Done.ai Group AB, 559120-8870, holds an extraordinary general meeting on 10 July 2025 at 15:00 CEST at Gernandt & Danielsson Advokatbyrå, Hamngatan 2 in Stockholm. The entrance opens and the registration starts at 14:30 CEST.

The board of directors has decided, pursuant to Chapter 7, Section 4 a of the Swedish Companies Act and the company's articles of association, that shareholders shall have the right to exercise their voting rights by postal voting. Consequently, shareholders may choose to exercise their voting rights at the extraordinary general meeting by attending in person, through a proxy or by postal voting.

Vote at the extraordinary general meeting

Those who wish to exercise their voting rights at the extraordinary general meeting shall:

• be entered as a shareholder in the share register kept by Euroclear Sweden AB on 2 July 2025 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder's own name for voting purposes in such time that the registration is completed by 4 July 2025; and
• give notice of attendance at the extraordinary general meeting to the company in accordance with the instructions set out in the section "Notice of attendance for participating in person or through a proxy" or submit a postal vote in accordance with the instructions set out under the heading "Instructions for voting by post" in such time that the company receives the notice of attendance or postal vote by 4 July 2025, at the latest.

Notice of attendance for participating in person or through a proxy

Those who wish to participate at the extraordinary general meeting in person or through a proxy shall give notice of attendance to the company no later than 4 July 2025 in writing to Gernandt & Danielsson, Attn: Julia Hjortshagen, P.O. Box 5747, SE-114 87 Stockholm, Sweden (kindly mark the envelope "Done.ai Group AB EGM"), or via e-mail to julia.hjortshagen@gda.se.

The notice of attendance shall state name, date of birth or corporate identification number, address, telephone number and, where relevant, the number of accompanying advisors (not more than two).

Those who do not wish to attend the extraordinary general meeting in person or exercise their voting rights by postal voting may exercise their voting rights at the extraordinary general meeting through a proxy in possession of a written, signed and dated proxy form. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration or a corresponding document of authority for the legal entity.

To facilitate the registration at the extraordinary general meeting, proxy forms, certificates of registration and other documents of authority should be submitted in writing to Gernandt & Danielsson, Attn: Julia Hjortshagen, P.O. Box 5747, SE-114 87 Stockholm, Sweden (kindly mark the envelope "Done.ai Group AB EGM"), or via e-mail to julia.hjortshagen@gda.se in good time prior to the extraordinary general meeting and preferably no later than 4 July 2025.

Please note that notice of attendance must be given even if a shareholder wishes to exercise its rights at the extraordinary general meeting through a proxy. A submitted proxy form does not count as a notice of attendance.

A proxy form is available on the company's website, www.done.ai

Instructions for voting by post

Those who wish to exercise their right to vote at the extraordinary general meeting by submitting a postal vote shall use the postal voting form and follow the instructions that are available on the company's website, www.done.ai. The postal voting form must be submitted in such time that the company receives the postal vote no later than 4 July 2025. The completed and signed form shall be sent in writing to Gernandt & Danielsson, Attn: Julia Hjortshagen, P.O. Box 5747, SE-114 87 Stockholm, Sweden (kindly mark the envelope "Done.ai Group AB EGM"), or via e-mail to julia.hjortshagen@gda.se.

If a postal vote is submitted by proxy, a power of attorney and other authorisation documents must be enclosed with the postal voting form. If the proxy is issued by a legal entity, a certificate of incorporation or other authorisation document shall be enclosed with the voting form. A proxy form is available at the company's website, www.done.ai.

Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating at the extraordinary general meeting in person or through a proxy must give notice thereof to the general meeting's secretariat prior to the opening of the extraordinary general meeting.

Proposed agenda

1. Opening of the meeting and election of chairman of the meeting

2. Preparation and approval of the voting list

3. Approval of the agenda

4. Election of one or two persons to certify the minutes

5. Determination of whether the meeting has been properly convened

6. Resolution on the approval of the acquisition of 100 per cent of the shares in Debet AS

7. Resolution on the approval of the acquisition of 65 per cent of the shares in Fullstakk Marketing AS

8. Resolution on a directed issue of shares with payment by way of set-off against vendor notes in accordance with M&A agreements

9. Resolution on an authorization for the board to issue shares, convertibles and/or warrants

10. Closing of the meeting

Proposed resolutions

Item 6: Resolution on the approval of the acquisition of 100 per cent of the shares in Debet AS

The board of directors of the company proposes that the extraordinary general meeting resolves to approve the acquisition of all shares in Debet AS ("Debet") from the company's main shareholder, R-Venture AS (the "Seller") (the "Debet Transaction"), in accordance with a purchase agreement entered into on 19 June 2025 (the "Debet Purchase Agreement"), including a reinvestment agreement and vendor note.

