Vend Marketplaces ASA — Investor Presentation 2015

Apr 17, 2015

B-SHARES PROPOSAL EQUIPPING SCHIBSTED FOR THE FUTURE

April 2015 INVESTOR PRESENTATION

SCHIBSTED HAS A LONG HISTORY OF INNOVATIVE DIGITAL GROWTH

Schibsted is the innovation-driven, consumer-centric media company which entered the emerging online classified space 15+ years ago, well before competitors, and established itself to become the global market leader

CONTINUED DIGITAL GROWTH AND INCREASING FINANCIAL FLEXIBILITY

Strategy	■ Our strategy remains focused on becoming number one in online marketplaces ("OLC") and on building world class digital media houses
	■ Our OLC segment is positioned to deliver 15-20% growth in the medium and long term
	■ M&A is an important part of OLC strategy to drive consolidation and increase scale
Recurring financial considerations	■ Schibsted currently faces certain structural and financial restrictions which limits the company to fully execute on future value creating opportunities
	■ Schibsted wants a higher degree of financial flexibility to be able to capitalize on rapid digital growth initiatives and increased consolidation opportunities in the OLC sector
Means to increase financial flexibility	■ Schibsted wants to increase financial flexibility by introducing a low-voting (or "B-share") equity class which can be used as a vehicle for growth and as currency in potential transactions
	■ The Tinius Trust and Blommenholm Industrier have actively supported the development of Schibsted into the company it is today. Introduction of a B-share will allow for continued support of the company in realizing its future ambitions
	■ If approved, each current shareholder will receive 1 new low-voting B-share per A-share owned with equal economic rights as the A-share. The A-shares will receive 10 voting rights per share, whereas the new low-voting B-share entitle the owner to 1 vote per share
	■ AGM vote scheduled for 8 May and if successfully approved, the share split will become effective on 1 June

GLOBAL LEADER IN ONLINE MARKETPLACES AND BUILDING WORLD-CLASS MEDIA HOUSES

PURSUING DIGITAL GROWTH ACROSS THE GROUP

• Participate in consolidating efforts
• Expand into additional verticals
• Enter new markets

• Capture growth in emerging markets

• Tap opportunities in adjacent business areas

• Focus primarily on personal finance

• Use Nordic countries as testing ground for global concepts

• Offer digital products and services with strong editorial content and consumer insight

• Implement new technological platform and tools

Our Objectives

A GLOBAL LEADER IN ONLINE MARKETPLACES…

…IN SOME OF THE LARGEST COUNTRIES IN THE WORLD

Market leading positions in the largest European economies..

GDP 2013 (USDtrn) per country

..and in some of the largest countries in the world

Population (million) per country

Source: Worldbank *Schibsted JV holds number two position in Bangladesh

A BALANCED OLC PORTFOLIO WITH ASSETS IN DIFFERENT MATURITY STAGES

STRONG TRACK-RECORD OF ACTIVELY USING M&A AND PARTNERSHIPS TO CREATE VALUE

SUCCESSFULLY PARTICIPATED IN CONSOLIDATION TO ESTABLISH MARKET LEADING POSITIONS

• Schibsted's site Bikhir.ma merged with the competitor Avito.ma in Morocco
• Schibsted has 52% ownership in the JV
• Blocket platform used as a base for the new website launched in July 2014

• Significant uplift in user engagement and doubling of traffic since the merger

• JVs established to develop OLC in Brazil, Indonesia, Thailand and Bangladesh

• Blocket platform retained as a base*
• Asset swaps in Philippines, Colombia, Vietnam and Mexico
• The agreement established clear market leading positions in the JV markets
• Reduced costs and developed more liquid market places

• Positive signals from business integrations so far

• Schibsted agreed with Naspers to acquire their OLX-operation in Hungary

• Schibsted sold its operations in Romania and Portugal to Naspers
• Strengthening of the market position in Hungary and reduction in spending

Merger Joint Venture Asset Swap

GROWTH OPPORTUNITIES GOING FORWARD

CONTINUE TO PURSUE GROWTH OPPORTUNITIES WITHIN OLC - BOTH ORGANICALLY AND THROUGH ACQUISITIONS

LEADING THE DIGITAL TRANSFORMATION IN MEDIA

Mobile and Tablet Web TV Reader Involvement Digital Subscription

Capturing and utilizing user data

LEVERAGE DIGITAL ECOSYSTEMS TO ACCELERATE ADJACENT GROWTH MODELS

• Schibsted Growth is already a NOK 1 billion business
• Market leader in personal finance in Sweden and Norway
• Fuelled from large traffic pools in online media and classifieds
• Major potential to be exploited with deeper, data-driven consumer insights
• Opportunities in Norway, France and other markets
• E.g. investment in Prêt d'Union (leader in P2P lending in the Eurozone)

