Vend Marketplaces ASA

Share Issue/Capital Change • Oct 30, 2025

Vend Marketplaces ASA (VEND): Commencement of the subscription period for the share issue

Vend Marketplaces ASA (VEND): Commencement of the subscription period for the share issue

30.10.2025 08:00:01 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 made by Vend Marketplaces

ASA ("Vend" or the "Company") on 27 October 2025 regarding the board approval of

a share issue following the removal of the Company's dual-class structure (the "

Share Issue"). The subscription period will commence today.

Allocation of subscription rights:

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

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

(the "Record Date"), have been granted subscription rights (the "Subscription

Rights"). The Subscription Rights gives a right to subscribe for new shares

in the Company at par value (NOK 0.50).

* Each holder of A-shares has been granted one (1) Subscription Right for every

A share registered as held in the Company on the Record Date. The

Subscription Rights gives the right to subscribe for, and be allocated, one

(1) new share in Vend for every 15.45 Subscription Rights held at the end of

the subscription period. Over-subscription and subscription without

Subscription Rights will not be permitted.

* The exercise of subscription rights and subscription for new shares to

shareholders residing in countries other than Norway may be affected by

securities laws in such countries. Shareholders who have their shares

registered in securities accounts with registered addresses in certain

ineligible jurisdictions, such as Australia, Canada, Hong Kong, Japan, New

Zealand, Singapore, Switzerland and the United States or any other

jurisdiction where participation in the Share Issue would require the

publication of a prospectus, registration or other regulatory approval (the "

Ineligible Jurisdictions" and such shareholders in or resident in Ineligible

Jurisdictions, "Ineligible Holders") will not be permitted to exercise

subscription rights and subscribe for new shares. The crediting of

subscription rights to an account of an Ineligible Holder does not constitute

an offer to such holder of the new shares. The Company has arranged for

Danske Bank A/S to facilitate the sale of shares that would otherwise have

been allocated to Ineligible Holders or holders who have not subscribed for

shares during the subscription period. See more information below under the

section "Sale of unsubscribed shares".

The subscription period for the Share Issue will commence today at 09:00 hours

(CET) on 30 October 2025 and end at 16:30 hours (CET) on 13 November 2025.

Sale of unsubscribed shares:

Danske Bank A/S NUF has committed to subscribe for any New Shares that are

underlying Subscription Rights held by Ineligible Holders or that have otherwise

not been subscribed for during the Subscription Period. Danske Bank A/S NUF will

sell such New Shares, and the net proceeds of such sale will be distributed to

holders of Subscription Rights who are Ineligible Holders or who have not

exercised their rights during the Subscription Period. No payments will be made

to shareholders for amounts below NOK 50.

The Subscription Rights will have economic value if the Company's shares trade

above the subscription price for the New Shares (NOK 0.50) during the

Subscription Period. Ineligible Holders and others who do not use their

Subscription Rights will experience a dilution of their shareholding in the

Company but will receive monetary compensation from the sale of shares

facilitated by Danske Bank A/S NUF.

The subscription price is NOK 0.50 for each new share.

Further information:

Further information about the Share Issue is available on the Company's website.

Listing and commencement of trading in the new Shares:

Subject to timely payment of the entire subscription amount in the Share issue,

the Company expects that the share capital increase pertaining to the Share

Issue will be registered with the Norwegian Register of Business Enterprises on

or about 24 November 2025 and that the new shares will be delivered to the VPS

accounts of the subscribers to whom they are allocated on or about the same day.

The new Shares are expected to be tradable on the Oslo Stock Exchange from and

including 24 November 2025.

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, 30 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/17847482/18702719/6530/Download%20announce

ment%20as%20PDF.pdf