Good afternoon. My name is Karl-Christian Agerup, and I am the Chairman of the Board of Directors of Vend Marketplaces ASA. I would like to welcome everyone present to the Annual General Meeting of Vend. As the Chairman of the Board, I hereby declare this general meeting for opened. The 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 a guide on voting and digital participation in this general meeting is available by accessing the i symbol on the screen. This guide is also available on the company's website. The notice to this general meeting and 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 Printzell Halvorsen, and our CFO, Per Christian Mørland. In addition, the Chair of the Nomination Committee, Trond Berger, and the company's auditor, PricewaterhouseCoopers, represented by Eivind Nilsen, are available. DNB Carnegie Issuance Services has been retained to assist on conducting the general meeting. This was certain practicalities relating to the general meeting. Before we start handling the items on the agenda, we will take record of the shares that are legally represented at today's general meeting. The record of shares attending has also been included in the minutes.
Yes, I will now read up the represented votes at the general meeting. We have 115 million 724,389 shares present by advanced votes. We have 43 million 211,126 shares represented by proxy. We have three shareholders who are attending and voting online, representing a total of 210,448 shares, which sums up to a total of 159 million 145,963 shares, representing 75.66% of the voting share capital. The figures will also be presented in the minutes, which will be published after the general meeting. Thank you.
Thank you, Andreas. 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, 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. This requires a simple majority of the votes. For the election of the chair, the proposal is that Andreas Ehrenclou , lawyer at Advokatfirmaet Wiersholm, is elected as meeting chair. We will close the voting shortly. Those who have not yet voted are asked to vote now.
Yeah, we can confirm that it's been approved.
Thank you. No questions or objections have been raised. The voting is closed, and the election of the meeting chair has been approved. I will now hand over the management of the meeting to Andreas.
Thank you, Karl-Christian. First, I have certain practicalities before we proceed with the items on the agenda. The general meeting will be conducted in English. The presentation you see on the screen contains the board's proposal for resolutions 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 the button for this on the screen. Please indicate the agenda matter on which you would like to speak. You can either send an advance message in the chat that you want to speak under a specific item, or you can wait until we get to the relevant agenda item. We will open your mic for communication when we get to the relevant item. Please state your name before you proceed with your input.
Oral input is encouraged. If you want to give input or ask questions in writing, that is possible by submitting your input in the chat. Written input will be read aloud. Shareholders who have requested to speak will be given the word first in the order received. Written input will be dealt with thereafter. Both the Chairman and CEO are present and available for questions under the relevant items. It is possible to vote for all items on today's agenda now. The voting will be closed continuously as we proceed the items. 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. 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. Item 2 on the agenda is the approval of the notice of the Annual General Meeting and the agenda. The notice of the Annual General Meeting with the proposed agenda and accompanying documents was announced through the stock exchange systems and made available on the company's website on 7th of April, 2026. The notice, as well as registration and proxy form, were sent out to each shareholder on the 8th of April, i.e., within the three week deadline. The notice has thus been distributed in accordance with the Public Companies Act section 5-10. One last reminder to vote.
No questions or objections have been raised. The voting is now closed. The proposal has been adopted, and the general meeting is legally convened.
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 Jann-Boje Meinecke is elected as co-signer of the minutes. We will soon close voting.
No questions or objections have been raised. The voting is now closed, and the election of the co-signer has been approved with the necessary majority. Item 4 on today's agenda is the approval of the 2025 annual accounts for Vend Marketplaces ASA and the group, including the Board of Directors' report for 2025 and the consideration of the corporate governance statement. The financial statements, including the annual accounts and the annual report, have been made available on the company's website.
For your information, the company's auditor, PwC, has issued a report without remarks, and the report is included in the annual report. Furthermore, the company has prepared a statement on corporate governance in accordance with the Accounting Act, Section 2-9. The statement is also available on the company's website. According to the Public Companies Act, Section 5-6, the general meeting shall review the corporate governance statement, but it's not subject to voting.
