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
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 2025VEND MARKETPLACES ASA
DISCLOSURE REGULATIONThis 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.
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.