Debet currently serves approximately 4,700 paying customers and has over 45,000 registered users. In 2024 alone, Debet added around 4,000 new users. The purpose of the Debet Transaction is to integrate the Debet platform directly into the company's API and gain directly access to a broad and active SME user base in Norway. The company plays a critical role in Done.ai's fintech distribution strategy and cross-selling of services within accounting, payroll, and other Done.ai modules. Following completion of the Debet Transaction, the board intends that the company will make invoicing tools available for free, accelerating customer acquisition and upselling of higher-margin fintech and SaaS services. These services include embedded financial solutions such as deferred payments, treasury automation, factoring, and SME banking, as well as a full suite of business modules covering CRM, accounting, HRM, marketing, and MRP.

The reason for submitting the Debet Transaction for approval by the general meeting is that this is a requirement under the Swedish Securities Council's ruling AMN 2019:25 due to the Seller, through its 68.9 per cent shareholding in the company, being a closely related party to the company under the ruling.

The board of directors makes the following statement pursuant to AMN 2019:25. The consideration for the shares in Debet is NOK 18,000,000, of which 50 per cent is paid in cash and 50 per cent by issue of a vendor note. The vendor note may be converted into shares in the company until 30 November 2025 upon the company's written notice. The conversion price per share shall be the higher of SEK 16 and the five (5) day volume-weighted average share price on Nasdaq First North Growth Market, calculated from (and including) the day the notice was given and the four preceding trading days.

Should the vendor note not be converted to shares by 30 November 2025, the Seller may by giving the company a written notice, demand that the vendor note is converted to shares. Upon receiving such notice, the company can choose to settle the vendor note by a cash payment or by way of issuance of shares at a subscription price equal to the five (5) day volume-weighted average share price on Nasdaq First North Growth Market calculated from (and including) the day the notice was given and the four following trading days.

As the Debet Transaction constitutes a related party transaction pursuant to AMN 2019:25, the board has considered that the Debet Transaction is subject to heightened scrutiny to ensure that it is carried out on arm's length terms and is in the best interest of the company and its shareholders.

The valuation of Debet was based on valuation multiples aligned with the company's recent transactions and current market benchmarks, and was assessed with reference to relevant size, profitability, and growth characteristics. The transaction was conducted at arm's length, following a structured process with governance safeguards in place, including the recusal of any board members with potential conflicts of interest. This ensures fairness and alignment with shareholder interests, even in cases involving related party transactions.

As part of its assessment, the board reviewed the fairness of the proposed terms, the impact on corporate governance, and any potential conflicts of interest. The board had thoroughly assessed the purchase price and other significant elements of the Debet Transaction. The board noted that the purchase price and terms was negotiated on an arm's length basis and that the valuation of Debet was based on the same principles as similar acquisitions made by the company in 2025. Based on a thorough review of comparable transactions carried out both by the company and other entities, and current market data, the board unanimously concluded that the terms in the Debet Transaction are at fair market terms.

Having reviewed all relevant aspects of the Debet Transaction, the board determined that both the execution and performance of the transaction are in the best interest of the company. In particular, the board concluded that the agreed price and terms are fair, balanced, and reflective of standard market conditions.

Item 7: Resolution on the approval of the acquisition of 65 per cent of the shares in Fullstakk Marketing AS

The board of directors of the company proposes that the extraordinary general meeting resolves to approve the acquisition of around 65 per cent of the shares in Fullstakk Marketing AS ("Fullstakk") from the company's main shareholder, R-Venture AS (the "Seller") (the "Fullstakk Transaction"), in accordance with a purchase agreement entered into on 19 June 2025 (the "Fullstakk Purchase Agreement"), including a reinvestment agreement and vendor note. The founders and key employees of Fullstakk will retain a 35 per cent ownership in the company.

