Pre-Annual General Meeting Information • Sep 29, 2025
Pre-Annual General Meeting Information
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The shareholders of Vend Marketplaces ASA (the "Company") are hereby given notice of an Extraordinary General Meeting to be held at 16:00 CEST on Wednesday 22 October 2025.
The Extraordinary General Meeting will be held as a digital meeting only. Consequently, it will not be possible to attend the Extraordinary General Meeting in person. To join the meeting please use the following link: https://dnb.lumiconnect.com/100-117-203-488. Information about how to attend the Extraordinary General Meeting is set out in Appendix 1.
Relevant documents are available on the Company's website (www.vend.com/ir).
The Company currently has a dual-class share structure, where the Company's share capital is divided into A-shares and B-shares. Each A-share carries ten votes at the Company's general meeting, and each B-share carries one vote. The shares carry the same economic rights in all respects.
The dual-class share structure was established in 2015 for the purpose of allowing the Company to raise additional equity financing without conflicting with the interests that the Tinius Trust was established to protect, namely to uphold the freedom and independence of the Company's media houses.
As a result of the Company's sale of its news media division to the Tinius Trust in 2024, the reasons for the creation for the dual-class share structure are no longer present, and, as announced on 11 December 2023, it was agreed as part of the sale of the news media division that the dual-class share structure would be removed during the course of 2025.
Against this background, the Board of Directors proposes that the dual-class share structure is removed. This will result in the Company having only one class of shares, each carrying one vote. The Company currently has a share capital of NOK 113,440,210, divided into 97,064,113 A-shares and 129,816,307 B-shares, each with a nominal value of NOK 0.5. Following removal of the dual-class share structure, the share capital will be divided into 226,880,420 shares, each with a nominal value of NOK 0.5.
The removal of the dual-class share structure will take effect from 27 October 2025. Following the removal of the dual-class share structure, the A-shares will assume the same ISIN as the B-shares and all shares in the Company will be ordinary shares, trading under the ticker "VEND" on Euronext Oslo Børs. Trading in the new ordinary shares on Euronext Oslo Børs is expected to begin on 28 October 2025.
The A-shares are trading at a premium to the B-shares, reflecting the increased voting rights of the Ashares. The Company will compensate the holders of A-shares for the loss of the premium at which the A-shares have been trading compared to the price of the B-shares. As part of the sale of the news media division it was agreed that the compensation would be based on the average premium at which the A-shares had been traded to the B-shares for the last nine months before the announcement of that transaction on 11 December 2023, i.e. during the nine-month period ending on 8 December 2023. The size of this premium is 6.46222%. The compensation to the holders of A-shares will be provided through a proposed rights issue, or, in the case of Ineligible Holders (as defined below), a cash payment in lieu of shares.
Below is a summary of the key terms of the proposed rights issue and cash payment in lieu of shares:
The rights issue will be approved by the Board of Directors based on its existing authority to increase the Company's share capital.
Pursuant to paragraph 7 of the Company's articles of association certain decisions at the Company's general meeting require the endorsement of shareholders representing (i) 3/4 of the share capital represented in the relevant General Meeting and (ii) 3/4 of the A-shares represented in the relevant General Meeting. Further, pursuant to paragraph 8, shareholders owning 25% or more of the Company's A-shares shall have the right to appoint one of the Board members elected by the shareholders. As a result of the combination of the share classes, the Board of Directors proposes to amend paragraph 7 and 8 of the articles to reflect that the removal of the A-shares, meaning decisions under paragraph 7 will now require the endorsement of more than 3/4 of the share capital represented in the relevant general meeting, whereas the right to a appoint a Board member under paragraph 8 shall now require ownership 25% or more of the Company's share capital.
The Company's two share classes, A-shares and B-shares, shall be combined into a single class of ordinary shares. The timeline for the combination of the share classes shall be in accordance with dates set out in the stock exchange notification with key information relating to the combination of the share classes.
