Done.ai Group AB (publ) (the "Company") has chosen to evaluate the conditions for carrying out a directed share issue (the "Share Issue") based on the authorisation granted by the annual general meeting on 10 April 2025. The Share Issue will be carried out through an accelerated bookbuilding procedure targeting Swedish and international institutional investors, and is expected to raise gross proceeds of at least SEK 70 million (subject to investor demand). The bookbuilding procedure is expected to commence after the announcement of the Company's Q1 report that is scheduled for publication on 22 May 2025. The Company's majority shareholder, R-Venture AS ("RV"), has pre-committed to subscribe for shares for SEK 70 million.

The Company intends to use the net proceeds of the Share Issue to continue to execute on M&A opportunities in the near term. In addition, the Share Issue can qualify as a "Relevant Issue" under several of the Company's recently executed acquisition or share purchase agreements, thereby permitting the Company to settle a significant portion of the purchase price in newly issued shares in the Company rather than cash. Meeting this threshold is critical to preserving cash for other strategic projects and ensuring the intended risk-allocation between the Company and the sellers, while also providing the sellers an opportunity to benefit from the Company's future growth through an equity stake. To qualify as a Relevant Issue the total proceeds must be at least SEK 70 million where at least SEK 30 million is from investors not being RV, the chairman of the Board, or affiliates thereof. With the pre-commitment from RV it ensures the minimum capital amount desired to be raised by the Company is fully guaranteed. RV has undertaken to vote in favour of future share issues in order to issue consideration shares to such sellers.

The subscription price and the number of new shares in the Share Issue will be determined through an accelerated bookbuilding procedure (the "Bookbuild") and will be directed towards Swedish and international institutional investors.

The Bookbuild is intended to be carried out after the announcement of the Q1 report when market conditions are deemed to allow it. Further details about the Share Issue will be announced prior to the formal launch of the Bookbuild.

Underwriting commitment from R-Venture AS

In connection with the Share Issue the Company's majority shareholder RV has irrevocably pre-committed to subscribe for shares in the Share Issue for SEK 70 million (the "Underwriting"), subject to a minimum subscription price per share of SEK 14. RV's Underwriting does not entitle RV to any compensation or special benefits, and RV has no guarantee of receiving shares in the Share Issue, as the allotment will depend on other investors' demand and the final outcome of the Bookbuild. This arrangement ensures that the Company can, if necessary, rely on RV's commitment to secure the minimum capital requirement of SEK 70 million, while maintaining flexibility to allocate shares to other investors.

Deviation from shareholders' preferential rights

The Board of Directors has made an overall assessment and carefully considered to raise the required capital through a rights issue. The Board of Directors considers that the reasons for deviating from the shareholders' preferential right are (i) that it is of material importance to the Company and for the benefit of all shareholders to carry out the Share Issue to meet the criteria for "Relevant Issue" for settlement with consideration shares (as described above) in recent M&A transactions, (ii) to increase the flexibility of the timing of the share issue to minimize dependency on market conditions as a rights issue would take significantly longer to complete and entail a higher exposure to market risks (including the risk for a potentially adverse effect on the share price and possible subscription price or ability to complete a capital raise) and thus allow the Company to pursue a funding window when identified during the ongoing macro-economic uncertainty, (iii) that the Share Issue, in relation to the Company's market capitalization, is limited in size, which entails that a rights issue process is disproportionately burdensome to carry out, since it would result in time-consuming processes for the Company, (iv) to carry out a directed share issue can be made at lower costs and with less complexity and more flexibility than a rights issue, (v) it may not be possible to obtain underwriting commitments for a rights issue on terms that are as favorable for the Company as the Underwriting offered by RV for the Share Issue, and (vi) to strengthen the Company's shareholder base with new Swedish and international institutional investors in order to enhance the liquidity of the Company's share. Considering the above, the Board of Directors overall assessment is that a directed share issue with deviation from the shareholders' preferential right is the most favorable alternative for the Company and is in the best interest of the Company and its shareholders.

Since the subscription price in the Share Issue will be determined through the Bookbuild procedure, the Board of Directors assesses that the subscription price will reflect current market conditions and demand.

Advisors

The Company has engaged Pareto Securities AS to advise on and effect the Share Issue and the Bookbuilding. Advokatfirmaet BAHR AS and Gernandt & Danielsson Advokatbyrå KB have acted as legal counsel for the Company.

This information is such information that Done.ai Group AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at 09.00 CEST on May 5, 2025.

For further information please contact:

Staffan Herbst, CEO and CFO

Tel: +46 10 490 07 00, ir@done.ai

Certified Adviser

The Certified Adviser to Done.ai on Nasdaq First North Growth Market is Partner Fondkommission.

Address: Lilla Nygatan 2, 411 09 Gothenburg
Telephone: +46 (0)31-761 22 30
Website: partnerfk.com

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from the Company nor from someone else.

This press release does not constitute a recommendation concerning any investor's decision regarding the Share Issue. The information contained in the press release is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness. This press release does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company or the new shares. Each investor or potential investor should conduct his, her or its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities referred to herein have not been registered under the Securities Act and there is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, the United Kingdom, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of 14 June 2017 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or other securities in any member state of the EEA. In any EEA Member State, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of the Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018), who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.