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Vend Marketplaces ASA Proxy Solicitation & Information Statement 2026
3738_rns_2026-04-07_9b874593-3df9-4d2a-81ce-a672b53c229e.pdf
Proxy Solicitation & Information Statement
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Vend
NOTICE OF ANNUAL GENERAL MEETING
VEND MARKETPLACES ASA
THURSDAY 30 APRIL 2026 AT 12:00 CEST
The shareholders of Vend Marketplaces ASA (the "Company") are hereby given notice of the Annual General Meeting to be held at 12:00 CEST on Thursday 30 April 2026.
The Annual General Meeting will be held as a digital meeting only. Consequently, it will not be possible to attend the Annual General Meeting in person. To join the meeting please use the following link: https://dnb.lumiconnect.com/100-705-671-869. Information about how to attend the Annual General Meeting is set out in Appendix 1.
The annual report for 2025 and other relevant documents are available on the Company's website (www.vend.com/ir).
Agenda:
- Election of chair
- Approval of the notice of the Annual General Meeting and agenda
- Election of a representative to co-sign the minutes of the Annual General Meeting together with the chair
- Approval of the financial statements for 2025 for Vend Marketplaces ASA and the Vend Group, including the Board of Directors' Report for 2025, as well as consideration of the statement on corporate governance
The financial statements, accompanying notes, and the Board of Directors' Report are included in the annual report.
Resolution proposal:
The General Meeting approved the financial statements for 2025 for Vend Marketplaces ASA and the Vend Group, including the Board of Directors' Report for 2025. The General Meeting took into consideration the statement on corporate governance.
- Approval of the Board of Directors' proposal regarding share dividend for 2025
The Board of Directors proposes paying a dividend for 2025 of NOK 2.50 per share. Dividend will be paid on 12 May 2026. The Vend share will be traded on the Oslo Stock Exchange exclusive of dividend as from 4 May 2026. Otherwise, refer to the stock exchange notice dated 5 February 2026.
Resolution proposal:
The General Meeting approved the Board of Directors' proposal regarding dividend for the 2025 financial year of NOK 2.50 per share, excluding shares owned by the Group.
- Approval of the auditor's fee for 2025 and attestation
The Board of Directors proposes that the fees for PwC, the Company's external auditor for 2025, for the legally required audit (cf. section 7-1 (2) of the Norwegian Public Limited Liability Companies Act) and attestation of the Company's sustainability reporting (cf. section 7-6 (1) of the Norwegian Public Limited Liability Companies Act), in the total amount of NOK 6 202 680, are approved.
Resolution proposal:
The General Meeting approved the auditor's fees in the total amount of NOK 6 202 680.
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7. Advisory vote on Remuneration Report
In accordance with section 6-16b of the Norwegian Public Limited Liability Companies Act, the Board of Directors has prepared a report of the paid and outstanding remuneration to the Company's senior executives for the accounting year of 2025 (the "Remuneration Report"). The Remuneration Report has been reviewed by the Company's auditor in accordance with section 6-16b (4) of the Norwegian Public Limited Liability Companies Act.
The General Meeting shall hold an advisory vote on the Remuneration Report.
The Remuneration Report is available on the Company's website (www.vend.com/ir).
Resolution proposal:
The General Meeting endorsed the Company's report on the remuneration to the Company's senior executives.
8. Remuneration Policy
In accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act, the Board of Directors has prepared a remuneration policy for the Company's senior executives (the "Remuneration Policy"). The current Remuneration Policy was approved at the annual general meeting in 2025.
The Board of Directors proposes to update the current Remuneration Policy to clarify the disclosure of the CEO's maximum annual incentive cap and improve the transparency and governance standards by formalising shareholding requirements, introducing a capped recruitment/retention flexibility provision, and formalising the principles for treatment of variable pay on termination. The update also reflects enhancements to the all-employee share savings plan. The amended Remuneration Policy is available on the Company's website www.vend.com/ir.
Pursuant to section 6-16a (5) of the Norwegian Public Limited Liability Companies Act, material changes to a company's remuneration policy shall be assessed and approved by the general meeting. Thus, the Remuneration Policy shall be submitted to the Annual General Meeting for approval. Subject to approval by the Annual General Meeting, the Remuneration Policy may apply for a period up to four years.
