag, 21:09
The shareholders of ORTELIUS International AB (publ), corporate identity number 559213-3739 (the “Company”), are hereby invited to attend an extraordinary general meeting on 3 December 2025 at 10:00 a.m. at Södra Förstadsgatan 31, 211 43 Malmö.
Participation
A shareholder who wishes to participate in the extraordinary general meeting must:
and
Nominee-registered shares
Shareholders who have registered their shares with a nominee must, in order to be entitled to exercise their voting rights at the meeting, request temporary entry in the share register maintained by Euroclear Sweden AB regarding the circumstances on the record date (known as voting rights registration). Such re-registration must be completed no later than 27 November 2025, which means that shareholders who wish to be re-registered must notify their nominee well in advance of the aforementioned date.
Proxies
Shareholders represented by a proxy must issue a written proxy signed and dated by the shareholder. The proxy may be valid for a maximum of five years if specifically stated. If no period of validity is stated, the proxy is valid for a maximum of one year. If the proxy is issued by a legal entity, a copy of the registration certificate or equivalent for the legal entity must be enclosed. The original proxy and any registration certificate should be sent by post to the Company at the above address well in advance of the meeting. The proxy form is available on the Company's website (www.ortelius.com).
PROPOSED AGENDA
PROPOSED RESOLUTIONS
Item 1: Election of chairman of the meeting
The board of directors proposes that Tobias Ekelin shall be elected as chairman of the meeting or, in his absence, the person designated by the board of directors.
Item 7: Resolution on whether the Company shall continue its operations or go into liquidation
On 10 July 2025, the board of directors of the Company prepared a balance sheet for liquidation purpose in accordance with Chapter 25, Section 13 of the Swedish Companies Act (2005:551) and had it reviewed by the Company's auditor, who issued an opinion on it. The balance sheet shows that the Company's equity amounts to SEK -9,156,217, which is less than half of the registered share capital of SEK 2,382,582.000072. The board of directors therefore refers the question of whether the Company should go into liquidation to the general meeting.
The board of directors proposes, as a first option, to continue its operations
The board of directors proposes that the Company should not go into liquidation but that the Company's operations should continue. The reason for this is that on 1 October 2025, a new share issue was registered, followed by a reduction in the Company's share capital when the Company acquired all shares in Ortelius International AB through a so-called reverse acquisition. These measures have resulted in the Company's equity being restored. It is the board of directors’ opinion that the shareholders and the Company are best served by the meeting deciding to continue the Company's operations in order to best serve the Company's interests.
A decision to continue operations means that the general meeting must be convened within eight months of this first control meeting to reconsider the question of whether the Company should go into liquidation (second control meeting). Prior to the second control meeting, the board of directors shall prepare a new balance sheet for liquidation and have it reviewed by the Company's auditor. If this balance sheet does not show that the equity has been restored and amounts to at least the registered share capital, the Company is obliged to go into liquidation.
The board of directors proposes, as a second option, liquidation
Despite the primary proposal to continue operations, the board of directors is obliged under the Swedish Companies Act to also prepare a proposal for a decision on liquidation to be submitted to the general meeting. The board of directors therefore proposes, provided that the general meeting does not decide that the Company should continue operations as described above, that the general meeting decide that the Company should go into liquidation.
The reason for the board of directors’ secondary proposal is that the Company's equity, according to the balance sheet prepared by the board of directors, is less than half of the registered share capital. It is proposed that the decision on liquidation take effect from the date on which the Swedish Companies Registration Office appoints a liquidator. The board of directors’ preliminary assessment is that the distribution of assets is expected to take place within seven to twelve months of the Swedish Companies Registration Office's decision to appoint a liquidator. As a precaution, no distribution of assets is to be expected. The board of directors has no proposal for a liquidator.
Item 8: Election of a new board of directors and chairman of the board
The board of directors proposes that the number of board members elected by the general meeting shall be three.
The board of directors proposes to dismiss Tobias Ekelin as chairman of the board and member of the board, and to dismiss Peter Carenborn and Sven Cristea as members of the board of the Company, and proposes the election of Fredrik Herslow, Stefan Sallerfors and Ulf Jensen as members of the board of the Company for the period until the end of the next Annual General Meeting. Fredrik Herslow is proposed as chairman of the board.
Information about the proposed new members
Fredrik Herslow, born in 1961, has held senior positions at KABI, Saab Automobile and Nova Medical, and later served as CEO of Wilh. Sonesson during its stock exchange listing. Since 2004, he has led Herslow & Partners AB, where he has advised on corporate finance, listings, and executive management assignments for both listed and unlisted companies. He is recognized for his deep understanding of capital markets and his ability to guide companies through complex financial transactions and organizational changes.
Stefan Sallerfors, born in 1957, has more than two decades of executive and board experience across both the private and public sectors, with a focus on corporate leadership, strategic negotiations, and innovation management. He has served as CEO and board member of multiple organizations, including Alfa eCare International, MEDVICE design AB, TikoMed AB, and Folktandvården Skåne, as well as holding senior positions at Länsförsäkringar and Karolinska University Hospital.
Ulf Jensen, born in 1963, has led ORTELIUS International AB for 25 years, driving the company's development into a pioneer in Enterprise AI, data-readiness and digital transformation. Under his leadership, the company has supported global enterprises and public organizations in managing complexity and transforming data into a strategic asset. His experience combines technological insight with a business perspective.
All proposed board members are independent of the Company, its management and/or its major shareholders.
Item 9: Determination of fees to the board of directors
The board of directors proposes remuneration to the board of SEK 750,000 to be paid to the chairman of the board and SEK 250,000 to each of the other ordinary board members.
OTHER
Documents
All documents required by the Swedish Companies Act will be available at the Company's office no later than two weeks before the meeting. The documents will also be available on the Company's website, www.ortelius.com. Copies of the documents will also be sent to shareholders who request them and provide their postal address. The same address and email address used for registration for the meeting shall be used for ordering documents. The balance sheet for liquidation and the accompanying auditor's report will be presented at the extraordinary general meeting in accordance with the Swedish Companies Act.
Personal
The personal data collected from the share register maintained by Euroclear Sweden AB, notifications received and information about proxies and advisors will be used for registration, preparation of the voting list for the general meeting and, where applicable, the minutes of the meeting. For further information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Disclosures
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, shareholders have the right to request information from the board of directors and the managing director regarding circumstances that may affect the assessment of an item on the agenda or the financial situation of the Company or its subsidiaries. The board of directors and the managing director shall disclose such information if the board of directors considers that this can be done without significant harm to the Company.
Number of shares and votes in the Company
At the time of issuing this notice, the Company has 63,525,678 shares and votes outstanding.
____________________________
Malmö, November 2025
ORTELIUS International AB (publ)
The board of directors
For more information, please contact:
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 AB.
Attachments
NOTICE OF EXTRAORDINARY GENERAL MEETING IN ORTELIUS INTERNATIONAL AB (PUBL)
ORTELIUS International AB Kallelse Till Extra Bolagsstämma 3 Dec 25 SV
Fullmakt Power Of Attorney Extra Bolagsstämma Dec 2025
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