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At the extraordinary general meeting of Done.ai Group AB, held today on 10 July 2025, it was resolved to approve the acquisitions of 100 per cent of the shares in Debet as well as 65 per cent of the shares in Fullstakk Marketing, a directed issue of shares with payment by way of set‑off against vendor notes in accordance with M&A agreements and an authorization for the board to issue shares, convertibles and/or warrants.
The general meeting resolved to approve two transactions in which Done.ai acquires 100 per cent of the shares in Debet AS and 65 per cent of the shares in Fullstakk Marketing AS from the company’s largest shareholder, R–Venture AS, for a purchase price of NOK 18 million and NOK 32.5 million, respectively.
The acquisitions are expected to close on 11 July 2025.
For more information regarding the acquisitions, please refer to the company’s press release on 19 June 2025, which is available on www.done.ai.
The general meeting resolved on a directed issue of shares with payment by way of set-off against vendor notes in accordance with the board of directors’ proposal. The resolution means that vendor notes of NOK 129 million will be set-off against 8,700,533 new shares in Done.ai (based on a subscription price of SEK 14 per share and an exchange rate for NOK/SEK of 0.94374).
Following the registration of the share issue with the Swedish Companies Registration Office, the total number of shares and votes in Done.ai will be 82,377,590 and the share capital will be SEK 8,237,759.
As previously communicated, the reason for the directed share issue and the deviation from the shareholders’ preferential right is to settle the vendor notes and effectuate the sellers’ reinvestments in Done.ai in accordance with the share purchase agreements regarding the acquisitions of Frisikt AS, Done.ai AS, BPS Consulting AS, Huddlestock Technologies AB, Huddlestock Investor Services AS, Huddlestock AB, WeAssist AS and EBFS Ventures AS (the “M&A Agreements”).
The subscription price of SEK 14 per share was agreed in the M&A Agreements through a negotiation on an arm’s length basis and corresponds to the subscription price of the directed cash issue carried out by the company through an accelerated bookbuilding process on 27 May 2025.
The general meeting resolved to authorize the board of directors to resolve on issues of shares, convertibles, and/or warrants on one or several occasions during the period until the next annual general meeting. The number of shares that can be issued based on the authorization (including through exercise of warrants or conversion of convertibles) must not exceed fifteen (15) per cent of the total number of shares in the company when the authorization is exercised the first time.
The authorization replaces the existing authorization granted to the board of directors at the annual general meeting on 10 April 2025.
Resolutions at the extraordinary general meeting in Done.ai Group AB:
Beslut vid extra bolagsstämma i Done.ai Group AB:
For further details regarding the resolutions set out above, refer to the notice and the annual report available at the Company’s website, www.done.ai/investor-relations.
Staffan Herbst, CEO
Tel: +46 10 490 07 00,
ir@done.ai
English:
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.
Swedish:
Done.ai Group AB,
559120-8870, håller extra bolagsstämma den 10
juli 2025 kl. 15.00 på Gernandt & Danielsson
Advokatbyrå, Hamngatan 2 i Stockholm. Inpassering
och registrering börjar kl. 14.30.
Notice of extra general meeting in Done.ai Group AB:
Kallelse till extra bolagsstämma i Done.ai Group AB:
Styrelsens redogörelse enligt 13 kap. 7 § aktiebolagslagen / The board of directors’ statement pursuant to Chapter 13, Section 7 of the Swedish Companies Act:
Styrelsens redogörelse enligt 13 kap. 6 § p. 3 aktiebolagslagen / The board of directors’ report pursuant to Chapter 13, Section 6, item 3 of the Swedish Companies Act:
Revisorns yttrande enligt 13 kap. 6§ aktiebolagslagen (2005:551) över styrelsens redogörelse för väsentliga händelser för perioden 2025-03-18–2025-06-19:
Revisorsyttrande enligt 13 kap. 8 § aktiebolagslagen (2005:551) över styrelsens redogörelse för kvittning:
The annual general meeting (the “AGM”) of Done.ai Group AB (pending name change from 24SevenOffice Group AB) (“Done.ai” or the “Company”) was held today on 10 April 2025 and the following resolutions were passed by the meeting.
The AGM resolved to adopt the income statement and the balance sheet in Done.ai and the consolidated income statement and the consolidated balance sheet.