Resolution proposal:
The General Meeting approved the Company's policy for remuneration to senior executives.
9. The Nomination Committee’s report on its work during the period 2025–2026
The Nomination Committee’s report is available on the Company’s website (www.vend.com/ir). The Nomination Committee will present its report at the Annual General Meeting.
10. Election of shareholder-elected board members
A presentation of the Nomination Committee’s proposals for shareholder-elected board members can be found at www.vend.com/ir.
As set out in the Nomination Committee’s proposal, Rune Bjerke and Ulrike Handel will not stand for re-election. The Nomination Committee has proposed Kim Wahl and Melina Cruickshank as new shareholder-elected Board members. The shareholder-elected board members are elected for one year at a time. The shareholders are invited to vote on each of the proposed directors.
The Nomination Committee considers all shareholder-elected board members, with exception of Karl-Christian Agerup, to be independent.
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Resolution proposal:
The General Meeting approves the Nomination Committee's proposals regarding shareholder-elected board members for the period 2026-2027.
11. Election of Chair and Deputy Chair
Subject to the General Meeting's approval of the Nomination Committee's proposals for shareholder-elected board members, as set out under item 10, the Nomination Committee proposes that Karl-Christian Agerup and Kim Wahl are elected as Chair and Deputy Chair, respectively, of the Board.
Resolution proposal:
The General Meeting approves the Nomination Committee's proposal regarding the appointment of Karl-Christian Agerup as Chair and Kim Wahl as Deputy Chair of the Board for the period 2026-2027.
12. The Nomination Committee's proposal regarding directors' fees, etc.
The General Meeting shall determine the Board of Director's fees, including fees payable to directors who take part in committee work. The Nomination Committee's proposal regarding fees for the period from the Annual General Meeting 2026 until the Annual General Meeting in 2027 is as follows (figures for the period 2025-2026 in brackets):
| Chair of the Board | NOK 1 561 000 | (NOK 1 494 000) |
|---|---|---|
| Deputy chair of the Board | NOK 1 171 000 | (NOK 1 121 000) |
| Shareholder-elected Board members | NOK 733 000 | (NOK 701 000) |
| Employee representatives | NOK 494 000 | (NOK 473 000) |
| Alternate Board members | NOK 34 000 per meeting | (NOK 33 000 per meeting) |
| Chair of the Audit Committee | NOK 271 000 | (NOK 259 000) |
| Member of the Audit Committee | NOK 167 000 | (NOK 160 000) |
| Chair of the Compensation Committee | NOK 183 000 | (NOK 175 000) |
| Member of the Compensation Committee | NOK 120 000 | (NOK 115 000) |
| Additional fee for Board members residing outside the Oslo region | NOK 54 000 | (NOK 52 000) |
| Additional fee for Board members residing outside the Nordic countries | NOK 291 000 | (NOK 210 000) |
In addition, the Nomination Committee proposes, in accordance with previous practice, to require that shareholder elected Board members use 30% of their net annual Board fee (excluding additional fees for committee work or travel) to purchase shares in Vend Marketplaces ASA until the relevant shareholder elected board member (including related parties) owns shares with a total value equal to the gross annual Board fee (excluding additional fees for committee work or travel). The candidates for shareholder elected board members shall be informed of the requirement and by accepting their nomination they shall be deemed to have accepted the share purchase requirement.
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For further information please see the Nomination Committee’s report available on the Company's website (www.vend.com/ir).
Resolution proposal:
The General Meeting approved the Nomination Committee’s proposal regarding fees payable to the Board of Directors and the Board Committees for the period from the Annual General Meeting in 2026 to the Annual General Meeting in 2027.
13. The Nomination Committee – fees
The proposed annual fee for the Nomination Committee is (figures for the period 2025–2026 in brackets):
| Chair of the Nomination Committee | NOK 177 000 | (NOK 169 000) |
|---|---|---|
| Member of the Nomination Committee | NOK 110 000 | (NOK 105 000) |
Resolution proposal:
The General Meeting approved the Nomination Committee’s proposal regarding fees for the period from the Annual General Meeting in 2026 to the Annual General Meeting in 2027.
