Vend Marketplaces ASA (VENDA) Earnings Call Transcript & Summary

My name is Karl-Christian Agerup, and I'm the Chairman of the Board of Directors of the Marketplaces ASA. I would like to welcome everyone present to this Extraordinary General Meeting of Vend Marketplaces ASA. Are we shifting to the agenda, please? As the Chairman of the Board, I hereby declare this general meeting open. This general meeting is held digitally only. All the items on the agenda are now open for voting, and you may cast your votes. The agenda items and the opportunity to vote will close as the items are processed by the general meeting. Please be informed that the guide on voting and digital participation in this general meeting is available by accessing the symbol on the screen. This guide is also available on the company's website. The notice to this general meeting and the appendices to the agenda are also available on the company's website. In addition to me, the following representatives from the company are present: our CEO, Christian Halvorsen; and our CFO, Per Christian Morland Christian. DNB Carnegie Issuer Services has been retained to assist in conducting the general meeting. That was certain practicalities relating to the general meeting. Before we start handling the items on the agenda, we will take a record of the shares that are legally represented at today's general meeting. The record of shares attending must also be included in the minutes. I will wait for that information.

Yes. Hello, Fred from DNB here. I will read out the represented numbers. We have a total of 71,900,270 shares represented, and those are voting for 10 times. And then 87,496,782 B shares, and this represents then 75.03% of the A shares and 75.53% of the B shares. And I can also say there are no shareholders that has logged in when we took the registration. So we have 9 guest log-ins that are following the meeting today.

Thank you. Now that the record of shares present has been recorded, shareholders who have not already logged in can still do so and attend the general meeting, but that will be without the right to vote. We will now move on to the first item on the agenda, which is the election of the meeting Chair. Next slide, please. For the election of the Chair, the proposal is that Andreas Ehrenclou, lawyer at [ Alvocat ], law firm Don is elected the meeting Chair. We will close the voting shortly. Those who have not yet voted are asked to vote now. [Voting]

Freddy from DNB again. I can confirm based on proxies and advance votes that we have 100% in favor of Andreas as proposed.

Thank you. So no questions or objections have been raised, the voting is closed and the election of the meeting chair has been approved with the necessary majority. I will now hand over the meeting to Andreas. Andreas?

Thank you, Karl-Christian. I will start with certain additional practicalities before we proceed with the agenda. So this general meeting will be conducted in English. The presentation you see on the screen contains the Board's proposal for resolution in English. The notice has been sent out in both Norwegian and English. All shareholders are entitled to speak at the general meeting, shareholders who wish to speak should press a button for this on the screen. You can either send an advanced message in the chat that you want to speak under a specific item or you can wait until the relevant agenda item. We will open your mic for communication when we get to the relevant agenda item. Please state your name before you proceed with your input.

And just one technical information here. This is for registered shareholders. So this is not an option for the guest log-ins. So you will not have this option of writing messages or clicking on taking the vote.

Yes. And on the voting, it is possible to vote for all items on today's agenda now. [Voting] The voting will be closed continuously as we process the items. I will now -- I will not read out the voting results for each individual item, but will inform whether the respective item has received a sufficient majority to be approved or not funding Final voting results will appear in the minutes published after the general meeting. We now move on to the next item on the agenda. I remind you that you can vote while I present the items. So next slide, please. Item 2 on the agenda is the approval of the notice of the Annual General Meeting and the agenda. The notice of the extraordinary general meeting with the proposed agenda and accompanying documents were announced through the stock exchange system and made available on the company's website on the 29th of September 2025. The notice as well as the registration and proxy forms were sent to each shareholders on the same day, i.e., within the same -- within the 3-week deadline. The notice has thus been distributed in accordance with the public Companies act, Section 510. There are no questions or as no questions or objections have been raised. We will now close voting. Yes. So we can now confirm that the item has been approved. Moving on to item 3. Please feel free to vote or ask questions while I summarize the proposal. The Public Companies Act has provisions stating that the minutes must be signed by the meeting Chair and at least one other person chosen by the general meeting among those present. It is proposed that Simen Bjireth Mosten is elected as co-signer of the minutes. We will soon close voting. [Voting] Okay. No questions or objections have been raised. The voting is now closed, and we can confirm we have the sufficient majority of the votes. Moving on to Item 4, which is the proposal to remove the company's dual share class structure. We would like to start with explaining the special voting requirements. So for the combination of the share classes, aspecial voting requirement is triggered. For the required change in the articles of association, 3/4 of the votes cast and the share capital present at the AGM must vote in favor of the resolution. In addition, 3/4 quarters of the Class A shares present at the AGM must also vote in favor. Further, due to the voting rights of A shares being reduced, a majority amongst the shareholders owning only Class A shares is required. At least half of those votes from those shareholders holding only A shares must vote in favor. This means that shareholders with both A and B shares are excluded from this count. In connection with the sale of the company's news media operations to Blndholmnduste in 2024, it was agreed that the company's current dual share class structure would be removed during the course of 2025. At present, the company's share capital is divided into A shares and B shares. Each A share carries 10 votes at the company's general meeting and each B share carries 1 vote. Both classes of shares enjoy the same economic rights. The Board of Directors is proposing that the dual share class structure is removed by amending Section 4, resulting in 1 class of shares in the company with each carrying 1 vote. The Board of Directors is also proposing to amend Section 7 and 8 of the Articles of Association to reflect removal of the dual class share structure. All proposed amendments to the Articles of Association have been set out in the notice. It is proposed that the holders of A shares shall be compensated for the loss of premium at which the A shares have been trading to the B shares by way of a rights issue. The Board of Directors will approve the share issue based on an amended authorization to increase the share capital subject to the general meeting's approval of such amendment as per Item 5 on today's agenda. The details of the proposed share issue is set out in the notice, and I will not go through it in detail here. I would, however, like to highlight the change in the process communicated by the company on 20th of October 2025. In the notice, it was stated that the subscription rights would be listed on the Euronext Oslourse. However, as announced in the stock exchange notification on 20th of October, the company has decided not to seek a listing of the subscription rights due to feedback from the Norwegian Financial Supervisory Authority informing that this would require a prospectus. If anyone has any questions or would like further clarification, Chair of the Board, the CEO and the company's advisers are available to answer. If there are no further questions, we will proceed to vote on the Board's proposal for the combination of the share classes and amendments to the Articles of Associations with understanding that implementation is conditional upon the approval of Item 5. The proposed resolution under Item 4, together with the proposed changes to Article 4, 7 and 8 of the articles is included in the notice, and I will not go through these in detail unless requested to do so. Okay. And we have received one question, which I will read out loud and ask the Chairman to answer. And the question is, Mr. Chairman, the Board of Vent has chosen not to amend Article 6 restrictions on ownership and voting rights in the Articles of Association. Could you please explain the rationale for maintaining Paragraph 6 unchanged given that other amendments are being made to neutralize super voting rights?