Article 4 of the Company's Articles of Association shall be amended from:
The share capital is NOK 113,440,210, divided on 97,064,113 A-shares with a nominal value of NOK 0.50 and 129,816,307 B-shares with a nominal value of 0.50. The Company's shares shall be registered in the Norwegian Registry of Securities. Each A-share will give the right to 10 votes at the Company's General Meeting. Each B-share will give right to 1 vote at the Company's General Meeting. Otherwise, the A-shares and the B-shares carry equal rights."
To the following new wording:
The share capital is NOK 113,440,210, divided into 226,880,420 shares, each with a nominal value of NOK 0.5. The Company's shares shall be registered in the Norwegian Registry of Securities."
Article 7 of the Company's Articles of Association shall be amended from:
Any resolutions to amend the Articles of Association, shall be passed by the General Meeting and shall require the endorsement of more than (i) 3/4 of the share capital represented in the relevant General Meeting and (ii) 3/4 of the A-shares represented in the relevant General Meeting.
The first paragraph applies likewise to decisions relating to, or votes taken on amendments to the Articles of Association of directly or indirectly owned subsidiaries or the sale of shares or activities, including private placements, mergers and demergers, in such subsidiaries to anyone other than another company in the Group.
With the majority stated in the first paragraph, the General Meeting can decide to grant the Board of Directors authorisation to make decisions in matters referred to in the second paragraph.
The Board shall ensure that the Articles of Association of subsidiaries include the provisions necessary to ensure that this regulation is implemented."
To the following new wording:
Any resolutions to amend the Articles of Association, shall be passed by the General Meeting and
shall require the endorsement of more than 3/4 of the share capital represented in the relevant General Meeting.
The first paragraph applies likewise to decisions relating to, or votes taken on amendments to the Articles of Association of directly or indirectly owned subsidiaries or the sale of shares or activities, including private placements, mergers and demergers, in such subsidiaries to anyone other than another company in the Group.
With the majority stated in the first paragraph, the General Meeting can decide to grant the Board of Directors authorisation to make decisions in matters referred to in the second paragraph.
The Board shall ensure that the Articles of Association of subsidiaries include the provisions necessary to ensure that this regulation is implemented."
Article 8 of the Company's Articles of Association shall be amended from:
The Company's Board of Directors shall comprise from 6 to 11 members, as well as deputy members, as decided by the Annual General Meeting. The employees in the Group shall be represented on the Board by the number of representatives in accordance with current agreements with the Company. This means that the employees in the Group shall have two Board members when the Board comprises six, seven or eight members, and that the employees in the Group shall have three Board members when the Board comprises nine, ten or eleven members.
Shareholders owning 25% or more of the Company's A-shares shall have the right to appoint one of the Board members elected by the shareholders. Board members shall be elected for 1 year."
To the following new wording:
The Company's Board of Directors shall comprise from 6 to 11 members, as well as deputy members, as decided by the Annual General Meeting. The employees in the Group shall be represented on the Board by the number of representatives in accordance with current agreements with the Company. This means that the employees in the Group shall have two Board members when the Board comprises six, seven or eight members, and that the employees in the Group shall have three Board members when the Board comprises nine, ten or eleven members.
Shareholders owning 25% or more of the Company's share capital shall have the right to appoint one of the Board members elected by the shareholders. Board members shall be elected for 1 year."
The proposed resolution will be conditional upon the general meeting also passing the proposal in item 5 below.
In the Annual General Meeting held on 7 May 2025, the Board of Directors was granted the following authorization to increase the share capital in the Company:
Following the proposed removal of the dual-class share structure, the limitation in sub-item (ii) pursuant to which the authorization can only be used to issue B-shares is no longer appropriate. Accordingly, the Board of Directors proposes to amend the authorization so as to delete this limitation.