Before we proceed to the approval of the annual accounts and the annual report, the CEO, Christian Printzell Halvorsen, will provide an overview of the financial statements. Please be informed that in addition to Christian Printzell Halvorsen, the CFO, Per Christian Mørland, and the company's auditor, Eivind Nilsen from PwC, are available if there are any questions or comments under this agenda item.
Thank you, Andreas. 2025 was a defining year for Vend, and becoming Vend marked the completion of a transformation already well underway. Today, we stand as what we set out to be, which is a focused and pure play Nordic marketplace company, united as one team and one Vend. We simplified significantly exiting non-core assets, completing the Schibsted separation, and we removed the dual class share structure, while at the same time advancing our platform migration. This drove solid double-digit ARPA growth across verticals and scaled our transactional business. We returned approximately NOK 7.9 billion to shareholders through buybacks and dividends, which re-reflects our commitment to disciplined capital allocation. Despite the demanding market environment, our focus on monetization and cost discipline delivered strong results.
Full year EBITDA reached NOK 2.1 billion, a 30% increase compared to 2024, which really demonstrates the earnings power of our focused marketplace model. The work of the past two years has strengthened Vend, really positioned us for the future. We are more focused, more aligned, and better equipped than we were just a few, a short time ago. As you will have seen from the Q1 report this morning, we delivered a strong start to the year on profitability. Verticals grew revenues 9%, group EBITDA improved 36%, and the margin expanded 9 percentage points to 36%. As communicated last week, we do not expect Mobility to achieve revenue growth in line with the 12%-17% target range in 2026.
Our position remains strong, and bringing Mobility back to stronger growth is a clear priority for us. We do expect that the cost base will decline up by approximately NOK 100 million compared to 2025. Having completed our NOK 2 billion buyback program, we announced today a new NOK 4 billion program to be conducted in two tranches. Back to you, Andreas.
Thank you. The proposed resolution under Item 4 is now displayed on the screen. If you have not cast your vote, I ask that you do so now, as the voting will close shortly. No questions or objections have been raised, and we are now closing the voting. The Board's proposal for the approval of the annual accounts and the Board of Directors' report have been adopted. Item 5 on today's agenda is the approval of the Board of Directors' proposal regarding share dividend for 2025. The Board proposes that based on the 2025 annual accounts, a dividend of NOK 2.5 per share be distributed, excluding shares owned by the group.
The dividend will be paid out on 12th May, and the share will be traded on the Oslo Stock Exchange exclusive of dividend from 4th of May 2026. No questions or objections have been raised, and we are now closing the voting. The Board's proposal regarding share dividend for 2025 has been adopted. Item 6 on today's agenda is the approval of the auditor's fee for 2025 and the attestation of the company's sustainability reporting. As shown on the screen, the Board of Directors proposes that the fee for PwC, the company's external auditor for 2025, for the legally required audit and the attestation of the company's sustainability reporting in the total amount of NOK 6,202,680 are approved. The voting will close in a couple of seconds.
No questions or objections have been raised, and we're now closing the voting. The Board's proposal for the approval of the auditor's fee for 2025 has now been adopted. The next item on the agenda is an advisory vote on the remuneration report for senior executives for the accounting year 2025. The company has prepared a report on the paid and outstanding remuneration for senior executives in accordance with the Public Companies Act, Section 6-16 B. This has been published and is available on the company's website. The report has been altered by the company's auditor in accordance with the fourth paragraph of the same provision. The general meeting is asked to give an advisory vote on the report. The Board recommends that the general meeting, through this vote, endorses the remuneration report. No comments have been received.
The advisory vote shows that the report has received the endorsement of the general meeting. The next item on today's agenda is approval of the remuneration policy for senior executives. In accordance with Section 616 A of the Public Companies Act, the Board of Directors has prepared a remuneration policy for the company's senior executives. The current remuneration policy was approved at the Annual General Meeting in 2025. The Board of Directors proposes to update the current remuneration policy to clarify the disclosure of the CEO's maximum annual incentive cap and to improve the transparency and governance standards by formalizing shareholder requirements, introducing a capped recruitment retention flexibility provision, and formalizing the principles for treatment of variable pay on termination. The update also reflects enhancements to the All Employee Share Savings Plan. The new and amended remuneration policy is available on the company's website.
