The shareholders of Done.ai Group AB, reg. no. 559120-8870 (the "Company"), are hereby invited to the extraordinary general meeting on 10 August 2026 at 14:00 CEST at BAHR Advokatbyrå on Birger Jarlsgatan 16, 114 34 Stockholm.
Right to attend and notification
Participation by presence at the meeting venue
Shareholders who wish to attend the extraordinary general meeting by presence at the meeting venue, in person or through a proxy, must:
i. on the record date, which is on 31 July 2026, be registered in the share register maintained by Euroclear Sweden AB; and
ii. notify the Company of their participation and any assistants (no more than two) in the extraordinary general meeting no later than on 4 August 2026. The notification shall be in writing to BAHR Advokatbyrå, Attn: Victor Marklund, Birger Jarlsgatan 16, 114 34 Stockholm or by e-mail to vimar@bahr.com. The notification should state the name, personal/corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended to the notification.
Participation through advance voting
Shareholders who wish to attend the extraordinary general meeting by advance voting (so-called postal voting), in person or through a proxy, must:
i. on the record date, which is on 31 July 2026, be registered in the share register maintained by Euroclear Sweden AB; and
ii. notify the Company of their participation by casting their advance vote in accordance with the instructions below so that the advance vote is received by the Company no later than on 4 August 2026.
A special form shall be used for advance voting. The form is available on the Company's website, www.done.ai/investor-relations. A shareholder who is exercising its voting right through advance voting does not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.
The completed and signed form shall be sent to BAHR Advokatbyrå, Attn: Victor Marklund, Birger Jarlsgatan 16, 114 34 Stockholm or by e-mail to vimar@bahr.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same applies for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.
Further instructions and conditions are included in the form for advance voting.
Please note that anyone who wants to attend the meeting, physically or by proxy, must report this in accordance with the instructions under the heading "Participation by presence at the meeting venue" above. This means that a registration only by advance vote is not sufficient for those who want to physically attend the extraordinary general meeting.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on 31 July 2026 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on 4 August 2026 will be considered in preparations of the share register.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on 4 August 2026. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. Certificates of proxies are also accepted.
A proxy form will be available on the Company's website, www.done.ai/investor-relations, and will also be sent to shareholders who so request and inform the Company of their postal address.
Draft agenda
Proposed resolutions
Item 1: Opening of the meeting and election of chair of the meeting
The Board of Directors proposes that Emil Hedberg, attorney at law, at BAHR Advokatbyrå is appointed as chair of the general meeting or, in his absence, the person appointed by him.
Item 6: Resolution on directed share issue with payment by way of set-off against earnout entitlement (Econ Alliansen AS)
The Board of Directors proposes that the general meeting resolves to approve the Board of Directors’ resolution on a directed share issue in accordance with the below.
Background
The Company has previously entered into a share purchase agreement regarding Econ Alliansen AS under which part of the consideration consists of an earnout entitlement to the sellers NB Business Partner AS in the amount of NOK 1.00 million, which, based on the exchange rate for NOK/SEK of 1.00/1.00 published by the Riksbank (Sweden's central bank) on 4 June 2026, corresponds to SEK 1.00 million.
In order to settle the earnout entitlement, the Board of Directors hereby resolves, subject to subsequent approval by the general meeting, on a directed share issue in the amount of SEK 1.00 million, entitling to subscription for 62,500 shares in the Company.
Amount by which the share capital is to be increased
The share capital shall be increased by a maximum of SEK 6,250.
Number of shares to be issued
A maximum of 62,500 shares shall be issued.
Subscription price
The subscription price shall be SEK 16 per share. The part of the subscription price exceeding the shares’ quota value shall be allocated to the non-restricted statutory reserve (Sw. den fria överkursfonden).
Background to the determination of the subscription price
The subscription price has been agreed in the share purchase agreement for Econ Alliansen AS through a negotiation between the buyer and the seller on an arms’ length basis. The Board of Directors considers the subscription price to be on market terms.
Subscription right
The right to subscribe for the shares shall, with deviation from the shareholders' preferential rights, be granted to NB Business Partner AS (a maximum of 62,500 shares).
Reason for deviating from the shareholders’ preferential rights
The reason for deviating from the shareholders’ preferential rights is that the seller has an obligation to reinvest its claims in new shares in the Company pursuant to the share purchase agreement. The Board of Directors has considered the possibility of settling the subscribers' respective claims in cash instead of by way of set-off against newly issued shares, but has concluded that it is, for several reasons, beneficial for the Company and the shareholders that payment is made by way of set-off. The Board of Directors considers that the directed share issue improves the Company's equity ratio, reduces the debt-to-equity ratio and ensures a more long-term sustainable financial position without burdening the Company's liquidity. The Board of Directors further considers it a sign of confidence in the Company that the subscriber have expressed a wish to set off their claims against shares in the Company, at a market-based price, instead of receiving cash consideration. In light of the above, the Board of Directors considers that there are sufficient reasons to deviate from the general rule of carrying out a share issue with preferential rights for the Company's existing shareholders.