Based on the above, the Board of Directors proposes that the general meeting amends the authorization passed in the annual general meeting so as to have the following wording:
On 9 September 2024, the company announced the launch of a share buyback program with a total limit of up to 4% of the issued shares with a maximum value of NOK 4 billion. The second tranche of the share buyback program was announced on 10 March 2025, and ran until it was terminated by the Company on 16 June 2025.
On 16 June 2025, the Company launched a tender offer to purchase up to 13.5 million shares in the Company at a fixed price of NOK 359.84 for A-shares and NOK 343.72 for B-shares, corresponding to a premium of 2% to the closing price as of 11 June 2025 adjusted for the payment of a special cash dividend of NOK 2.22. The buyback was completed on 17 June 2025, upon which the Company resolved to buy 482,670 A-shares and 13,013,248 B-shares, corresponding to a total of 13,495,918 shares.
As at the date of this notice, the Company owns 1,195,670 A-shares and 13,978,627 B-shares, corresponding to a total of 6.7% of the total shares.
The Board of Directors proposes to redeem the shares acquired as part of the aforesaid share buybacks. Following the share collapse, the Board of Directors propose to redeem 14,874,297 ordinary shares, by way of share capital reduction in accordance with section 12-1 first subparagraph (2) of the Norwegian Public Limited Liability Companies Act. The Board proposes to retain the remaining 300,000 own shares to be used in the Company's share-based incentive schemes.
Following the proposed reduction, the Company will have a share capital of NOK 106,003,061.5 divided into 212,006,123 ordinary shares each with a nominal value of NOK 0.50.
The decision on the share capital decrease has been made on the basis of the Company's most recently approved annual accounts. Further information about the Company's development since the last balance sheet date is set out in the Company's quarterly reports. The 2024 annual report, including the auditor's report, is available at the Company's office as well as at the website (www.vend.com).
Pursuant to section 12-2 of the Norwegian Public Limited Liability Companies Act, the Company's auditor has confirmed that after the reduction, the Company's non-distributable equity will be fully covered. The confirmation is available on the Company's website (www.vend.com).
As a result of the Company's acquisition of shares under the buyback program announced on 9 September 2024 and the tender offer announced on 16 June 2025, the Company has acquired shares corresponding to approx. 6.4% of the Company's share capital since the annual general meeting in 2025.
In order to give the Company the flexibility to continue using buybacks of shares as a means to distribute capital to shareholders going forward, the Board of Directors proposes that the Extraordinary General Meeting resolves to grant the Board of Directors a new authorization to buy back up to 10% of the Company's shares for a period from the date of this Extraordinary General Meeting and until the Annual General Meeting of the Company in 2026, but in no event later than 30 June 2026. The shares may serve as settlement or compensation in the Company's share-based incentive schemes, as well as the Employee Share Saving Plan. The shares may also be used to improve the Company's capital structure.
The Company will, following the reduction of share capital in item 6 above, have a share capital of NOK 106,003,061.5 divided into 212,006,123 ordinary shares, each with a nominal value of NOK 0.50.

The Company has a share capital of NOK 113,440,210 divided into 97,064,113 A-shares and 129,816,307 B-shares, each with a nominal value of NOK 0.50.
At the Company's Extraordinary Meeting each A-share provides 10 votes and each B-share provides 1 vote. In accordance with Article 6 of the Company's Articles of Association, no shareholder may own or vote at the General Meeting in respect of more than 30% of the shares.
Shares that are owned or acquired by: a) the shareholder's spouse, under-age children or persons with whom the shareholder shares a common household, b) companies in which the shareholder has the influence stated in section 1-2 of the Norwegian Public Limited Liability Companies Act, c) companies within the same group as the shareholder and d) any party with which the shareholder has a binding collaboration regarding the exercise of the shareholder rights are regarded as equivalent to the shareholder's own shares. As at 26 September 2025, the Company owned 15,174,297 of its own shares (1,195,670 A-shares and 13,978,627 B-shares), equal to approximately 6.7% of its share capital, for which the company cannot exercise any voting rights.
