27.10.2025 17:15:32 CET | 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 on 26 September and 22
October 2025 by Vend Marketplaces ASA (the "Company") regarding the collapse of
the Company's two share classes and the proposed share issue at par value
reserved for the holders of A shares (the "Share Issue").

The Board of Directors has today, pursuant to the authorisation amended by the
Company's extraordinary general meeting on 22 October 2025, resolved the share
capital increase pertaining to the Share Issue as follows:

 * The share capital of the Company will be increased by NOK 3,102,284 through
   the issuance of 6,204,568 new ordinary shares (the "New Shares").
 * The subscription price will be NOK 0.50, which is equal to par value,
   resulting in gross proceeds of NOK 3,102,284.
 * Each holder of A shares in the Company as of 27 October 2025, as registered
   in the Norwegian Central Securities Depository on 29 October 2025 (the "
   Record Date"), will be granted 1 subscription right(s) for every A share held
   in the Company on the Record Date. Over-subscription and subscription without
   subscription rights will not be permitted.
 * The Subscription Rights will be issued without consideration and will be
   transferred to your VPS account on 30 October 2025.
 * 15.45 subscription rights will, subject to applicable securities laws, give
   the right to subscribe for and be allocated one New Share in the Share Issue.
 * The subscription period for the Share Issue is from 09:00 hours (CET) on 30
   October 2025 to 16:30 hours (CET) on 13 November 2025.
 * Danske Bank A/S will commit to subscribe for remaining shares not subscribed
   for during the subscription period, whether as a result of passivity or legal
   restrictions on the part of the eligible shareholder. Danske Bank A/S will
   sell the New Shares allocated to it in the market, and the net proceeds of
   such sale will be distributed to eligible shareholders who have not exercised
   their rights. No payments will be made to shareholders for amounts below NOK
   50.

A subscription document relating to the Share Issue will be sent to all
shareholders who are not Ineligible Holders. Further information about the Share
Issue will be available on the Company's website from commencement of the
subscription period.

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, 27 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, 
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/17847482/18699372/6512/Download%20announce
ment%20as%20PDF.pdf