14. Election of Chair of the Nomination Committee
The current Nomination Committee consists of Trond Berger (Chair), Ann Kristin Brautaset and Andreas Haug. Ann Kristin Brautaset and Andreas Haug were elected at the Annual General Meeting in 2025 for a period of two years while Trond Berger was elected at the Annual General Meeting in 2024 for a period of two years. Trond Berger will stand for re-election as the Chair.
On this basis, the Nomination Committee proposes to re-elect Trond Berger as the Chair of the Nomination Committee for a period of two years from the Annual General Meeting in 2026.
Resolution proposal:
The General Meeting re-elects Trond Berger as the Chair of the Nomination Committee for a period of two years.
15. Granting of authorization to the Board of Directors to administer some of the protection inherent in Article 7 of the Articles of Association
Article 7 of the Company’s Articles of Association guarantees that important decisions concerning the Group’s core activities are submitted to Vend’s shareholders for final resolution.
Article 7 of the Articles of Association states the following:
“Any resolutions to amend the Articles of Association, shall be passed by the General Meeting and shall require the endorsement of more than ¾ of the share capital represented in the relevant General Meeting.
The first paragraph applies likewise to decisions relating to, or votes taken on amendments to the Articles of Association of directly or indirectly owned subsidiaries or the sale of shares or activities, including private placements, mergers and demergers, in such subsidiaries to anyone other than another company in the Group.
With the majority stated in the first paragraph, the General Meeting can decide to grant the Board of Directors authorization to make decisions in matters referred to in the second paragraph.
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The Board shall ensure that the Articles of Association of subsidiaries include the provisions necessary to ensure that this regulation is implemented."
Pursuant to Article 7 paragraph three of the Articles of Association, the Annual General Meeting is asked to authorize the Board of Directors to administrate further specified parts of the protection inherent in the provision. The proposed authorization is identical to the authorization granted at the Annual General Meeting in 2025, apart from the removal of the two share classes removed by the general meeting of the Company in October 2025:
"Pursuant to the third paragraph of Article 7 of the Articles of Association, the Board of Directors is authorized to make decisions on the following matters referred to in the second paragraph of Article 7 of the Articles of Association:
a) Voting relating to amendments to subsidiaries' Articles of Association.
b) Decisions to sell shares or operations, including private placements, mergers or demergers, in subsidiaries when the net payment (sales amount, merger or demerger payment, etc.) does not exceed NOK 6 billion after financial adjustments.
Within the framework of the Group CEO's general authorization, the Board of Directors may delegate its authority pursuant to this authorization to the management.
A director appointed pursuant to the second paragraph of Article 8 of the Articles of Association may demand that certain matters which are covered by this authorization must nonetheless be submitted to the General Meeting for its decision.
The authorization is valid until the next Annual General Meeting of Vend Marketplaces ASA in 2027."
Resolution proposal:
The General Meeting authorized the Board of Directors to administer parts of Article 7 of Vend's Articles of Association in accordance with the proposed authorization as worded above. The authorization is valid from the Annual General Meeting in 2026 until the Annual General Meeting in 2027.
16. Reduction of share capital by redemption of own shares
On 25 November 2025, the Company announced the initiation of the first tranche of a share buyback program with a total frame of up to 3% of the issued shares with a maximum value of NOK 2 billion. As of the date of this notice, the share buyback program is still ongoing.
The Board of Directors proposes to redeem shares acquired as part of the buyback program as at 1 April 2026, namely 7 298 880 shares, by way of share capital reduction in accordance with section 12-1 first subparagraph (2) of the Norwegian Public Limited Liability Companies Act. The Board proposes to retain the remaining 300 000 shares to be used in the Company's share-based incentive schemes.
Following the proposed reduction, the Company will have a share capital of NOK 105 455 905.50 divided into 210 911 811 shares each with a nominal value of NOK 0.50.
The decision on the share capital decrease has been made on the basis of the Company's most recently approved annual accounts. The 2025 annual report, including the auditor's report, is available at the Company's office as well as at the website (www.vend.com).
Pursuant to section 12-2 of the Norwegian Public Limited Liability Companies Act, the Company's auditor has confirmed that after the reduction, the Company's non-distributable equity will be fully covered. The confirmation is available on the Company's website (www.vend.com).
