NOTICE OF EXTRAORDINARY GENERAL MEETING IN DONE.AI GROUP AB
The shareholders of Done.ai Group AB, reg. no. 559120-8870 (the "Company"), are hereby invited to the extraordinary general meeting on 24 November 2026 at 13:00 CET 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 16 November 2026, be registered in the share register maintained by Euroclear Nordics 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 18 November 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 16 November 2026, be registered in the share register maintained by Euroclear Nordics 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 18 November 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 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 Nordics 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 16 November 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 18 November 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 18 November 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
- Opening of the meeting and election of chair of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to certify the minutes
- Examination of whether the general meeting has been properly convened
- Resolution on directed share issue with payment by way of set-off against claims
- Resolution on approval of related party transaction
- Closing of the meeting
Proposed resolutions
Item 6: Resolution on directed share issue with payment by way of set-off against claims
Background
Companies related to employees and former employees of the Company's wholly owned subsidiary Plorea Holding AS (the "Claimants") have a claim against the Company in the aggregate amount of NOK 3,000,000 (the "Claim"). The Claim has arisen as a result of fees earned by the Claimants in relation to Plorea Holding AS. The Board of Directors intends to settle the Claim by way of issuance of consideration shares in the Company, with payment by way of set-off against the Claim. The subscription price has been determined through negotiations between the Company and the Claimants on an arm's length basis. The aggregate claim attributable to the Claimants amounts to NOK 3,000,000, which, based on the exchange rate for NOK/SEK of 1.00000/1.06135 published by the Riksbank (Sweden's central bank) on 3 November 2026, corresponds to SEK 3,184,050. Since the share issue is directed to related holding companies of, inter alia, persons currently employed by the Company's subsidiary, the share issue falls within the scope of Chapter 16 of the Swedish Companies Act.
In order to settle the Claimants' Claim, 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 Claim in the amount of SEK 3,184,000, entitling to subscription for 199,000 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 19,900.0.
Number of shares to be issued
A maximum of 199,000 shares shall be issued.
Subscription price
The subscription price shall be SEK 16.00 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 set at SEK 16.00 per share through negotiations between the Company and the Claimants on an arm's length basis.
Reason for deviating from the shareholders’ preferential rights
The reason for deviating from the shareholders’ preferential rights is that the Company intends to settle the Claimants' Claim by way of issuance of new shares in the Company. 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. 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.
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 Nordics AB.
Payment
Subscribed shares shall be paid by way of set-off against the claims 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.
Subscription right
The right to subscribe for the shares shall, with deviation from the shareholders' preferential rights, be granted to Salberg Holding AS (reg. no. 912 534 308), Executive Management Consulting AS (reg. no. 987 493 410), Peter Wirén AS (reg. no. 920 387 950) and Pamfas Consulting AB (reg. no. 559229-5850).
Majority requirement
Since certain subscribers in the directed share issue are companies related to employees within the Done.ai group, Chapter 16 of the Swedish Companies Act is applicable to the directed share issue. A valid resolution therefore requires the approval of shareholders holding not less than nine-tenths of both the votes cast and the shares represented at the general meeting.
Item 7: Resolution on approval of related party transaction
Background and rationale
Done.ai Norway AS, reg. no. 915 006 620, a wholly owned subsidiary of the Company, owns all shares (the "Shares") in DB Labs AS, reg. no. 993 169 765 ("DB Labs" or the "Target Company"). DB Labs owns a property located in the municipality of Oslo: gnr. 210, bnr. 58, snr. 40, and associated parking spaces gnr. 510, bnr. 16, snr. 19, 20 and 21 (jointly the "Property"). On 3 November 2026, Done.ai Norway AS entered into a share purchase agreement with R-Venture AS, reg. no. 879 447 992 (the "Buyer") regarding the transfer of all Shares in DB Labs (the "Transaction"). The parties have agreed on a fixed value for the Property of NOK 70,000,000. Since the Transaction relates to the acquisition of the Shares in the Target Company, and not the Property directly, the purchase price for the Shares is calculated on the basis of the agreed value for the Property, with the addition of the Target Company's other assets and the deduction of the Target Company's liabilities, including, inter alia, a seller's credit of NOK 20,000,000 assumed by the Buyer and other net balance sheet items of approximately NOK 1,000,000. The estimated purchase price has accordingly been calculated at NOK 49,028,419. In addition, the Target Company's intercompany debt to Done.ai Norway AS of approximately NOK 4,200,000 remains at closing. Within 45 days after closing, Done.ai Norway AS shall prepare a final audited balance sheet as of the closing date, on the basis of which the final purchase price shall be determined. Any difference between the estimated and the final purchase price shall thereafter be settled between the parties. Closing shall take place on 1 December 2026.
R-Venture AS holds 64.13 per cent of the shares in the Company and is thus the Company's largest shareholder. The Transaction constitutes a transfer between Done.ai Norway AS (a wholly owned subsidiary of the Company) and R-Venture AS (the Company's majority shareholder) and is thus a significant related party transaction. In accordance with good practice in the securities market (cf. the Swedish Securities Council's ruling 2019:25), such a transaction shall be approved by the general meeting of the Company. Completion of the share purchase agreement is conditional upon the Transaction being approved by the extraordinary general meeting of the Company. Against this background, the Board of Directors hereby submits a proposal for resolution and a report in accordance with the Swedish Securities Council's ruling 2019:25.
The Board of Directors' assessment
The Transaction has its background in the Done.ai group having conducted a strategic review of its property holdings and having assessed that a divestiture of the Property releases capital that can be used in the group's core business. The Board of Directors considers that a divestiture of the Target Company with the Property enables a more efficient capital allocation and strengthens the Company's financial position, which is in the interest of the shareholders.
The Company has evaluated the Transaction and considers that the terms, including the agreed value for the Property and the purchase price as well as the calculation method thereof, are on market terms. The share purchase agreement contains customary terms and conditions for transactions of this nature, including a mechanism for final purchase price adjustment based on an audited balance sheet as of the closing date. In summary, the Board of Directors considers that the Transaction is on market terms, on fair conditions and in the interest of the Company and its shareholders. The Board of Directors' opinion is supported by the independent valuation statement (fairness opinion) prepared by Partner Fondkommission AB on behalf of the Company.
Proposed resolution
The Board of Directors proposes that the general meeting approves the Transaction.
Majority requirement
A valid resolution requires the approval of shareholders holding more than half of the votes cast at the general meeting. Shares and votes held by related parties shall not be taken into consideration in conjunction with the resolution by the general meeting. Moreover, shares held by another undertaking in the same corporate group (including other corporate groups of a comparable nature) as the related party shall not be taken into consideration.
Number of shares and votes
The total number of shares and votes in the Company on the date of this notice are 87,634,137. 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 are 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.
N.B. This notice has been prepared in both Swedish and English language versions. In the event of any discrepancies between the versions, the Swedish version shall prevail.
Processing of personal data
For information on how personal data is processed in relation to the meeting, see the Privacy notice available on Euroclear Nordics AB's website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in November 2026
Done.ai Group AB
The Board of Directors