The AGM resolved on a cash dividend to the shareholders of SEK 16.65 per share, corresponding to a total amount of SEK 1,131,580,153.80. The record date for the dividend is on 14 April 2025 and the dividend is expected to be paid through the agency of Euroclear Sweden AB on 17 April 2025.
The board of directors and the CEO were discharged from liability for the financial year 2024.
The AGM resolved, in accordance with the nomination committee’s proposal, that the board of directors shall consist of three directors. The AGM further resolved that the number of auditors shall be one registered audit firm.
It was further resolved, in accordance with the nomination committee’s proposal, that the remuneration is to be SEK 210,000 in total (SEK 130,000 previous year), and shall be paid with SEK 70,000 for each of non-employed director and SEK 70,000 to the chair of the board of directors provided that the chair is not an employee.
Remuneration to the auditor shall be paid in accordance with approved invoice.
The AGM resolved, in accordance with the nomination committee’s proposal, to re-elect the directors Ståle Risa, Karin Lindberg and Linda Sannesmoen. Ståle Risa was re-elected as chair of the board. Staffan Herbst had declined re-election.
It was further resolved to re-elect the registered audit firm RSM Stockholm AB as auditor up until the end of the next annual general meeting. RSM Stockholm AB has announced that the authorized auditor Anneli Richardson remains as main responsible auditor.
It was resolved, in accordance with the nomination committee’s proposal and in accordance with the current principles for the nomination committee, to re-elect Stian Rustad, appointed by ICT Group AS, Hans Arne Flåto, appointed by R-Venture AS, and Snorre Realfsen, appointed by Ebiz AS, as members of the nomination committee.
The AGM resolved, in accordance with the board of directors’ proposal, to change the Company’s name from 24SevenOffice Group AB to Done.ai Group AB.
The AGM resolved, in accordance with the board of directors’ proposal, 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 the right to convert and subscribe for shares, respectively, with or without preferential rights for the shareholders, in the amount not exceeding ten (10) percent of the total number of shares in the Company at the time when the authorization is used the first time, to be paid in cash, in kind and/or by way of set-off.
The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to raise new capital to increase flexibility of the Company and possibility to advance the development of the Company’s business or in connection with acquisitions and to diversify the shareholder base.
Issuances of new shares, convertibles or warrants under the authorization shall be made on customary terms and conditions based on current market conditions. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value.
At the extra general meeting on 10 June 2024, it was resolved to implement an incentive program through issuance of a maximum of 1,750,000 warrants of series 2024/2028, which may result in a maximum increase of the Company’s share capital of SEK 175,000, to senior executives and employees within the Company and the company group with tax residence in Sweden and Norway and to the Company, with subsequent transfer to senior executives and employees within the Company and the company group (“Incentive Program 2024/2028”). In total, 1,745,300 warrants of series 2024/2028 have been subscribed for and are today held by the Company.
Following the Company’s sale of certain subsidiaries and assets from Abacus Bidco Oy, the Company’s management has been restructured, as a result of which all outstanding warrants of series 2024/2028 have been repurchased and are now held by the Company. As a result of the sale, the Company is in a recruiting process and the board of directors therefore intends, as a part of the recruiting process, to transfer these warrants to the new senior executives and employees within the Company and the Company group with tax residence in Sweden and Norway, on the same terms as previous participants in Incentive Program 2024/2028.
The AGM resolved, in view of the above and in accordance with the board of directors’ proposal, to extend the period for notification to acquire warrants of series 2024/2028 from no later than 31 August 2024 to no later than 31 December 2025, and to extend the last date for transfer of warrants from the Company to senior executives and employees from no later than 31 October 2024 to no later than 31 December 2025.
Announcement AGM 2025:
Kommuniké AGM 2025:
For further details regarding the resolutions set out above, refer to the notice and the annual report available at the Company’s website, www.done.ai/investor-relations.
Ståle Risa, Chairman
Tel: +47 247 00 000,
str@24sevenoffice.com
English:
The shareholders of
24SevenOffice Group AB, reg. no. 559120-8870 (the
“Company”) are hereby invited to the annual
general meeting on Thursday, April 10, 2025, at 15:00
CET at Baker McKenzie Advokatbyrå’s premises
at Vasagatan 7 in Stockholm.
Swedish:
Aktieägarna i
24SevenOffice Group AB, org.nr 559120-8870,
(“Bolaget”) kallas härmed till
årsstämma torsdagen den 10 april 2025 kl.