Resolution proposal:
(i) The company's share capital shall be reduced by NOK 3 649 440 through the redemption of 7 298 880 own shares, to NOK 105 455 905.50 consisting of 210 911 811 shares, each with a nominal value of NOK 0.50.
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(ii) Section 4 of the articles of association shall be amended so as to reflect the share capital and the number of shares after the share capital reduction.
17. Authorization to the Board of Directors to buy back Company shares
The Board of Directors proposes that the General Meeting resolves to grant the Board of Directors an authorization to buy back up to 10% of the Company's shares for a period from the date of this Annual General Meeting and until the Annual General Meeting of the Company in 2027, but in no event later than 30 June 2027. The shares may serve as settlement or compensation in the Company's share-based incentive schemes, as well as the Employee Share Saving Plan. The shares may also be used to improve the Company's capital structure.
The Company will, following the reduction of share capital in item 16 above, have a share capital of NOK 105 455 905.50 divided into 210 911 811 shares, each with a nominal value of NOK 0.50.
Resolution proposal:
(i) The Board of Directors is authorized pursuant to the Norwegian Public Limited Liability Companies Act to acquire and dispose of own shares in Vend Marketplaces ASA.
(ii) The authorization is valid until 30 June 2027. With effect from the time of registration of this authority with the Norwegian Register of Business Enterprises the previous authority to acquire own shares is withdrawn.
(iii) The total nominal value of the shares acquired or held by the Company may not exceed NOK 10 545 590.50, provided that total amount of own shares held by the Company and shares in which contractual pledges are established shall in not event exceed 10% of the Company's share capital.
(iv) The minimum amount which can be paid for the shares is NOK 30, and the maximum amount is NOK 1,000.
(v) The Board of Directors is free to decide on the acquisition method and possible subsequent sale of the shares.
(vi) The shares may serve as settlement in the Company's share based long-term incentive schemes, as well as employee share saving plan, and to improve the capital structure of the Company. The shares may not be used in a take-over situation cf. section 6-17 (2) of the Norwegian Securities Trading Act.
18. Authorization to the Board of Directors to increase the share capital
As in previous years, the Board of Directors proposes that the Annual General Meeting grants to the Board of Directors an authorization to issue new shares in the Company. The Board of Directors believes it is in the Company's interest to have the flexibility to raise capital in order to ensure that the Company is equipped to participate in value accretive opportunities going forward, which in turn will allow the Company to execute on its growth strategy.
The proposed authority is limited to 10% of the share capital. The proposed authority includes the right to set aside the pre-emptive rights of existing shareholders.
Resolution proposal:
(i) The Board of Directors is authorized pursuant to the Public Limited Liability Companies Act section 10-14 (1) to increase the Company's share capital by up to NOK 10 545 590.50. Subject to this aggregate amount limitation, the authority may be used on more than one occasion.
(ii) The authority shall remain in force until the Annual General Meeting in 2027, but in no event later than 30 June 2027.
(iii) The pre-emptive rights of the shareholders under section 10-4 of the Public Limited Liability Companies Act may be set aside.
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(iv) The authority covers capital increases against contributions in cash and contributions other than in cash. The authority covers the right to incur special obligations for the Company, ref. section 10-2 of the Public Limited Liability Companies Act. The authority covers resolutions on mergers in accordance with section 13-5 of the Public Limited Liability Companies Act.
Shares in the Company and the accompanying right to vote
The Company has a share capital of NOK 109 105 345.50 divided into 218 210 691 shares, each with a nominal value of NOK 0.50.
At the Company's General Meeting each share carries one vote. In accordance with Article 6 of the Company's Articles of Association, no shareholder may own or vote at the General Meeting in respect of more than 30% of the shares.
Shares that are owned or acquired by: a) the shareholder's spouse, under-age children or persons with whom the shareholder shares a common household, b) companies in which the shareholder has the influence stated in section 1-2 of the Norwegian Public Limited Liability Companies Act, c) companies within the same group as the shareholder and d) any party with which the shareholder has a binding collaboration regarding the exercise of the shareholder rights are regarded as equivalent to the shareholder's own shares. As at 1 April 2026, the Company owned 7 598 880 of its own shares, equal to approximately 3.5% of its share capital, for which the company cannot exercise any voting rights.