Shareholders may not demand that new issues be put on the agenda after the deadline for doing so has expired; see section 5-11, second sentence of the Norwegian Public Limited Liability Companies Act.
A shareholder is entitled to propose resolutions regarding the issues which the General Meeting is invited to discuss.
A shareholder may demand that, at the General Meeting, directors and the general manager provide available information on matters that may influence assessment of:
If information must be obtained, so that no answer can be given at the General Meeting, a written reply shall be prepared within two weeks after the General Meeting. This reply shall be made available to the shareholders at the Company's office and sent to all the shareholders who have requested such information. If the reply must be regarded as significantly important for assessing factors mentioned in the previous paragraph, the reply shall be sent to all the shareholders with a known address.
In accordance with section 1-5 a. of the Norwegian Public Limited Liability Act, the Extraordinary General Meeting will be held only as a digital meeting. Please see Appendix 1 for information on how to participate in the digital meeting. As an alternative to participating in the digital meeting, shareholders can provide voting instructions or vote in advance as set below.
Pre-registration is not required to attend the General Meeting, but shareholders must be logged on before the meeting starts to cast votes.
In accordance with section 5-2 (1) of the Norwegian Public Limited Liability Companies Act, only shareholders in the Company as of 15 October 2025 (five business days prior to the general meeting) have the right to participate and vote at the Extraordinary General Meeting.
Shareholders may authorize their own proxy or cast advance votes before the expiry of the registration deadline. Proxy with voting instructions may also be given to the Board Chair, Karl-Christian Agerup. Further instructions are included in the form enclosed with this notice.
The deadline for submitting proxy forms or advance votes is at 16:00 CEST on 20 October 2025.
Any proxy or advance votes will only be considered valid and final once received by the Company in Oslo, Norway.
According to the Norwegian Public Limited Liability Companies Act § 1-8, as well as regulations on intermediaries covered by the Central Securities Act § 4-5 and related implementing regulations, notice is sent to custodians who pass on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who is responsible for conveying votes, proxies or enrollment. Custodians must according to Section 5-3 of the Norwegian Public Limited Liability Companies Act register this with the Company no later than 2 working days before the general meeting, meaning 23:59 CEST on 20 October 2025, at the latest.
These materials are not an offer for sale of securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or an exemption from registration under the Securities Act. The Company has not registered and does not intend to register any part of any offering in the United States or to conduct a public offering of any securities in the United States.
The Extraordinary General Meeting will be opened by the Board Chair. This notice and its enclosures have been sent to all shareholders with a known place of residence. Relevant documents, including the auditor statement on coverage for restricted equity in connection with a capital reduction, are available on the Company's website www.vend.com/ir. These documents can also be sent by e-mail or by post if ordered on Vend's investor web pages (www.vend.com/ir).
***
Shareholders may submit any inquiries regarding the Extraordinary General Meeting to DNB Carnegie Issuer Services by phone +47 23 26 80 20 (08:00 am – 3:30 pm).
Karl-Christian Agerup
Board Chair

Ref no: PIN-code:
Extraordinary General Meeting in Vend Marketplaces ASA will be held on 22 October 2025 at 4:00 pm (CEST) as a virtual meeting.
The shareholder is registered with the following amount of shares at summons: ________________________________________ and vote for the number of shares registered in Euronext per Record date 15 October 2025.
Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".
Step 1 – Register during the enrollment/registration period:
You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:

"Enroll" - There is no need for registration for online participation.
"Advance vote" - If you would like to vote in advance of the meeting.
"Delegate Proxy" - Give proxy to the chair of the Board of Directors or another person.
"Close" - Press this if you do not wish to make any registration.
Online participation: Please login through https://dnb.lumiconnect.com/100-117-203-488. You must identify yourself using the reference number and PIN - code from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Carnegie Issuer Services by phone +47 23 26 80 20 (08:00-am – 3:30 pm).
