Vend Marketplaces to simplify share structure, reduce capital

Vend Marketplaces ASA has called an extraordinary general meeting for October 22, 2025, to address the proposed removal of its dual-class share structure. This change, which consolidates A-shares and B-shares into a single class of ordinary shares, is scheduled to take effect from October 27, 2025. Trading in the new ordinary shares will commence on October 28, 2025. The shift follows the company's 2024 sale of its news media division, which removed the original rationale for the dual-class system. As A-shares currently trade at a premium due to enhanced voting rights, the company plans to compensate A-shareholders via a rights issue at NOK 0.50 per share, based on a 6.46222% premium.

Additionally, the board proposes a reduction in share capital following a buyback program completed on June 17, 2025. This involved the acquisition of 13,495,918 shares (482,670 A-shares and 13,013,248 B-shares). The proposal includes redeeming 14,874,297 ordinary shares, reducing the share capital by NOK 7,437,148.5, to result in a share capital of NOK 106,003,061.5 divided into 212,006,123 ordinary shares. The remaining 300,000 own shares will be retained for incentive schemes. Shareholders will also vote on amending the board’s authorization to issue shares, removing the prior restriction to only issue B-shares, and granting new authorization to buy back up to 10% of company shares.