Pursuant to Section 616 A of the Public Companies Act, material changes to the company's remuneration policy shall be assessed and approved by the general meeting. Subject to approval by the general meeting, the remuneration policy may apply for a period of up to four years. The voting will close in a couple of seconds. No comments have been received. The company's policy for remuneration to senior executives has been adopted. Moving on to the items on the agenda item that relate to the Nomination Committee's recommendation. We will start with Item 9, which is the Nomination Committee's reports on its work in the period 2025 to 2026. I will let the chair of the Nomination Committee, Trond Berger, present the Nomination Committee's report. Note that the Nomination Committee's report is available on the company's website. Trond?
Thank you, Andreas. The board consists of seven shareholders and three employees elected, and the Nomination Committee consists then of Ann Kristin Brautaset from Folketrygdfondet and Andreas Haug from Vor Capital, and then myself, Chair, representing Blommenholm Industrier . We have looked at the board competence and conducted several interviews of candidates. Rune Bjerke and Ulrike Handel will not stand for re-election, the Nomination Committee then proposed that Kim Wahl is then elected as a new board member, and he has extensive experience from the private equity and also have a private company himself today, and also extensive experience from large corporations in the Nordics.
We believe he will be a good and strong member of the Vend board. We have proposed also that Melina Cruickshank from Vend REA Group will be nominated to the company. She has also extensive experience, especially in the product development in vertical in the marketplace industry. She is based out of Australia but has committed herself to really be participating also in the board meetings in Vend. We believe she has the competence that the board could really benefit. The Board will consist of Karl-Christian as chair, Kim Wahl, new Vice Chair, Melina Cruickshank from Australia as explained. Philippe Vimard continue, he's French. Natasha ten Cate, Dutch, continue, Rolv Erik Ryssdal, Norwegian, Satu Kiiskinen, Finnish.
That's the recommendation from the Nomination Committee.
Thank you, Trond. There will be no voting on this item, so we will now proceed to Item 10 on today's agenda, which is the election of the board members, presented by Trond Berger. The full proposal of the proposed shareholder elected board members is now on display on the screen. Note that all members are elected for a period of one year. Shareholders may vote on each individual proposed board member separately, and the voting will happen at the same time. We will soon close the voting, so we ask shareholders who have not voted to do so now. No comments have been received. The Nomination Committee's proposal has been adopted by the general meeting. The 11th item on today's agenda is also a proposal from the Nomination Committee.
The Nomination Committee proposes that Karl-Christian Agerup is elected as the Chairman of the Board and that Kim Wahl is elected as the deputy chairman. We will now wait a couple of seconds while the voting takes place. No comments have been received. The Nomination Committee 's proposal has been adopted by the general meeting. The next item on today's agenda is the determination of the remuneration for the members of the board for the period from the Annual General Meeting in 2026 to the Annual General Meeting in 2027. The Nomination Committee 's proposal is included in the notice and in the Nomination Committee 's report available on the company's website. The proposal is. We will now proceed to voting, and those of you who have not voted, are asked to do so now.
The voting is closed, and the Nomination Committee 's proposal for remuneration to the board members has been adopted. Moving on to Item 13 and determination of remuneration for the members of the Nomination Committee for the period from the Annual General Meeting in 2026 to the Annual General Meeting in 2027. The Nomination Committee has proposed that the chair of the Nomination Committee receives a remuneration of NOK 177,000, and the other members each receive remuneration of NOK 110,000. I would ask then that those who have not voted do so now. The voting is closed, and no input has been received on the fee proposal. The Nomination Committee 's proposal has been adopted.
