20.10.2025 19:11:51 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") on 26 September 2025, and the notice of the extraordinary general
meeting in Vend Marketplaces ASA on 22 October 2025, published on 29 September
2025.

If the proposed combination of Vend's share classes is approved by the
extraordinary general meeting on 22 October 2025, Vend will carry out an
offering of new shares to the holders of A-shares as compensation for the loss
of premium resulting from the combination of the share classes. The share
offering will be carried out at nominal value NOK 0.50 per share. The share
offering will be carried out without the publication of a prospectus based on
applicable exemptions under the prospectus rules. Vend had intended to list the
subscription rights in the share offering on Euronext Oslo Børs in the period
from 30 October to 6 November 2025. However, Vend has been informed that the
Norwegian Financial Supervisory Authority ("NFSA") considers that the listing of
the subscription rights on the Oslo Stock Exchange would require the publication
of a listing prospectus. Based on the feedback from the NFSA, the costs involved
in the preparation of a listing prospectus, the limited size of the share
offering and the cash compensation mechanism described below, the company has
resolved to proceed with the offering without listing the subscription rights on
the Euronext Oslo Børs.

Other than this, no changes will be made to the process described in the notice
of the extraordinary general meeting published on 29 September. No changes will
be proposed in the draft resolutions to be considered at the extraordinary
general meeting.

As previously communicated, 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 share offering 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.

For further information, please contact:

Jann-Boje Meinecke, SVP FP&A and Investor Relations, +47 941 00 835, ir@vend.com
Simen Bjølseth Madsen, Investor Relations Officer, +47 992 73 674, ir@vend.com

Oslo, 20 October 2025

 

VEND MARKETPLACES ASA

 

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/17847482/18692565/6491/Download%20announce
ment%20as%20PDF.pdf