15:00 hos Baker McKenzie Advokatbyrå på
Vasagatan 7 i Stockholm.
Notice of annual general meeting in 24SevenOffice Group AB:
Kallelse till årsstämma i 24SevenOffice Group AB:
Nomination Committee’s proposal / Valberedningens förslag:
Board’s proposal for amendments to the Articles of Association / Styrelsens förslag till beslut om ändring av bolagsordningen:
Board’s proposal for authorization / Styrelsens förslag om bemyndigande:
Board’s proposal for changes to the incentive program / Styrelsens förslag till ändring av incitamentsprogrammet:
Today on 9 January 2025 the extra general meeting of 24SevenOffice Group AB (“24SevenOffice” or the “Company”) was held and the following resolutions were passed by the meeting.
The extra general meeting resolved, in accordance with the board of directors’ proposal, on a dividend to the shareholders of SEK 6.85 per share, corresponding to a total amount of SEK 465,544,988.20, payable in cash. The board of directors were authorized to determine the record date for the dividend, which may not occur later than the day prior to the next annual general meeting. The dividend is expected to be paid through the agency of Euroclear Sweden AB approximately three business days after the record date for the dividend.
According to the Company’s latest approved balance sheet, the Company had SEK 491,251,814 in unrestricted equity. No value transfer has been resolved since the annual accounts were delivered. The available amount according to Chapter 17 § 3 first paragraph of the Swedish Companies Act thus amounts to SEK 491,251,814. The board of directors therefore assesses that the proposed dividend falls within the available capital.
For detailed terms regarding the resolution set out above, please refer to the notice and the complete proposal which are available at the Company’s website, www.done.ai/investor-relations.
Ståle Risa, Chairman
Tel: +47 247 00 000,
str@24sevenoffice.com
English:
The shareholders of
24SevenOffice Group AB, reg. no. 559120-8870, (the
“Company”) are hereby invited to the extra
general meeting on Thursday 9 January 2025 at 10:00 CET
at Baker McKenzie Advokatbyrå’s premises at
Vasagatan 7 in Stockholm.
Swedish:
Aktieägarna i
24SevenOffice Group AB, org.nr 559120-8870,
(“Bolaget”) kallas härmed till extra
bolagsstämma torsdagen den 9 januari 2025 kl. 10:00
hos Baker McKenzie Advokatbyrå på Vasagatan
7 i Stockholm.
Notice of extra general meeting in 24SevenOffice Group AB:
Kallelse till extra bolagsstämma i 24SevenOffice Group AB:
Articles of association:
Prospectus:
Company description:
Information regarding incentive program:
The Articles of Association for Done.ai Group AB (publ) govern the company’s organization and operations.
The Incentive Program 2024/2028 for senior management and key employees was adopted by an extraordinary general meeting on 10 June 2024 and subsequently amended by the annual general meeting on 10 April 2025. The application period for acquisition of warrants was extended up to and including 31 December 2025.
On 30 December 2025, the Board of Directors resolved to allocate a total of 556,745 warrants out of a maximum of 1,745,300 warrants under the program. All 556,745 warrants were subsequently subscribed for by senior executives and key employees within the Group.
The Company’s CEO and CFO were allocated and subscribed for 199,387 and 122,699 warrants respectively.
Each warrant entitles the holder to subscribe for 3.2621 new shares in the Company during 1 January 2028 to 31 January 2028 at a subscription price of SEK 4.6 per share. Exercised warrant shares are subject to lock-up until 1 June 2028 and customary repurchase protections.
Maximum dilution upon full exercise corresponds to approximately 2.1% of the total number of shares and votes in the Company (based on the current number of outstanding shares), representing 1,816,168 new shares. The Company will not receive any proceeds from the allocation of warrants.
The purpose of the incentive program is to strengthen alignment between the interests of employees and shareholders, promote long-term value creation, and support the Company’s ability to attract and retain key personnel.
The Company shall have a nomination committee with the task of preparing and proposing decisions to the annual, and as applicable extra, shareholders’ meetings on electoral and remuneration issues and, where applicable, procedural issues for the appointment of the subsequent nomination committee. The nomination committee is to propose:
The nomination committee shall in its assessment of the evaluation of the board and in its proposal in particular take into consideration the requirement of diversity and breadth on the board and strive for equal gender distribution.