Shareholders' rights
Shareholders may not demand that new issues be put on the agenda after the deadline for doing so has expired; see section 5-11, second sentence of the Norwegian Public Limited Liability Companies Act.
A shareholder is entitled to propose resolutions regarding the issues which the General Meeting is invited to discuss.
A shareholder may demand that, at the General Meeting, directors and the general manager provide available information on matters that may influence assessment of:
- Approval of the annual financial statements and annual report.
- Issues that have been submitted to the shareholders for a decision.
- The Company's financial position, including the operations of other companies in which the Company participates and other issues which the General Meeting will discuss, unless the information requested cannot be provided without causing undue harm to the Company.
If information must be obtained, so that no answer can be given at the General Meeting, a written reply shall be prepared within two weeks after the General Meeting. This reply shall be made available to the shareholders at the Company's office and sent to all the shareholders who have requested such information. If the reply must be regarded as significantly important for assessing factors mentioned in the previous paragraph, the reply shall be sent to all the shareholders with a known address.
Digital Meeting
In accordance with section 1-5 a. of the Norwegian Public Limited Liability Act, the Annual General Meeting will be held only as a digital meeting. Please see Appendix 1 for information on how to participate in the digital meeting. As an alternative to participating in the digital meeting, shareholders can provide voting instructions or vote in advance as set below.
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Attendance at the General Meeting
Pre-registration is not required to attend the General Meeting, but shareholders must be logged on before the meeting starts to cast votes.
Record date
In accordance with section 5-2 (1) of the Norwegian Public Limited Liability Companies Act, only shareholders in the Company as of 23 April 2026 (five business days prior to the general meeting) have the right to participate and vote at the Annual General Meeting.
Proxy forms and advance vote
Shareholders may authorize their own proxy or cast advance votes before the expiry of the registration deadline. Proxy with voting instructions may also be given to the Board Chair, Karl-Christian Agerup. Further instructions are included in the form enclosed with this notice.
The deadline for submitting proxy forms or advance votes is at 16:00 CEST on 28 April 2026.
Shares held on nominee accounts
According to the Norwegian Public Limited Liability Companies Act § 1-8, as well as regulations on intermediaries covered by the Central Securities Act § 4-5 and related implementing regulations, notice is sent to custodians who pass on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who are responsible for conveying votes, proxies or enrollment. Custodians must according to Section 5-3 of the Norwegian Public Limited Liability Companies Act register this with the company no later than 2 working days before the general meeting, meaning 23:59 CEST on 28 April 2026, at the latest.
The Annual General Meeting will be opened by the Board Chair. This notice and its enclosures have been sent to all shareholders with a known place of residence. The annual financial statements and Board of Directors' report stating the proposed allocation of the profit for 2025 and the Auditor's Report, as well as the Remuneration Report, the Remuneration Policy, the Nomination Committee's Report, the proposed amendments to the articles of association, and the auditor statement on coverage for restricted equity in connection with a capital reduction are available on the Company's website www.vend.com/ir. These documents can also be sent by e-mail or by post if ordered on Vend's investor web pages (www.vend.com/ir).
Shareholders may submit any inquiries regarding the Annual General Meeting to DNB Carnegie Issuer Services by phone +47 23 26 80 20 (08:00 am – 3:30 pm).
Oslo, 7 April 2026
FOR THE BOARD OF DIRECTORS OF VEND MARKETPLACES ASA
[sign]
Karl Christian Agerup
Board Chair
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Ref no: PIN - code:
Notice of Annual General Meeting
Annual general Meeting in Vend Marketplaces ASA will be held on April 30 2026, at 12:00 pm (CEST) as a virtual meeting.
The shareholder is registered with the following amount of shares at summons: ___ and vote for the number of shares registered in Euronext per Record date 23 April 2026.
The deadline for electronic registration of advance votes, proxy of and instructions is 28 April at 4:00 pm (CEST).
Electronic registration
Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".