Subscription period
The shares must be subscribed for no later than seven days after the extraordinary general meeting has resolved to approve the share issue, on a separate subscription list. The Board of Directors shall have the right to extend the subscription period.
Payment
Subscribed shares shall be paid by way of set-off against the earnout entitlement no later than seven days after the extraordinary general meeting has resolved to approve the share issue. The Board of Directors shall have the right to extend the payment period.
Right to distributions
The new shares shall entitle to dividends as of the record date for dividends that occurs immediately after the shares have been registered with the Swedish Companies Registration Office and the shares have been entered in the share register kept by Euroclear Sweden AB.
Majority requirements
A resolution in accordance with the above requires the support of shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting.
Item 7: Resolution on directed share issue with payment by way of set-off against vendor note (Plorea Holding AS).
The Board of Directors proposes that the general meeting resolves to approve the Board of Directors’ resolution on a directed share issue in accordance with the below.
Background
The Company has previously entered into a share purchase agreement regarding Plorea Holding AS under which consideration was paid with vendor notes to the sellers in the amount of approximately NOK 32.02 million, which, based on the exchange rate for NOK/SEK of 1.00/1.00 published by the Riksbank (Sweden's central bank) on 4 June 2026, corresponds to approximately SEK 32.02 million.
In order to settle the vendor notes, the Board of Directors hereby resolves, subject to subsequent approval by the general meeting, on a directed share issue with payment by way of set-off against the vendor notes in the amount of approximately SEK 32.02 million, entitling to subscription for 2,001,372 shares in the Company.
Amount by which the share capital is to be increased
The share capital shall be increased by a maximum of SEK 200,137.20.
Number of shares to be issued
A maximum of 2,001,372 shares shall be issued.
Subscription price
The subscription price shall be SEK 16 per share. The part of the subscription price exceeding the shares’ quota value shall be allocated to the non-restricted statutory reserve (Sw. den fria överkursfonden).
Background to the determination of the subscription price
The subscription price has been agreed in the share purchase agreement for Plorea Holding AS through a negotiation between the buyer and the seller on an arms’ length basis. The Board of Directors considers the subscription price to be on market terms.
Subscription right
The right to subscribe for the shares shall, with deviation from the shareholders' preferential rights, be granted to the sellers in accordance with the allocation set out below.
| Entitled to subscribe | Maximum number of shares to subscribe for |
| Salberg Holding AS | 683,341 |
| Baxi AS | 244,261 |
| Alba Marie Holding AS | 243,321 |
| Executive Management Consulting AS | 145,374 |
| Peter Wiren AS | 200,461 |
| Pamfas AB | 134,357 |
| Roman Keller | 105,336 |
| Lorvik Holding AS | 27,677 |
| Per Gjertsen | 26,602 |
| Hunshammer AS | 23,646 |
| ReneDykk AS | 23,646 |
| Harald Stensrud | 23,243 |
| Gry Bjørnsen Johnson | 15,719 |
| Cicilie Hjertvik | 14,779 |
| Sietske Johanna Kruithof | 13,973 |
| Øystein Haugen | 10,748 |
| Easy Drift AS | 10,076 |
| Nina Helen Bjorheim | 8,464 |
| Geir Øien | 6,314 |
| Peter Wiren | 4,702 |
| Stig Olsson Risanger | 4,702 |
| T. Risanger Holding AS | 4,702 |
| Nytre AS | 4,702 |
| BTO Consulting AS | 4,702 |
| Øystein Granbo | 4,299 |
| Lise Fjelly Life and Work Consulting | 3,224 |
| Sindre Robberstad Clausen | 2,687 |
| Philip Oliver Hegerland | 2,284 |
| Nan Cicilie Jørgensen Sandbakk | 2,015 |
| Einar Morten Slapgård | 2,015 |
| Total | 2,001,372 |
Reason for deviating from the shareholders’ preferential rights
The reason for deviating from the shareholders’ preferential rights is that the sellers have an obligation to reinvest their claims in new shares in the Company pursuant to the share purchase agreement. The Board of Directors has considered the possibility of settling the subscribers' respective claims in cash instead of by way of set-off against newly issued shares, but has concluded that it is, for several reasons, beneficial for the Company and the shareholders that payment is made by way of set-off. The Board of Directors considers that the directed share issue improves the Company's equity ratio, reduces the debt-to-equity ratio and ensures a more long-term sustainable financial position without burdening the Company's liquidity. The Board of Directors further considers it a sign of confidence in the Company that the management personnel have expressed a wish to set off their claims against shares in the Company, at a market-based price, instead of receiving cash consideration. In light of the above, the Board of Directors considers that there are sufficient reasons to deviate from the general rule of carrying out a share issue with preferential rights for the Company's existing shareholders.
