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Vend Marketplaces ASA

Pre-Annual General Meeting Information Sep 29, 2025

3738_rns_2025-09-29_053360b6-5ab3-4c27-962c-edb5e34a38f4.html

Pre-Annual General Meeting Information

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Vend Marketplaces ASA (VENDA/VENDB) - Notice of Extraordinary General Meeting

Vend Marketplaces ASA (VENDA/VENDB) - Notice of Extraordinary General Meeting

29.9.2025 15:15:11 CEST | 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 26 September 2025, where it was announced that

the Board of Directors proposes to remove the Company's dual-class share

structure by way of an amendment to the Company's articles of association. As

part of the amendment to the articles of association, other relevant sections of

the articles of association will be updated to reflect that the Company will no

longer have two share classes. More information is set out in the attached

notice.

The Board of Directors calls for an extraordinary general meeting to be held on

Wednesday 22 October 2025 at 16:00 CEST as a digital meeting. The notice

including the agenda for the meeting is attached to this disclosure and will be

sent to all shareholders.

In addition to the proposed removal of the Company's dual-class share structure,

the Board of Directors proposes to reduce the share capital of the Company

following the share buy-back which was completed on 17 June 2025. More

information about the proposed capital reduction is included in the attached

notice.

The following documents can be found on our website at:

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

* Auditor statement on coverage for restricted equity in connection with a

capital reduction

* Proposed new articles of association

A guide on how to attend the digital meeting is set out as an appendix to the

notice.

Oslo, 29 September 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/17847482/18668601/6457/Download%20announce

ment%20as%20PDF.pdf

Vend Marketplaces ASA EGM 2025 Notice - Norwegian.pdf -

https://kommunikasjon.ntb.no/ir-files/17847482/18668601/6455/Vend%20Marketplaces

%20ASA%20EGM%202025%20Notice%20-%20Norwegian.pdf

Vend Marketplaces ASA EGM 2025 Notice - English.pdf -

https://kommunikasjon.ntb.no/ir-files/17847482/18668601/6456/Vend%20Marketplaces

%20ASA%20EGM%202025%20Notice%20-%20English.pdf

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