Vend Marketplaces ASA

Share Issue/Capital Change • Sep 26, 2025

Vend Marketplaces ASA (VENDA/VENDB) - Vend proposes removal of dual-class share structure

Vend Marketplaces ASA (VENDA/VENDB) - Vend proposes removal of dual-class share structure

26.9.2025 18:42:04 CEST | Vend Marketplaces ASA | Inside information

REMOVAL OF DUAL-CLASS STRUCTURE

Reference is made to Vend Marketplaces ASA's ("Vend" or the "Company") sale of

its news media division to the Tinius Trust in 2024 as first announced on 11

December 2023. As part of the sale, it was agreed that the Company's current

dual-class share structure would be removed during the course of 2025. The

Company's share capital is currently divided into A-shares and B-shares. Each

A-share carries ten votes at the Company's general meeting, and each B-share

carries one vote. The shares carry the same economic rights in all respects.

The Board of Directors proposes that the dual-class share structure is removed

by way of an amendment to the Company's articles of association. This will

result in the Company having only one class of shares, each carrying one vote.

The Company will call for an extraordinary general meeting to be held on or

about 22 October 2025. The notice and additional documentation of such

extraordinary general meeting will be announced separately.

COMPENSATION TO HOLDERS OF A-SHARES PROVIDED THROUGH PROPOSED RIGHTS ISSUE

The A-shares are trading at a premium to the B-shares, reflecting the increased

voting rights of the A-shares. The Company will compensate the holders of

A-shares for the loss of the premium at which the A-shares have been trading

compared to the price of the B-shares. As described in the announcement of 11

December 2023, it was agreed that the compensation would be based on the average

premium at which the A-shares had been traded to the B-shares for the last nine

months before the announcement of that transaction on 11 December 2023, i.e.

during the nine-month period ending on 8 December 2023. The size of this premium

is 6.46%.

The compensation to the holders of A-shares will be provided through a proposed

rights issue and a cash payment in lieu of shares for those shareholders who

will not be able to participate or do not subscribe for shares in the proposed

rights issue. The rights issue will be approved by the Board of Directors based

on an amended version of the existing authority to increase the Company's share

capital.

Below is a summary of the key terms of the proposed rights issue and cash

payment in lieu of shares:

* The rights issue will comprise up to 6,204,568 new ordinary shares in the

Company, each with a nominal value of NOK 0.50.

* The holders of A-shares will receive one (1) subscription right to subscribe

for the new shares for each A-share, which means that holders of A-shares will

receive a number of subscription rights that equals their registered holdings of

A-shares in the VPS on a record date expected to be 29 October 2025. 15.45

subscription rights will be required to subscribe for one new ordinary share.

Ineligible Holders (as defined below) may not exercise subscription rights (see

further information below).

* The subscription rights will be tradable and will be listed on Euronext Oslo

Børs from and including the first day of the subscription period and until 16:30

(Oslo time) four trading days prior to the expiry of the subscription period.

Over-subscription and subscription without subscription rights will not be

permitted.

* The subscription period is expected to be from 30 October to 13 November 2025.

* The subscription price for new shares will be equal to the par value, i.e. NOK

0.50. The total subscription amount will thus be NOK 3,102,284 if the rights

issue is fully subscribed.

* The subscription rights will have an economic value if the Company's shares

trade above the subscription price during the subscription period. Existing

shareholders who do not use their subscription rights will experience a dilution

of their shareholding in the Company.

* 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 rights 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 intends to arrange for Danske Bank A/S NUF ("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 and sell those shares in the

market. 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.

PROPOSED SHARE CAPITAL REDUCTION

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

the Board of Directors has resolved to propose a reduction of 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 will be included in the

notice of the extraordinary general meeting.

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, 26 September 2025

VEND MARKETPLACES ASA

DISCLOSURE REGULATION

The information contained herein is considered to be inside information pursuant

to the EU Market Abuse Regulation (MAR) and is subject to the disclosure

requirements pursuant to MAR article 17 and section 5-12 of the Norwegian

Securities Trading Act. This stock exchange release was published by Simen

Bjølseth Madsen on 26 September 2025 at 18:40 CEST.

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/17847482/18667353/6448/Download%20announce

ment%20as%20PDF.pdf