Vend Marketplaces ASA

Investor Presentation • Dec 11, 2023

Unleashing the full potential of Schibsted's core businesses

11 December 2023

Kristin Skogen Lund, CEO | Per Christian Mørland, EVP CFO

Disclaimer

This presentation (hereinafter referred to as the "presentation") has been prepared by Schibsted ASA ("Schibsted" or the "Company") exclusively for information purposes and does not constitute an offer to sell or the solicitation of an offer to buy any financial instruments of the Company.

Reasonable care has been taken to ensure that the information and facts stated herein are accurate and that the opinions contained herein are fair and reasonable, however no representation or warranty, express or implied, is given by or on behalf of the Company, any of its directors, or any other person as to the accuracy or completeness of the information or opinions contained in this document and no liability is accepted for any such information or opinions.

This presentation includes and is based on, among other things, forward-looking information and statements. Such forward-looking information and statements are based on the current expectations, estimates and projections of the Company or assumptions based on information available to the Company. Such forward-looking information and statements reflect current views with respect to future events and are subject to risks, uncertainties and assumptions. The Company cannot give any assurance as to the correctness of such information and statements. Several factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this presentation.

There may have been changes in matters which affect the Company subsequent to the date of this presentation. Neither the issue nor delivery of this presentation shall under any circumstance create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that the affairs of the Company have not since changed.

The Company does not intend, and does not assume any obligation, to update or correct any information included in this presentation.

Alternative performance measures (APM) used in this presentation are described and presented in the section Definitions and reconciliations in the quarterly report.

Unleashing the full potential of our two core businesses, News Media and Nordic Marketplaces

Initiated process to sell Schibsted's news media operations to the Tinius Trust, giving both News Media and Nordic Marketplaces the best possible conditions for value creation

Total transaction value of NOK 6.2 billion1) consisting of the News Media business area, and minority stakes in NTB, TT, Lokalavisene, and Polaris Media

Simplifying the overall structure and equity story of Schibsted by making it a more focused marketplaces company, and at the same time enabling its news media business to more forcefully execute its strategy

The Trust has agreed to support the removal of Schibsted's dual-class share structure by 1 January 2026, pending completion of the transaction and ultimately shareholder approval

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Intention to use the cash proceeds to return capital to shareholders

We have a strong track record of transformation, innovation, and investments

Transforming Schibsted into two, more focused, companies

Schibsted Media¹)

A media company privately owned by the Tinius Trust, comprising all of Schibsted's media businesses and related growth companies²)

Schibsted Marketplaces¹)

A publicly listed marketplaces company comprising today's marketplaces and growth & investment businesses

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Transaction overview

Transaction scope	• The News Media business area1), the ownership stake in Polaris Media ASA ("Polaris"), and other media assets2), would be carved out from Schibsted into a separate company (preliminarily named "Schibsted Media"), to be sold to and privately held by the Trust
	• Remaining businesses would remain as a publicly listed company (preliminarily named "Schibsted Marketplaces") on the Oslo Stock Exchange, consisting of the current business areas Nordic Marketplaces, which includes Delivery, and Growth & Investments
Valuation considerations	• Total transaction value of NOK 6.2 billion3) consisting of: – NOK 5.4 billion for the News Media business area, and minority stakes in NTB, TT Nyhetsbyrån, and Lokalavisene – NOK 0.8 billion based on the volume weighted average price of Polaris the week prior to the signing of the Agreement
	• In addition, a limited earn-out element based on next year's performance for the News Media business area
	• For the twelve-month period Q4 2022–Q3 2023, the News Media business area had NOK 7,552m of revenues, NOK 481m in EBITDA and NOK -78m in Operating losses
Removal of dual-class share structure	• The Trust has agreed to support removal of dual-class share structure by 1 January 2026, pending completion of the transaction and subject to shareholder approval
	• To compensate the holders of Class A shares for the loss of the premium at which the Class A shares have been trading compared to the price of the Class B shares, the agreement contemplates an issuance of new shares at nominal value to the holders of Class A shares
	• Compensation to include a premium of approximately 6.46% based on the average premium at which the Class A shares have been traded to the Class B shares for the nine-month period ending 8 December 2023
Next steps	• Reaching final agreements between Schibsted and the Trust – The final transaction agreements are expected to include certain conditions for the completion of the transaction, including either the completion of the takeover offer for Adevinta which was announced on 21 November and a subsequent distribution by Schibsted or, should the Adevinta offer fail to complete, a distribution of shares in Adevinta by Schibsted. Further information will be provided when final transaction agreements have been entered into
	• Once final agreements are agreed, convening an Extraordinary General Meeting in Schibsted for approval of the transaction
Timing	• Execution of final agreements, and closing of the transaction is expected in the first half of 2024