If you log in after the meeting has started, you will be granted access, but without the right to vote.

Ref no: PIN-code:
The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service to DNB Bank Carnegie Issuer Services, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than 20 October 2025 at 4:00 pm (CEST) If the shareholder is a company, the signature must be in accordance with the company certificate.
*Will be unsecured unless the sender himself secures the e-mail.
(enter the proxy solicitors name in the block letters) Note: Proxy solicitor must contact DNB Carnegie Issuer Services by phone +47 23 26 80 20 (08:00-am – 3:30 pm) for login details.
___________________________________________________________________
Voting shall take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's and the election committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy solicitor determines the voting.
| Agenda for the Extraordinary General Meeting 22 October 2025 | For | Against | Abstain | |
|---|---|---|---|---|
| 1. | Election of chair | | | |
| 2. | Approval of the notice of the Extraordinary General Meeting and agenda | | | |
| 3. | Election of a representative to co-sign the minutes of the Extraordinary General Meeting together with the chair |
| | |
| 4. | Proposal for the removal of the Company's dual-class share structure – amendment of the articles of association |
| | |
| 5. | Proposal for the amendment of the authorization to issue shares granted to the Board of Directors by the annual general meeting |
| | |
| 6. | Reduction of share capital by redemption of own shares | | | |
| 7. | Authorization to the Board of Directors to buy back Company shares | | | |
Place Date Shareholder's signature
We would also like to point out that shareholders have the opportunity to pre-vote or grant a proxy before the meeting. See the notice for further details on how to register this. If you pre-vote or grant a proxy, you can still log in to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the matters.
No registration is required for shareholders who wish to participate online, but shareholders must be logged in before the general meeting starts. If you log in after the general meeting has started, you will be given access to follow, but without the right to vote.
Go to the following website: https://dnb.lumiconnect.com/
either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.
enter Meeting ID: 100-117-203-488 and click Join Meeting:
Alternatively put direct link in your browser https://dnb.lumiconnect.com/100-117-203-488.
As the company has decided to allow for guest log ins you will be prompted to decide between:

If you choose Guests, you will be asked to state your name and e-mail. You will not have the right to vote or speak in the meeting.
If you are a shareholder, choose Shareholder Ref.nr & PIN. You must then identify yourself with.
Once you are logged in you will be able to see your name, the number of votes you have, and you can choose the system language Norwegian or English.
Please note that you must have internet access during the entire meeting.
All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the General Meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.
All VPS directly registered shareholders have access to investor services either via https://investor.vps.no/garm/auth/ login or internet bank. Contact your VPS account operator if you do not have access.
Shareholders who have not selected electronic corporate messages in Investor Services will also receive their reference number and PIN code by post together with the summons from the company (on registration form).
Custodian registered shareholders: Shares held through Custodians (nominee) accounts must exercise their voting rights through their Custodian. Please contact your Custodian for further information.
Matters to be voted on will be pushed to your screen when voting is due. If necessary, click on the VOTING option when available. Normally, all matters will be available for voting at the start of the meeting, and you can vote as quickly as you wish on all matters.
To vote, select FOR, AGAINST or ABSTAIN, and you will see a confirmation text with your choice.
You may also be given an option where you can vote collectively on all matters. If you use this option, you can still override the voting direction on individual matters if desired.
You can change or cancel your votes as many times as you like, until the meeting chair closes the voting on individual matters. Your last choice will be valid.
NB: Logged in shareholders who have pre-voted or given a proxy will not have voting available.

Written questions or comments on the items on the agenda can be submitted by shareholders throughout the general meeting.
To view published questions from other shareholders, or if you yourself wish to ask questions or comment on any of the items on the agenda, select MESSAGES.
Questions submitted online will be moderated before they are published and will be sent to the meeting chair. Submitted questions will therefore not necessarily appear immediately. If you have technical questions or similar, you will be able to get a direct answer from the moderator that only you will see.
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