Step 1 – Register during the enrollment/registration period:
- Either through the company's website www.vend.com/ir using a reference number and PIN – code (for those of you who receive the notice by post-service), or
- Log in through VPS Investor services; available at https://investor.vps.no/garm/auth/login or through own account manager (bank/broker). Once logged in – choose Corporate Actions – General Meeting – ISIN
You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:
Enroll Advance Vote Delegate proxy Close
"Enroll" - There is no need for registration for online participation. All shareholders will have the opportunity to log in to the meeting, but in order to have the right to speak and vote, you must have enrolled by the specified deadline.
"Advance vote" - If you would like to vote in advance of the meeting
"Delegate Proxy" - Give proxy to the chair of the Board of Directors or another person
"Close" - Press this if you do not wish to make any registration.
Step 2 – The general meeting day:
Online participation: Please login through https://dnb.lumiconnect.com/100-705-671-869. You must identify yourself using the reference number and PIN - code from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Carnegie Issuer Services by phone +47 23 26 80 20 (08:00-am – 3:00 pm).
If you log in after the meeting has started, you will be granted access, but without the right to vote.
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Ref no:
PIN - code:
Form for submission by post or e-mail for shareholders who cannot register electronically.
The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service to DNB Bank Carnegie Issuer Services, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than 28 April 2026 at 4:00 pm (CEST) if the shareholder is a company, the signature must be in accordance with the company certificate.
*Will be unsecured unless the sender himself secures the e-mail.
shares would like to be represented at the general meeting in Vend Marketplaces ASA as follows (mark off):
☐ Proxy to the Chair of the Board of directors or the person he or she authorizes (mark “For”, “Against” or “Abstain” on the individual items below if you want the Proxy to be with instructions)
☐ Advance votes (mark «For», «Against» or «Abstain» on the individual items below)
☐ Open proxy to the following person (do not mark items below – agree directly with your proxy solicitor if you wish to give instructions on how to vote)
(enter the proxy solicitors name in the block letters)
Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:00 pm) for login details.
Voting shall take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's and the election committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy solicitor determines the voting.
| Agenda for the Annual General Meeting 30 April 2026 | For | Against | Abstain | |
|---|---|---|---|---|
| 1. | Election of chair | ☐ | ☐ | ☐ |
| 2. | Approval of the notice of the Annual General Meeting and agenda | ☐ | ☐ | ☐ |
| 3. | Election of a representative to co-sign the minutes of the Annual General Meeting together with the chair | ☐ | ☐ | ☐ |
| 4. | Approval of the financial statements for 2025 for Vend Marketplaces ASA and the Vend Group, including the Board of Directors’ Report for 2025, as well as consideration of the statement on corporate governance | ☐ | ☐ | ☐ |
| 5. | Approval of the Board of Directors’ proposal regarding share dividend for 2025 | ☐ | ☐ | ☐ |
| 6. | Approval of the auditor’s fee for 2025 and attestation | ☐ | ☐ | ☐ |
| 7. | Advisory vote on Remuneration Report | ☐ | ☐ | ☐ |
| 8. | Remuneration Policy | ☐ | ☐ | ☐ |
| 9. | The Nomination Committee’s report on its work during the period 2025–2026 | No voting | ||
| 10. | Election of shareholder-elected board members | |||
| a) Karl-Christian Agerup | ☐ | ☐ | ☐ | |
| b) Kim Wahl | ☐ | ☐ | ☐ | |
| c) Melina Cruickshank | ☐ | ☐ | ☐ | |
| d) Philippe Vimard | ☐ | ☐ | ☐ | |
| e) Natasha ten Cate | ☐ | ☐ | ☐ | |
| f) Rolv Erik Ryssdal | ☐ | ☐ | ☐ | |
| g) Satu Kiiskinen | ☐ | ☐ | ☐ | |
| 11. | Election of Chair and Deputy Chair | |||
| a) Karl-Christian Agerup as Chair | ☐ | ☐ | ☐ | |
| b) Kim Wahl as Deputy Chair | ☐ | ☐ | ☐ | |
| 12. | The Nomination Committee’s proposal regarding directors’ fees, etc. | ☐ | ☐ | ☐ |
| 13. | The Nomination Committee – fees | ☐ | ☐ | ☐ |
| 14. | Election of Chair of the Nomination Committee | ☐ | ☐ | ☐ |
| 15. | Granting of authorization to the Board of Directors to administer some of the protection inherent in Article 7 of the Articles of Association | ☐ | ☐ | ☐ |
| 16. | Reduction of share capital by redemption of own shares | ☐ | ☐ | ☐ |
| 17. | Authorization to the Board of Directors to buy back Company shares | ☐ | ☐ | ☐ |
| 18. | Authorization to the Board of Directors to increase the share capital | ☐ | ☐ | ☐ |
The form must be dated and signed
Place
Date
Shareholder's signature
GUIDE FOR ONLINE PARTICIPATION VEND MARKETPLACES ASA 30 APRIL 2026
Vend Marketplaces ASA will hold its annual general meeting on 30 April 2026 at 12:00 pm (CEST) as a digital meeting, where you get the opportunity to participate online with your PC, phone or tablet.