BUILDING TECHNOLOGY TO LEVERAGE THE FULL SYNERGY POTENTIAL ACROSS ALL BUSINESS AREAS

Advertising Platform

• Data Driven effective advertising based on rich targeting, e.g. demographics, purchasing intent
• Efficient and easy to use multi-channel interface focused on quickly creating and launching campaigns
• Safe and trusted brands that provide a selection of environments for advertising

Payments Identity Analytics

• Single-sign-on and payment solution for the Schibsted companies
• SPiD primary product of Schibsted Payment delivering an easy and secure way to log in and pay across many services

• The goal is to make digital identification and payment safe and easy for users and service/content providers

• Differentiating Identity data

• Local content
• Shopping intent
• Personal finance

• Unlocking local market synergies using data linked to identity to compete with global players such as Google & Facebook

• Data sciences & analytics to enhance user targeting & profiling

• Analytics infrastructure to help with targeted, performance based & multi-channel advertising platform

High-frequency visiting nature of media and online classified service brings unique datasets for building personalized products and services

INTRODUCTION OF B-SHARES

SCHIBSTED SHOULD HAVE THE FINANCIAL FLEXIBILITY AND ACQUISITION CURRENCY TO CAPITALIZE ON OPPORTUNITIES

• Schibsted is facing opportunities to grow organically and via consolidation in the sector
• Schibsted should be able to act on potential value accretive acquisition opportunities that might emerge
• Schibsted does not have the necessary financial tools in place to fully execute on the current strategy

Schibsted requires financial flexibility and an acquisition currency to capitalize on opportunities

• Introduce a low voting B-share to mitigate current structural limitations
• The Board also asks authorization of AGM to issue new B-shares for up to 5% of total share capital (10% of B-share capital)

INTRODUCING LOW-VOTING B-SHARE CLASS

KEY BENEFITS OF THE NEW B-SHARE CLASS

Key benefits	Comments
Allows for straight equity	■ No balance sheet constraints – straight equity for accounting / rating purposes
issuance, free from balance sheet and structural constraints	■ The Tinius Trust and Blommenholm Industrier have actively supported the development of Schibsted into the company it is today. Introduction of a B-share will allow for continued support of the company in realizing its future ambitions
Permanent structural	■
feature	Provides financial flexibility in the long run
Can be used as acquisition	■
currency	Gives flexibility to pay for future acquisitions in shares
Exposure to stock price	■
upside	Provides shareholder with exposure to the stock price upside, unlike e.g. a bond
Market standard with	■
visible precedents in the	Recent IPOs with a dual share class structure in the tech sector: Alibaba, Google, GoPro, Groupon, GrubHub,
sector	King.com, Lending Club, Yelp, Zynga

TIMING AND PROCESS

2015 Corporate Calendar	Timing	Key Events
08-May: Q1 Results		■ Share capital split announcement
08-May: AGM	17-April-2015 08-May-2015	■ AGM notice
17-Jul: Q2 Results
30-Oct: Q3 Results		■ AGM
	08-May-2015	■ Q1 2015 results release
	29-May-2015	■ Approval of the listing prospectus by the Financial Supervisory Authority of Norway (expected)
	01-Jun-2015	■ Listing of the B-shares (expected)

KEY TAKE-AWAYS

• Unchanged strategy to become a global leader within online classifieds and to build world-class digital media houses
• Seeking further organic and inorganic growth within online classifieds
• Participating in consolidating efforts
• Expanding into additional verticals
• Entering new markets
• Taking steps to ensure flexibility to participate in future value creating growth opportunities

SCHIBSTED'S SHAREHOLDING STRUCTURE: KEY FACTS

Key areas	Comments
Blommenholm Industrier	■ Blommenholm Industrier AS, the company's largest shareholder, owns 28,188,589 shares, representing 26.1% of the shares in Schibsted ASA ■ Blommenholm Industrier is controlled by the Tinius Trust, created by Schibsted's former – and largest – owner, Tinius Nagell-Erichsen
The purpose of Tinius Trust	■ Tinius wanted to use his influence to protect Schibsted as a group with free and independent editors, characterised by trustworthiness and quality in conjunction with a long-term and healthy financial development
Voting rights	■ Changes to Schibsted's Articles of Association require more than ¾ of the share capital represented at the relevant AGM/EGM. The company's statutes also provide that no shareholder may own or vote in respect of more than 30 per cent of the shares
	■ Schibsted's Articles of Association also ensure that important decisions by the group's subsidiaries require more than ¾ of the share capital represented at the relevant AGM/EGM