Yes, I can give a brief answer to that. The reason for a change in that paragraph was not being made was that all the changes that has been made today are basically reversing the changes made in 2015 when the dual tier share structure was introduced in 2015. That was also the agreement with the buyer of Schibsted Media as we were separating them into a separate company. The Board has not considered other changes to the bylaws other than that.

Thank you, Karl-Christian. There are no further questions, and we are now closing the voting.

And Freddy from DNB. I can confirm that all the special requirements have been met as there are only 1,080 shares that has voted against on this item #4.

Thank you. That means the Board's proposal for the removal of the company's dual share pass structure and the amendments to the articles have been adopted. If the next slide, we will move on to the approval of the Board's authorization to issue shares to the Board of Directors at the Annual General Meeting. Under the current authorization, the Board is authorized to issue B shares in the company. Following the combination of the share classes, the reference to the B shares is no longer relevant and the company -- and the Board of Directors has therefore proposed to amend the authorization to apply to ordinary shares. No other changes to the authorization has been made. The proposed resolution under Item 5 is included in the notice displayed on the screen, and so I will not read out the proposals. If you have not voted, please do so now. No questions or objections have been raised, and we are now closing voting.

And we can confirm that this item also has received sufficient majority on all the requirements.

Thank you. The next item on the agenda is the reduction of the share capital by redemption of owned shares. The company currently holds 1, sorry, 1,195,678 shares and 13,678,627 B shares acquired through completed buyback programs. Following the share collapse, the Board of Directors proposes to redeem 14,874,297 ordinary shares by way of a share capital reduction in accordance with Section 121 first sub Paragraph 2 of the Public Companies Act. The Board proposes to retain the remaining 300,000 owned shares to be used in the company's share-based incentive schemes. Pursuant to Section 12.2 of the Public Companies Act, the company's auditor has confirmed that after reduction, the company's non-distributable equity will be fully covered. The confirmation is available on the company's website. If you have not voted, please do so now.

And we can confirm a sufficient majority also on this item.

Item 7 on today's agenda is the authorization of the Board of the authorization of the Board to buy back company shares. As a result of the company's acquisition of shares under previous buyback programs, the company has acquired shares corresponding to 6.4% of the company's share capital since the Annual General Meeting in 2025. In order to give the company the flexibility to continue using buybacks of shares as a means to distribute capital to shareholders going forward, the Board of Directors proposes that the Extraordinary General Meeting resolves to grant the Board of Directors a new authorization to buy back up to 10% of the company's shares for a period from the date of this Extraordinary General Meeting and until the Annual General Meeting of the company in 2026, but in no event later than 30th of June 2026. The shares may serve as settlement or compensation in the company's share-based incentive schemes as well as the employee share saving plan. The shares may also be used to improve the company's capital structure. The proposed resolution is included in the notice and displayed on the screen, so I will not read the proposed resolution. We will soon close voting. If you have not voted, please do so now. [Voting] And we can confirm sufficient majority also on the site. The voting is closed and the Board's proposal has been adopted. We have now gone through all the items on the agenda and the Annual General Meeting in the Venmarkplaces ASA is therefore concluded. Thank you for your attendance. I hereby declare the general meeting adjourned.