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Vend Marketplaces ASA

AGM Information Oct 22, 2025

3738_rns_2025-10-22_c3d4b272-9a57-4a42-8b7c-655f3ffa4175.html

AGM Information

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Vend Marketplaces ASA (VENDA/VENDB) - Extraordinary General Meeting 22 October 2025

Vend Marketplaces ASA (VENDA/VENDB) - Extraordinary General Meeting 22 October 2025

22.10.2025 17:29:52 CEST | Vend Marketplaces ASA | Additional regulated

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

An Extraordinary General Meeting of Vend Marketplaces ASA (the "Company") was

held today, 22 October 2025.

All proposals on the agenda as set out in the notice of the Extraordinary

General Meeting that was published on 29 September 2025, were approved,

including the following:

* Approval of the Board's proposal to collapse the Company's A-shares and

B-shares and combine them into one single, joint share class. The ordinary

shares will, following completion of the share class collapse, be trading

under the ticker "[VEND]".

* Approval of an amendment to the authorization granted by the Annual General

Meeting on 7 May 2025, which allows the Board of Directors to increase the

Company's share capital by facilitating a share issue at par value reserved

for holders of A shares for the purpose of compensating them for their loss

of the additional voting rights. The new shares may not be subscribed for by

holders in jurisdictions where such subscription is not permitted or to whom

new shares cannot be lawfully offered, including holders or holders acting on

account of beneficial owners in the United States ("Ineligible Holders"). The

Company intends to arrange for Danske Bank A/S ("Danske Bank") 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. Under this arrangement, Danske Bank will subscribe for the shares not

subscribed for in the rights issue. Danske Bank will then sell those shares

in the market, and the net proceeds of such sale will be distributed to

Ineligible Holders or any other holders of subscription rights who have not

exercised their rights during the subscription period. No payments will,

however, be made for amounts below NOK 50.

* Approval of a share capital reduction of the Company's share capital by

redemption of shares, following completion of the Company's share buyback

program as announced in June 2025.

Minutes of the Extraordinary General Meeting are attached hereto and made

available on the Company's investor website (

https://vend.com/ir/corporate-governance/general-meeting/).

Oslo, 22 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,

[email protected]

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

[email protected]

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.

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.

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/17847482/18694681/6497/Download%20announce

ment%20as%20PDF.pdf

Vend Marketplaces ASA_Minutes Extraordinary General Meeting 22 October

2025_Norwegian_executed.pdf -

https://kommunikasjon.ntb.no/ir-files/17847482/18694681/6495/Vend%20Marketplaces

%20ASA_Minutes%20Extraordinary%20General%20Meeting%2022%20October%202025_Norwegi

an_executed.pdf

Vend Marketplaces ASA_Minutes Extraordinary General Meeting 22 October

2025_English_executed.pdf -

https://kommunikasjon.ntb.no/ir-files/17847482/18694681/6496/Vend%20Marketplaces

%20ASA_Minutes%20Extraordinary%20General%20Meeting%2022%20October%202025_English

_executed.pdf

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