We would also like to point out that shareholders have the opportunity to pre-vote or grant a proxy before the meeting. See the notice for further details on how to register this. If you pre-vote or grant a proxy, you can still log in to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the matters.
No registration is required for shareholders who wish to participate online, but shareholders must be logged in before the general meeting starts. If you log in after the general meeting has started, you will be given access to follow, but without the right to vote.
ACCESS THE ONLINE GENERAL MEETING
Go to the following website: https://dnb.lumiconnect.com/
either on your smartphone, tablet or PC. All major known browsers, such as Chrome, Safari, Edge, Firefox etc. are supported.
enter Meeting ID: 100-705-671-869 and click Join Meeting:
Alternatively put direct link in your browser https://dnb.lumiconnect.com/100-705-671-869.
As the company has decided to allow for guest log ins you will be prompted to decide between
EN
If you choose Guests, you will be asked to state your name and e-mail. You will not have the right to vote or speak in the meeting.
If you are a shareholder, choose Shareholder Ref.nr & PIN. You must then identify yourself with.
a) Ref. number from VPS for the general meeting
b) PIN code from VPS for general meeting
Once you are logged in you will be able to see your name, the number of votes you have, and you can choose the system language Norwegian or English.
Please note that you must have internet access during the entire meeting.
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HOW TO FIND YOUR REFERENCE NUMBER AND PIN CODE
All shareholders registered in the VPS are assigned their own unique reference and PIN code for use in the General Meeting, available to each shareholder through VPS Investor Services. Access VPS Investor Services, select Corporate Actions, General Meeting. Click on the ISIN and you can see your reference number (Ref.nr.) and PIN code.
All VPS directly registered shareholders have access to investor services either via https://investor.vps.no/garm/auth/login or internet bank. Contact your VPS account operator if you do not have access.
Shareholders who have not selected electronic corporate messages in Investor Services will also receive their reference number and PIN code by post together with the summons from the company (on registration form).
Shareholder who do not find their reference number and PIN code for access, or have other technical questions is welcome to call DNB Carnegie Issuer Services on phone + 47 23 26 80 20 (between 08:00-15:00)
Custodian registered shareholders: Shares held through Custodians (nominee) accounts must exercise their voting rights through their Custodian. Please contact your Custodian for further information.
VOTING
Matters to be voted on will be pushed to your screen when voting is due. If necessary, click on the VOTING option when available. Normally, all matters will be available for voting at the start of the meeting, and you can vote as quickly as you wish on all matters.
To vote, select FOR, AGAINST or ABSTAIN, and you will see a confirmation text with your choice.
You may also be given an option where you can vote collectively on all matters. If you use this option, you can still override the voting direction on individual matters if desired.
You can change or cancel your votes as many times as you like, until the meeting chair closes the voting on individual matters. Your last choice will be valid.
NB: Logged-in shareholders who have pre-voted or given a proxy will not have voting available.
QUESTIONS / COMMENTS TO THE GENERAL MEETING
MESSAGING
Written questions or comments on the items on the agenda can be submitted by shareholders throughout the general meeting.
To view published questions from other shareholders, or if you yourself wish to ask questions or comment on any of the items on the agenda, select MESSAGES
All shareholders who submit questions or comments will be identified to other shareholders by name, but not by shareholding.
Questions submitted online will be moderated before they are published and will be sent to the meeting chair. Submitted questions will therefore not necessarily appear immediately. If you have technical questions or similar, you will be able to get a direct answer from the moderator that only you will see.