BuddyPro Group AB (publ) receives SEK 8.8 million in conditional shareholder contributions from the Chairman, a company related to the CEO, and the Director of Finance

BuddyPro Group AB (publ) (the "Company") announces that the Board of Directors has resolved to accept conditional shareholder contributions in an aggregate amount of SEK 8,800,000 from the Chairman of the Board, Jochen Thewes, from Techcellerator Nordic AB — a company controlled by the CEO and director Tahero Nori — and from the Director of Finance, Mohammad Algammal. The contributions strengthen the Company’s equity and liquidity without any shares being issued and without dilution for other shareholders.

PRESS RELEASE

Stockholm, 20 August 2026, 22:00 CEST

The contributions are made as conditional shareholder contributions (villkorade aktieägartillskott) and are recognised directly in unrestricted equity in the parent company in accordance with K3 (BFNAR 2012:1). They are not loans, do not bear interest and have no maturity date. Repayment may be made only if and to the extent that the Company has unrestricted equity available for distribution according to an adopted balance sheet, only following a resolution of the general meeting, and within the limits of Chapter 17, Section 3 of the Swedish Companies Act. The contributors’ claims are subordinated to all creditors.

The undertakings are irrevocable and are not conditional upon any resolution of a general meeting. The contributions are to be paid in cash into the Company. The contributions from Jochen Thewes and Mohammad Algammal are to be paid in no later than 27 August 2026, and the contribution from Techcellerator Nordic AB no later than 30 September 2026.

Repayment preference

Under the underlying agreement, the contributors are entitled to repayment corresponding to 1.5 times the contribution amount, that is, SEK 13,200,000 in aggregate, ahead of any payment to the ordinary shareholders.

The trigger events for such repayment are (i) a qualified financing as defined for the purposes of the Terms for Convertible Notes 2025/2027, (ii) a transfer of more than 50 per cent of the shares in the Company or of all or substantially all of the Company’s assets, (iii) liquidation of the Company, and (iv) a dividend to the ordinary shareholders.

On each such event the Company shall apply up to 33 per cent of net proceeds to repayment of the contributors, allocated in proportion to their then outstanding amounts. Any unpaid balance is carried forward without time limit to the next trigger event until the repayment preference has been satisfied in full or the conversion right has been exercised. The claim is subordinated to all creditors and to the holders of the 2025/2027 convertibles in respect of those notes’ principal.

Contemplated compensation — requires a general meeting resolution

The underlying agreement contemplates that the Company convene an extraordinary general meeting to consider a compensation mechanism comprising (i) a conversion right and (ii) an issue of warrants, as follows.

The conversion right entitles the contributors, in lieu of cash repayment, to convert the nominal contribution amount of SEK 8,800,000 in aggregate into B-shares in the Company at the fixed price of SEK 0.579 per share, corresponding to a maximum of 15,198,618 shares. It is thus the nominal contribution amount of SEK 8,800,000, and not the preferred repayment amount of SEK 13,200,000, that may be converted. Conversion constitutes full and final satisfaction of the repayment preference and cannot be combined with cash repayment.

The warrants amount to 6,600,000 in aggregate, with a subscription price of SEK 0.579 per B-share and a term of five years from registration with the Swedish Companies Registration Office.

As the recipients are a director, the chief executive officer and closely related parties, such resolutions require the support of shareholders representing at least nine-tenths of both the votes cast and the shares represented at the meeting under Chapter 16 of the Swedish Companies Act. No such resolution has been adopted and no shares or warrants have been issued. Should the Board resolve to convene an extraordinary general meeting, the notice will be announced by separate press release.

Should the general meeting not adopt such resolutions, the parties shall instead implement one of the following three alternative forms of compensation under the agreement. The choice is made by the contributors.

Alternative 1. The repayment preference is increased from 1.5 to 2.0 times the contribution amount, corresponding to SEK 17,600,000 in aggregate, and the share of net proceeds to be applied on each trigger event is increased from 33 to 50 per cent. No shares or warrants are issued.

Alternative 2. The conversion right is retained, but at the subscription price established in the qualified financing rather than at the fixed price of SEK 0.579. The shares would then be issued by resolution of the same general meeting that approves the lead investor’s subscription, and the resolution would still require a nine-tenths majority under Chapter 16 of the Swedish Companies Act. The alternative is further conditional upon confirmation from the Swedish Securities Council. As the number of shares would then be determined by the subscription price in the future financing rather than by a fixed price, this alternative may result in significantly greater dilution for the Company’s shareholders than the conversion right described above.

Alternative 3. The repayment preference is increased to 2.0 times the contribution amount, corresponding to SEK 17,600,000, with no cap on the share of net proceeds that may be applied. The contributors would accordingly receive repayment in full ahead of any payment to the ordinary shareholders. No shares or warrants are issued.

Background and use of proceeds

The proceeds will be applied to ordinary working capital in the Company and its subsidiary.

Decision-making process and related-party relationships

All three contributors are closely related parties of the Company. The resolution to accept the contributions was adopted by the directors who are not conflicted in the matter, namely Evin Cetin and David Sakarias Pettersson Österdahl. Jochen Thewes and Tahero Nori declared a conflict of interest pursuant to Chapter 8, Section 23 of the Swedish Companies Act and participated neither in the deliberations nor in the resolution. Mohammad Algammal is not a director and did not participate in the resolution. The resolution was adopted at a board meeting held on 20 August 2026.

This information is information that BuddyPro Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication on 20 August 2026 at 22:00 CEST.

BuddyPro Group AB (publ) is listed on NGM Growth Market. The Company’s Mentor is Partner Fondkommission AB.

For more information, please contact:

Tahero Nori, CEO

BuddyPro Group AB (publ)

ir@buddyprogroup.com
 

BuddyPro Group AB (publ) is a Swedish public company listed on NGM Nordic SME. Through its subsidiary, the group develops and operates the BuddyPro platform, which helps small and medium-sized service companies with field-based personnel manage and develop their operations.

For more information, see BuddyPro Group.'s website: www.buddyprogroup.com/ 
 
Mentor: Partner Fondkommission AB | 031-761 22 30 | info@partnerfk.se.