Regardless of how they have been appointed, the members of the nomination committee are to promote the interests of all shareholders of the Company.
The nomination committee shall consist of three members, of whom all shall be representatives of the Company’s largest shareholders.
The annual general meeting shall appoint the members of the following year’s nomination committee, for the time until the end of the following annual general meeting.
Unless otherwise agreed between the members, the chairman of the nomination committee shall be nominated by the largest shareholder by voting power.
If a member of the nomination committee resigns before the nomination committee has completed its assignment the nomination committee can, if it considers it appropriate, offer the shareholder who appointed such a member to appoint a replacement member.
If a member’s connection to the shareholder he or she represents ceases, for example through termination of employment, the same shareholder shall have the right to appoint a new member to replace the former member who no longer represents the shareholder. This shall be done by sending a notification from the shareholder to the chairman of the nomination committee (or, if the chairman resigns, to another member of the nomination committee) stating the member being replaced and the new member.
If a member leaves the nomination committee during the year, or if a new member is appointed, the nomination committee shall ensure that such information, including the corresponding information about the new nomination committee member, is published on the website.
A change in the composition of the nomination committee shall be published immediately.
Shareholders shall be entitled to propose board members for consideration by the nomination committee. The nomination committee shall provide the Company with information on how shareholders may submit recommendations to the nomination committee. Such information will be announced on the Company’s website.
The chairman of the board of directors shall keep the nomination committee informed about the work of the board of directors, the need for particular qualifications and competences, etc., which may be of importance for the work of the nomination committee.
When preparing its proposals, the nomination committee shall take into account that the board of directors is to have a composition appropriate to the Company’s operations, phase of development and other relevant circumstances. The directors shall collectively exhibit diversity and breadth of qualifications, experience and background. The nomination committee shall further strive for equal gender distribution.
The nomination committee shall provide the Company with its proposals for board members in such time that the Company can present the proposals in the notice of the shareholders’ meeting where an election is to take place.
When the notice of the shareholders’ meeting is issued, the nomination committee shall issue a statement on the Company’s website explaining its proposals regarding the composition of the board of directors. The nomination committee shall in particular explain its proposal against the background of the requirement to strive for an equal gender distribution. The statement is also to include an account of how the nomination committee has conducted its work. In case a resigning managing director is nominated for the position of chairman of the board of directors, the nomination committee shall specifically explain the reasons for such proposal.
The nomination committee shall ensure that the following information on candidates nominated for election or re-election to the board of directors is posted on the Company’s website at the latest when the notice to the shareholders’ meeting is issued:
All members of the nomination committee, where possible, and as a minimum one of the members, shall be present at the annual general meeting.
The nomination committee shall at the annual general meeting, or other shareholders’ meetings where an election is to be held, give an account of how it has conducted its work and explain its proposals against the background of what is provided about the composition of the board. The nomination committee shall in particular explain its proposal against the background of the requirement to strive for an equal gender distribution.
No fee shall be payable by the Company to any member of the nomination committee.
The Company shall bear all reasonable costs associated with the work of the nomination committee. Where necessary, the nomination committee may engage external consultants to assist in finding candidates with the relevant experience, and the Company shall bear the costs for such consultants. The Company shall also provide the nomination committee with the human resources needed to support the nomination committee’s work.
A member of the nomination committee may not unduly reveal to anyone what he/she has learned during the discharge of his/her assignment as a nomination committee member. The duty of confidentiality applies to oral as well as written information and applies also after the assignment has terminated.
A nomination committee member shall store all confidential materials that he/she receives by reason of the nomination committee assignment in a manner so that the materials are not accessible to third parties. After the assignment has terminated, a nomination committee member shall hand over to the chairman of the board all confidential materials that the nomination committee member has received in his/her capacity as nomination committee member and still has in his/her possession, including any copies of the materials, to the extent reasonably possible taking into account inter alia technical aspects.
The chairman of the nomination committee may make public statements about the work of the nomination committee. No other nomination committee member may make statements to the press or otherwise make public statements regarding the Company and the Company group unless the chairman of the board has given permission thereto.
Company Description for 24SevenOffice Group AB - Relisting to NASDAQ First Growth Market in 2024
The Prospectus for 24SevenOffice Scandinavia AB - Listing on AktieTorget in 2017
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
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