Vend Marketplaces ASA

Share Issue/Capital Change • Oct 27, 2025

Vend Marketplaces ASA (VENDA/VENDB) - The Board of Directors has resolved the share issue

Vend Marketplaces ASA (VENDA/VENDB) - The Board of Directors has resolved the share issue

27.10.2025 17:15:32 CET | Vend Marketplaces ASA | Additional regulated

information required to be disclosed under the laws of a member state

Reference is made to the stock exchange announcement on 26 September and 22

October 2025 by Vend Marketplaces ASA (the "Company") regarding the collapse of

the Company's two share classes and the proposed share issue at par value

reserved for the holders of A shares (the "Share Issue").

The Board of Directors has today, pursuant to the authorisation amended by the

Company's extraordinary general meeting on 22 October 2025, resolved the share

capital increase pertaining to the Share Issue as follows:

* The share capital of the Company will be increased by NOK 3,102,284 through

the issuance of 6,204,568 new ordinary shares (the "New Shares").

* The subscription price will be NOK 0.50, which is equal to par value,

resulting in gross proceeds of NOK 3,102,284.

* Each holder of A shares in the Company as of 27 October 2025, as registered

in the Norwegian Central Securities Depository on 29 October 2025 (the "

Record Date"), will be granted 1 subscription right(s) for every A share held

in the Company on the Record Date. Over-subscription and subscription without

subscription rights will not be permitted.

* The Subscription Rights will be issued without consideration and will be

transferred to your VPS account on 30 October 2025.

* 15.45 subscription rights will, subject to applicable securities laws, give

the right to subscribe for and be allocated one New Share in the Share Issue.

* The subscription period for the Share Issue is from 09:00 hours (CET) on 30

October 2025 to 16:30 hours (CET) on 13 November 2025.

* Danske Bank A/S will commit to subscribe for remaining shares not subscribed

for during the subscription period, whether as a result of passivity or legal

restrictions on the part of the eligible shareholder. Danske Bank A/S will

sell the New Shares allocated to it in the market, and the net proceeds of

such sale will be distributed to eligible shareholders who have not exercised

their rights. No payments will be made to shareholders for amounts below NOK

A subscription document relating to the Share Issue will be sent to all

shareholders who are not Ineligible Holders. Further information about the Share

Issue will be available on the Company's website from commencement of the

subscription period.

IMPORTANT NOTICE FOR U.S. HOLDERS

This press release and the information herein is not an offer of securities in

the United States. The securities referred to herein will not be and have not

been registered under the U.S. Securities Act of 1933, as amended (the "

Securities Act"), and may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act.

Oslo, 27 October 2025

VEND MARKETPLACES ASA

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to Section

5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Jann-Boje Meinecke, SVP FP&A and Investor Relations, +47 941 00 835,

ir@vend.com

* Simen Bjølseth Madsen, Investor Relations Manager, + 47 992 73 674,

ir@vend.com

IMPORTANT INFORMATION

This press release and the information herein is not for release, publication or

distribution, in whole or in part, directly or indirectly, in or into Australia,

Canada, Hong Kong, Japan, New Zealand, Singapore, Switzerland or in any other

jurisdiction in which such release, publication or distribution would be

unlawful or require registration or any other measures in accordance with

applicable law.

In the United Kingdom, this press release and the information herein is only

addressed to and directed at persons in the United Kingdom who are "qualified

investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as

amended, as it forms part of retained EU law by virtue of the European Union

(Withdrawal) Act 2018 (the "U.K. Prospectus Regulation"). In addition, this

announcement is being distributed to, and is only directed at, qualified

investors (i) who have professional experience in matters relating to

investments falling within the definition of "investment professionals" in

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "FPO"), (ii) who fall within Article

49(2)(a) to (d) of the FPO or (iii) to whom it may otherwise lawfully be

communicated (all such persons, together with "qualified investors" within the

meaning of Article 2(e) of the U.K. Prospectus Regulation, being referred to as

"Relevant Persons"). This announcement and the information contained herein must

not be acted on or relied upon in the United Kingdom, by persons who are not

Relevant Persons. Any investment or investment activity to which this

announcement relates is available only to, and any invitation, offer or

agreement to subscribe, purchase or otherwise acquire the same will be engaged

in only with, Relevant Persons.

The securities mentioned in this press release have not been registered and will

not be registered under any applicable securities law in Australia, Canada, Hong

Kong, Japan, New Zealand, Singapore or Switzerland and, subject to certain

exceptions, may not be offered or sold within Australia, Canada, Hong Kong,

Japan, New Zealand, Singapore or Switzerland except under circumstances which

will result in the full compliance with the applicable laws and regulations

promulgated by the relevant regulatory authorities in effect at the relevant

time.

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847482/18699372/6512/Download%20announce

ment%20as%20PDF.pdf