Subscription period
The shares must be subscribed for no later than seven days after the extraordinary general meeting has resolved to approve the share issue, on a separate subscription list. The Board of Directors shall have the right to extend the subscription period.
Payment
Subscribed shares shall be paid by way of set-off against a vendor note no later than seven days after the extraordinary general meeting has resolved to approve the share issue. The Board of Directors shall have the right to extend the payment period.
Right to distributions
The new shares shall entitle to dividends as of the record date for dividends that occurs immediately after the shares have been registered with the Swedish Companies Registration Office and the shares have been entered in the share register kept by Euroclear Sweden AB.
Majority requirements
As certain subscribers in the directed share issue are employed within the Done.ai group, Chapter 16 of the Swedish Companies Act (Sw. aktiebolagslagen) applies to the directed share issue. A resolution in accordance with the above therefore requires the support of shareholders holding not less than nine-tenths of both the votes cast and the shares represented at the general meeting.
Item 8: Resolution on directed share issue with payment by way of set-off against vendor note (Vilect AS)
The Board of Directors proposes that the general meeting resolves to approve the Board of Directors’ resolution on a directed share issue in accordance with the below.
Background
The Company has previously entered into a share purchase agreement regarding Vilect AS under which consideration was paid with vendor notes to the sellers in the amount of approximately NOK 5.44 million, which, based on the exchange rate for NOK/SEK of 1.00/1.00 published by the Riksbank (Sweden's central bank) on 4 June 2026, corresponds to approximately SEK 5.44 million.
In order to settle the vendor notes, the Board of Directors hereby resolves, subject to subsequent approval by the general meeting, on a directed share issue with payment by way of set-off against the vendor notes in the amount of approximately SEK 5.44 million, entitling to subscription for 339,710 shares in the Company.
Amount by which the share capital is to be increased
The share capital shall be increased by a maximum of SEK 33,971.
Number of shares to be issued
A maximum of 339,710 shares shall be issued.
Subscription price
The subscription price shall be SEK 16 per share. The part of the subscription price exceeding the shares’ quota value shall be allocated to the non-restricted statutory reserve (Sw. den fria överkursfonden).
Background to the determination of the subscription price
The subscription price has been agreed in the share purchase agreement for Vilect AS through a negotiation between the buyer and the seller on an arms’ length basis. The Board of Directors considers the subscription price to be on market terms.
Subscription right
The right to subscribe for the shares shall, with deviation from the shareholders' preferential rights, be granted to the sellers in accordance with the allocation set out below.
| Entitled to subscribe | Maximum number of shares to subscribe for |
| ALMELAND INVEST AS | 82,717 |
| KIVE AS | 61,330 |
| Eritreum AS | 14,388 |
| SMALL INTERNET AS | 44,543 |
| ARKWRIGHTX INCUBATOR INVEST 2 AS | 25,900 |
| ARKWRIGHT NORWAY AS | 5,275 |
| Hans Gaarder Invest AS | 11,722 |
| TRK GROUP AS | 5,861 |
| OUTLINE VENTURES AS | 1,755 |
| GRENIR AS | 1,755 |
| OLAV HARALDSEID | 1,170 |
| PASSION INVEST AS | 1,170 |
| HHT INVEST AS | 1,170 |
| VERDIHAGEN AS | 1,170 |
| ZAT HOLDING APS | 1,170 |
| Frida Elisabeth Sjoner | 1,170 |
| Performax AS | 44,495 |
| Orion & Partners AS | 23,684 |
| TRK GROUP AS | 4,633 |
| Eritreum AS | 1,544 |
| Kamøy Holdings AS | 1,544 |
| Performax AS | 772 |
| North Trading AS | 772 |
| Total | 339,710 |
Reason for deviating from the shareholders’ preferential rights
The reason for deviating from the shareholders’ preferential rights is that the sellers have an obligation to reinvest their claims in new shares in the Company pursuant to the share purchase agreement. The Board of Directors has considered the possibility of settling the subscribers' respective claims in cash instead of by way of set-off against newly issued shares, but has concluded that it is, for several reasons, beneficial for the Company and the shareholders that payment is made by way of set-off. The Board of Directors considers that the directed share issue improves the Company's equity ratio, reduces the debt-to-equity ratio and ensures a more long-term sustainable financial position without burdening the Company's liquidity. The Board of Directors further considers it a sign of confidence in the Company that the management personnel have expressed a wish to set off their claims against shares in the Company, at a market-based price, instead of receiving cash consideration. In light of the above, the Board of Directors considers that there are sufficient reasons to deviate from the general rule of carrying out a share issue with preferential rights for the Company's existing shareholders.