Notes:

1) News Media business area including, but not limited to, VG, Aftonbladet, Aftenposten, SvD, BT, Stavanger Aftenblad, E24, Podme, Shifter, Omni, Klart, TVNU, Inzpire.me, Fri Flyt, Matkanalen, Vinguiden, Schibsted Trykk Group, and Duplo Media 2) Other media assets including minority ownership stakes in Polaris (29.4%), Lokalavisene (49.0%), NTB (28.6%), TT Nyhetsbyrån (39.6%), and indirect ownership stake of 36.0% in Retriever through ownership in NTB and TT

Both our core businesses have a stand-alone potential up and beyond what they can achieve in the current company structure

The transaction would simplify our overall structure and the Schibsted equity story

• Making Schibsted a more focused marketplaces company
• The continued verticalisation of Nordic Marketplaces is hard to combine with the vision of creating a more integrated Schibsted for the next few years
• News Media's strategy requires investments that often compete with the financially more attractive opportunities related to our marketplaces

Strong benefit for all stakeholders, based on a thorough assessment of the value creation potential of Schibsted's core businesses, News Media and Nordic Marketplaces

Our public commitment to reduce our ownership in Adevinta in March 2023 has opened up new strategic options for Schibsted and the Trust, leading up to today's announcement

Additional information regarding the contemplated removal of Schibsted's dual-class share structure

Contemplated removal of the dual-class share structure

Introduction	• The Trust has agreed to support the removal of dual-class share structure by 1 January 2026, pending completion of the transaction and subject to shareholder approval. • The main difference between today's two share classes in Schibsted is that the A shares carry 10 votes per share, while the B shares carry 1 vote. All shares have the same nominal value. • To compensate the holders of Class A shares for the loss of the premium at which the Class A shares have been trading compared to the price of the Class B shares, the agreement contemplates an issuance of new shares at nominal value to the holders of Class A shares at the time of the collapse of the dual-class share structure.
Contemplated removal of dual class share structure and compensation to class A holders	• In the collapse of the dual-class share structure, currently expected to be completed sometime in 2025, holders of A shares will receive one B share for each A share held on the record date. • In addition, Schibsted will complete a rights issue with tradable subscription rights for holders of A shares to compensate for the difference in trading price between the two classes. The subscription rights will give the right to subscribe for new shares at nominal value. • Each holder of A shares will receive such number of subscription rights as to compensate for the loss of premium at which the A shares have been trading.
	• The compensation will be based on the average premium at which the A shares have been traded in the nine-month period before the announcement of the non-binding agreement, i.e. during the nine-month period ending on 8 December 2023. This premium was approximately 6.46%. The monetary value of the compensation to the holders of A shares will dependent on the share price of Schibsted at the time of the conversion and the number of A and B shares at that time. • The subscription rights are expected to be listed on Oslo Stock Exchange during a two-week subscription period.
Next steps and timing	• The collapse of the dual-class share structure and the issuance of new shares as compensation to the holders of Class A shares will be subject to shareholder approval, which is expected to be sought in 2025.

Investor contact

Visit Schibsted website: www.schibsted.com Email: ir@schibsted.com

Jann-Boje Meinecke VP, Head of IR + 47 941 00 835

Malin Ebenfelt IR Officer + 47 916 86 710

Schibsted ASA | Akersgata 55 | P.O. Box 490 Sentrum NO-0105 Oslo