The next item on the agenda is the election of the Chair of the Nomination Committee. The current Nomination Committee consists of Trond Berger, Ann Kristin Brautaset, and Andreas Haug. Ann Kristin Brautaset and Andreas Haug were elected at the AGM in 2025 for a period of two years, while Trond Berger was elected at the AGM in 2024 for a period of two years. Trond Berger stands for re-election. The Nomination Committee proposes to re-elect Trond Berger as the chair of the Nomination Committee for a period of two years from the Annual General Meeting in 2026. We will close the voting shortly.
The voting is closed. Trond Berger is elected as the Chair of the Nomination Committee until the general meeting in 2028. The next item on the agenda is the granting of authorization to the Board of Directors to administer some of the protection inherent in Article 7 of the company's articles of association.
Section 7 of the article sets out that certain decision concerning the group's business must be resolved by the general meeting. The articles allow for this decision-making authority to be fully or partially delegated to the Board of Directors. In accordance with previous practice, it is proposed that the board is granted the right to make decisions within the framework provided by the proposal. Section 7 of the articles of association is included in the notice. The proposed authorization is identical to the authorization granted at the AGM in 2025, apart from the removal of the two share classes approved by the general meeting of the company in October 2025. The proposed authorization is now on the screen. We will close voting shortly. If you have not voted, please do so now. Sorry, here it is.
The voting is closed, and the proposal to grant the board the authorization, in accordance with Section 7 of the articles has been adopted. The next item on the agenda is the reduction of the share capital by redemption of own shares. On 25th of November, 2025, the company announced the initiation of the first tranche of a share buyback program with a total frame of up to 3% of the issued shares with a maximum value of NOK 2 billion. As stated in the notice, the share buyback program was still ongoing as at the date of the notice.
The Board of Directors proposes to redeem shares acquired as part of the buyback program as of 1st of April, 2026, namely 7,298,880 shares by way of a cap share capital reduction in accordance with Section 12-1 of the Public Companies Act. The Board proposes to retain the remaining 300,000 shares to be used in the company's share-based incentive schemes. Following the proposed reduction, the company will have a share capital of NOK 105,455,905.50, divided into 210,911,811 shares, each with a nominal value of NOK 0.5.
Pursuant to Section 12-2 of the Public Companies Act, the company's auditor has confirmed that after the reduction, the company's non-distributable equity will be fully covered. The confirmation is available on the company's website. The proposed resolution is included in the notice and displayed on the screen, so I will not read the proposal out loud. If you have not voted, please do so now. The voting is closed, and the Board's proposal has been adopted. Item 7 on the agenda is the authorization. Sorry. Item 17 on the agenda is the authorization to the Board to buy back company shares.
The Board of Directors proposes that the general meeting resolves to grant the Board of Directors an authorization to buy back up to 10% of the company's share for a period from the date of this Annual General Meeting until the Annual General Meeting of the company in 2027, but in no event later than June 30, 2027. 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 company will, following the reduction of the share capital in Item 16 above, have a share capital of NOK 105 million, 455, 905.5, divided into 210 million, 911 , 811 shares, each with a nominal value of NOK 0.5. The proposed resolution is included in the notice and displayed on the screen, I will not read the resolution out loud. We will soon close the voting, if you have not voted, please do so now. The voting is now closed, the Board's proposal has been adopted.
Now for the final item on today's agenda, is the authorization of the Board to increase the company's share capital. Similar to previous years, the Board proposes that the Annual General Meeting grants the Board of Directors authorization to issue new shares in the company.
Prior to the share collapse, which was completed in October 2025, the previous board authorization was only for the issuance of B shares limited to 10% of the share capital within the B share class. Following the combination of the company's share classes, the proposed authority is now limited to 10% of the total share capital. The proposed authority includes the right to set aside preemptive rights of existing shareholders. The proposed resolution is included in the notice and displayed on the screen. We will soon close the voting. If you have not voted, please do so now. 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 Vend Marketplaces ASA is therefore concluded. Thank you for your attendance. I hereby declare the general meeting adjourned.