Subscription period
The shares must be subscribed for no later than seven days after the extraordinary general meeting has resolved to approve the share issue, on a separate subscription list. The Board of Directors shall have the right to extend the subscription period.
Payment
Subscribed shares shall be paid by way of set-off against a vendor note no later than seven days after the extraordinary general meeting has resolved to approve the share issue. The Board of Directors shall have the right to extend the payment period.
Right to distributions
The new shares shall entitle to dividends as of the record date for dividends that occurs immediately after the shares have been registered with the Swedish Companies Registration Office and the shares have been entered in the share register kept by Euroclear Sweden AB.
Majority requirements
As certain subscribers in the directed share issue are employed within the Done.ai group, Chapter 16 of the Swedish Companies Act (Sw. aktiebolagslagen) applies to the directed share issue. A resolution in accordance with the above therefore requires the support of shareholders holding not less than nine-tenths of both the votes cast and the shares represented at the general meeting.
Item 9: Resolution on directed share issue with payment by way of set-off against vendor note (Regnskapene AS)
The Board of Directors proposes that the general meeting resolves to approve the Board of Directors’ resolution on a directed share issue in accordance with the below.
Background
The Company has previously entered into a share purchase agreement regarding Regnskapene AS under which consideration was paid with vendor notes to the sellers Thurinus Holding AS and KABA Invest AS in the amount of approximately NOK 2.65 million, which, based on the exchange rate for NOK/SEK of 1.00/1.00 published by the Riksbank (Sweden's central bank) on 4 June 2026, corresponds to approximately SEK 2.65 million.
In order to settle the vendor notes, the Board of Directors hereby resolves, subject to subsequent approval by the general meeting, on a directed share issue with payment by way of set-off against the vendor notes in the amount of approximately SEK 2.65 million, entitling to subscription for 165,375 shares in the Company.
Amount by which the share capital is to be increased
The share capital shall be increased by a maximum of SEK 16,537.5.
Number of shares to be issued
A maximum of 165,375 shares shall be issued.
Subscription price
The subscription price shall be SEK 16 per share. The part of the subscription price exceeding the shares’ quota value shall be allocated to the non-restricted statutory reserve (Sw. den fria överkursfonden).
Background to the determination of the subscription price
The subscription price has been agreed in the share purchase agreement for Regnskapene AS through a negotiation between the buyer and the seller on an arms’ length basis. The Board of Directors considers the subscription price to be on market terms.
Subscription right
The right to subscribe for the shares shall, with deviation from the shareholders' preferential rights, be granted to Thurinus Holding AS (a maximum of 147,875 shares) and KABA Invest AS (a maximum of 17,500 shares).
Reason for deviating from the shareholders’ preferential rights
The reason for deviating from the shareholders’ preferential rights is that the sellers have an obligation to reinvest their claims under the vendor notes in new shares in the Company pursuant to the share purchase agreement. The Board of Directors has considered the possibility of settling the subscribers' respective claims in cash instead of by way of set-off against newly issued shares, but has concluded that it is, for several reasons, beneficial for the Company and the shareholders that payment is made by way of set-off. The Board of Directors considers that the directed share issue improves the Company's equity ratio, reduces the debt-to-equity ratio and ensures a more long-term sustainable financial position without burdening the Company's liquidity. The Board of Directors further considers it a sign of confidence in the Company that the subscriber have expressed a wish to set off their claims against shares in the Company, at a market-based price, instead of receiving cash consideration. In light of the above, the Board of Directors considers that there are sufficient reasons to deviate from the general rule of carrying out a share issue with preferential rights for the Company's existing shareholders.
Subscription period
The shares must be subscribed for no later than seven days after the extraordinary general meeting has resolved to approve the share issue, on a separate subscription list. The Board of Directors shall have the right to extend the subscription period.
Payment
Subscribed shares shall be paid by way of set-off against a vendor note no later than seven days after the extraordinary general meeting has resolved to approve the share issue. The Board of Directors shall have the right to extend the payment period.
Right to distributions
The new shares shall entitle to dividends as of the record date for dividends that occurs immediately after the shares have been registered with the Swedish Companies Registration Office and the shares have been entered in the share register kept by Euroclear Sweden AB.
Majority requirements
A resolution in accordance with the above requires the support of shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting.
Number of shares and votes
The total number of shares and votes in the Company on the date of this notice are 85,065,180. The Company holds no own shares.
Other
The complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at the Company at Birger Jarlsgatan 2, 114 34 Stockholm and on the Company's website, www.done.ai/investor-relations, in accordance with the above and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the extraordinary general meeting, request information from the Board of Directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in July 2026
Done.ai Group AB
The Board of Directors