The board noted that the Fullstakk Transaction will significantly enhance the company's offering in marketing tech, complementing its earlier acquisition of WeAssist AS and strengthening its CRM and customer engagement strategy.

The reason for submitting the Fullstakk Transaction for approval by the general meeting is that this is a requirement under the Swedish Securities Council's ruling AMN 2019:25 due to the Seller, through its 68.9 per cent shareholding in the company, being a closely related party to the company under the ruling.

The board of directors makes the following statement pursuant to AMN 2019:25. The consideration for the shares in Fullstakk is NOK 32,500,000, of which 50 per cent is paid in cash and 50 per cent by issue of a vendor note. The vendor note may be converted into shares in the company until 30 November 2025 upon the company's written notice. The conversion price per share shall be the higher of SEK 16 and the five (5) day volume-weighted average share price on Nasdaq First North Growth Market, calculated from (and including) the day the notice was given and the four preceding trading days.

Should the vendor note not be converted to shares by 30 November 2025, the Seller may by giving the company a written notice, demand that the vendor note is converted to shares. Upon receiving such notice, the company can choose to settle the vendor note by a cash payment or by way of issuance of shares at a subscription price equal to the five (5) day volume-weighted average share price on Nasdaq First North Growth Market calculated from (and including) the day the notice was given and the four following trading days.

As the Fullstakk Transaction constitutes a related party transaction pursuant to AMN 2019:25, the board has considered that the Fullstakk Transaction is subject to heightened scrutiny to ensure that it is carried out on arm's length terms and is in the best interest of the company and its shareholders.

The valuation of Fullstakk was based on valuation multiples aligned with the company's recent transactions and current market benchmarks, and was assessed with reference to relevant size, profitability, and growth characteristics. The transaction was conducted at arm's length, following a structured process with governance safeguards in place, including the recusal of any board members with potential conflicts of interest. This ensures fairness and alignment with shareholder interests, even in cases involving related party transactions.

As part of its assessment, the board reviewed the fairness of the proposed terms, the impact on corporate governance, and any potential conflicts of interest. The board had thoroughly assessed the purchase price and other significant elements of the Fullstakk Transaction. The board noted that the purchase price and terms was negotiated on an arm's length basis and that the valuation of Fullstakk was based on the same principles as similar acquisitions made by the company in 2025. Based on a thorough review of comparable transactions carried out both by the company and other entities, and current market data, the board unanimously concluded that the terms in the Fullstakk Transaction are at fair market terms.

Having reviewed all relevant aspects of the Fullstakk Transaction, the board determined that both the execution and performance of the transaction are in the best interest of the company. In particular, the board concluded that the agreed price and terms are fair, balanced, and reflective of standard market conditions.

The company's chair, Ståle Risa, has not participated in the discussions and decisions pertaining to the proposal due to his position as a chair of the board in Fullstakk.

Item 8: Resolution on a directed issue of shares with payment by way of set-off against vendor notes in accordance with M&A agreements

The board proposes that the extraordinary general meeting resolves on a directed issue of shares on the following terms and conditions.

Background

The company has previously entered into share purchase agreements regarding Frisikt AS, Done.ai AS, BPS Consulting AS, Huddlestock Technologies AB, Huddelstock Investor Services AS, Huddlestock AB, WeAssist AS and EBFS Ventures AS (the "M&A Agreements") under which the considerations have been partly paid with vendor notes to the sellers in the transactions.

On 27 May 2025, the company completed a share issue which qualified as a "Relevant Issue" under the M&A Agreements, thereby triggering obligations for the sellers to reinvest their claims under the vendor notes in new shares in the company at the same subscription price as in the Relevant Issue, i.e., SEK 14 per share.

The company has outstanding vendor notes related to the M&A Agreements amounting to around NOK 129 million. Based on the exchange rate for NOK/SEK of 0.94015 published by the Riksbank (Sweden's central bank) on 18 June 2025, payment for new shares by way of set-off against the vendor notes would entitle to subscription for 8,667,502 shares in the company. To provide head room for any fluctuations in the exchange rate between NOK and SEK until payment for the shares in the directed share issue proposed under this item 8 (i.e. by way of set-off of against the vendor notes), the maximum number of shares proposed to be issued has been set at 11,000,000.

