Communiqué from the annual general meeting in Ortelius International AB (publ) on 31 July 2026
Communiqué from the annual general meeting in Ortelius International AB (publ) on 31 July 2026
Ortelius International AB (publ), reg. no. 559213-3739 (the "Company"), held its annual general meeting today, 31 July 2026, at Bergman & Eek Advokatbyrå, Kyrkogatan 13, Lund. The annual general meeting also constituted the second control meeting pursuant to Chapter 25, Section 16 of the Swedish Companies Act. A summary of the resolutions passed is set out below. All resolutions were passed in accordance with the proposals presented, it being noted that the election of the board of directors was made in accordance with a proposal presented at the meeting.
This is an unofficial translation of the Swedish communiqué from the annual general meeting. In the event of any discrepancy between the Swedish original and this English translation, the Swedish version shall prevail.
Adoption of the accounts, allocation of the result and discharge from liability
The annual general meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2025. The annual general meeting resolved, in accordance with the board of directors’ proposal, that the Company’s result be allocated in accordance with the board of directors’ proposal in the annual report and that no dividend be paid for the financial year 2025. The members of the board of directors and the managing director were discharged from liability for the financial year 2025.
Second control meeting – resolution to continue operations
The second control balance sheet prepared by the board of directors pursuant to Chapter 25, Section 16 of the Swedish Companies Act, and the auditor’s report thereon, were presented at the meeting. The second control balance sheet shows that the Company’s shareholders’ equity has been restored and amounts to at least the registered share capital. The annual general meeting resolved, in accordance with the board of directors’ proposal, that the Company shall not enter into liquidation but that operations shall continue.
Fees
The annual general meeting resolved that board fees shall be paid in the amount of SEK 300,000 to the chairman of the board and SEK 200,000 each to the other members of the board, and that the auditor’s fee shall be paid in accordance with approved invoice pursuant to customary charging norms.
Election of the board of directors and auditor
The annual general meeting resolved that the board of directors shall consist of three (3) members without deputies. In accordance with a proposal presented at the meeting by shareholders, the annual general meeting resolved, for the period until the end of the next annual general meeting, to re-elect Magnus Pårup as a member of the board and to elect Danne Persson and Peter Thörn as new members of the board. Peter Thörn was elected chairman of the board.
The annual general meeting further resolved to re-elect the registered audit firm Öhrlings PricewaterhouseCoopers AB as auditor for the period until the end of the next annual general meeting, with authorised public accountant Paul Eriksson as auditor in charge.
Authorisation for the board of directors to resolve on issues
The annual general meeting resolved, in accordance with the board of directors’ proposal, 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 may be made with or without deviation from the shareholders’ preferential rights and with or without provisions on contribution in kind, set-off or other conditions, and shall be made on market terms. The resolution was supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.