Amount by which the share capital is to be increased

The share capital shall be increased by a maximum of SEK 1,100,000.

Number of shares to be issued

A maximum of 11 000 000 shares shall be issued.

Subscription price

The subscription price shall be SEK 14 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 M&A Agreements through a negotiation between the buyer and the seller on an arms' length basis. The subscription price corresponds to the subscription price of the directed share issue which the company carried out on 27 May 2025 and which constituted a "Relevant Issue" pursuant to the M&A Agreements. The subscription price in the Relevant Issue was determined through an accelerated bookbuilding process administrated by Pareto Securities.

Subscription right

The right to subscribe for the shares shall, with deviation from the shareholders' preferential rights, be granted to the persons who hold vendor notes pursuant to the M&A Agreements.

Reason for deviating from the shareholders' preferential rights

The reason for deviating from the shareholders' preferential rights is that the persons entitled to subscribe for the new shares have an obligation to reinvest their claims under vendor notes held by them in new shares in the company pursuant to the M&A Agreements.

Subscription period

The shares must be subscribed for no later than 15 July 2025 on a separate subscription list.

Payment

Subscribed shares shall be paid by way of set-off against vendor notes at subscription.

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.

Authorisation

The board of directors, or any person appointed by the board of directors, is authorized to make such minor changes to the resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

Item 9: Resolution on an authorization for the board to issue shares, convertibles and/or warrants

The board proposes that the extraordinary general meeting resolves to authorize the board of directors, during the period up until the next annual general meeting, to, on one or more occasions, resolve to issue shares, convertibles and/or warrants, with or without preferential rights for the shareholders, to be paid in cash, in kind and/or by way of set-off.

The maximum number of shares that can be issued based on the authorization (including, for the avoidance of doubt, through exercise of warrants or conversion of convertibles) may not exceed fifteen (15) per cent of the total number of shares in the company at the time when the authorization is exercised the first time.

Effective upon its registration with the Swedish Companies Registration Office (Sw. Bolagsverket), the authorization will supersede the existing authorization granted to the board to resolve on share issues at the annual general meeting of 10 April 2025, which was registered with the Swedish Companies Registration Office on 15 April 2025.

If the board resolves to deviate from the shareholders' preferential rights, the reasons for deviation shall be to raise new capital to increase the flexibility and the possibility to advance the development of the company's business, to diversify the shareholder base or to use the shares, convertibles and/or warrants or the issue proceeds as consideration (including earn-out) for, or as financing of, acquisitions of companies or businesses.

The board or a person appointed by the board shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.

Special majority rules

A resolution in accordance with items 6 and 7 is valid only if supported by shareholders representing more than half of the votes cast at the meeting, whereby shares and votes directly or indirectly held or controlled by R-Venture AS or by persons controlling R-Venture AS, shall not be taken into account. The 50,769,846 shares in the company owned by R-Venture AS shall therefore not be taken into account to determine whether the majority requirement is met.

A resolution in accordance with items 8 and 9 is valid only if it is supported by shareholders holding not less than two-thirds (2/3) of the votes cast as well as the shares represented at the meeting.

Number of shares and votes

As of the date of this notice, the total number of shares and votes in the company amounts to 73,677,057. The company holds no own shares in treasury.

Shareholders' right to request information

The board of directors and the CEO shall, if a shareholder so requests and the board of directors believes that it can be done without material harm to the company, at the extraordinary general meeting provide information on any circumstances that may affect the assessment of a matter on the agenda.

Available documents

Documents that shall be made available prior to the general meeting pursuant to the Swedish Companies Act will be made available at the company premises, Birger Jarlsgatan 2, Stockholm, Sweden and at the company's website, www.done.ai, at least two weeks prior to the extraordinary general meeting. The documents will also be sent to shareholders who request it and inform the company of their address. Such request can be sent to Gernandt & Danielsson, Attn: Julia Hjortshagen, P.O. Box 5747, SE-114 87 Stockholm, Sweden (kindly mark the envelope "Done.ai Group AB EGM").

Processing of personal data

For information about the processing of personal data in connection with the extraordinary general meeting, see the privacy notice on Euroclear Sweden AB's website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

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Stockholm in June 2025

Done.ai Group AB

The board of directors