Index
3 Vend at a glance
4 Message from the CEO
5 Board of Directors' report
5 Members of the Board
6 Year in review and Outlook
10 Corporate governance
17 Sustainability Statement
63 Financial statements for the Group
68 Notes to the consolidated financial statements
115 Alternative performance measures
118 Financial statements for parent company
128 Auditor’s report
136 Share information
VEND ANNUAL REPORT 2025
VEND AT A GLANCE
3
Vend at a glance
Vend is a pure-play marketplaces company focusing on Mobility, Real Estate, Jobs, and
Recommerce. By gathering beloved and trusted brands such as FINN, Blocket, Tori, and DBA
under one roof, we unite as a powerful force of innovation to accomplish our vision of making
smart choices easy.
Vend
Vend’s leading online marketplaces across Norway, Sweden,
Finland, and Denmark connect millions of buyers and sellers every
month, facilitating transactions spanning jobs, real estate, mobility,
travel, and consumer goods. By making smart choices easy and
trusted, we help people navigate important life decisions with
greater clarity and confidence.
In 2026, we continue to strengthen our vertical positions while
advancing AI-driven capabilities that improve relevance, efficiency,
and user experience for both users and professional customers. As
AI becomes more deeply embedded in our platforms, we scale it with
a focus on transparency, governance, and user trust. Across all
verticals, we integrate sustainability into our core business by
enabling circular and resource-efficient choices where relevant,
promoting inclusion and fair opportunities, and building a trusted AI
foundation for long-term platform confidence and growth.
Mobility
Buying or selling a car is one of life’s bigger decisions. Across
Norway, Sweden and Denmark, FINN, Blocket, Bytbil, DBA, and
Bilbasen connect supply and demand in a trusted ecosystem,
helping millions of people find their next way to move. By
strengthening partnerships with dealers and manufacturers and
expanding our transactional capabilities, we are building a more
transparent and efficient car market. Our platforms give strong
visibility to pre-owned vehicles and the growing supply of electric
cars, supporting more cost-efficient and lower-impact mobility
choices. Clearer information and structured processes help users
compare options with confidence.
Nettbil and AutoVex strengthen our position in the growing C2B
segment in Norway and Finland, enabling consumers to sell cars
directly to professional buyers. By building close partnerships with
dealers and manufacturers, and continuing to develop our
transactional capabilities, we are creating a more transparent,
efficient and scalable ecosystem for cars in the Nordics.
Jobs
Our purpose is to create equal job opportunities for everyone. As the
leading jobs marketplace in Norway, we connect talent with
opportunity at scale. Inclusion and fair access are embedded in how
our marketplace functions. Transparent listings, structured data,
and continuously improved matching technology help reduce bias
and widen access to opportunity. As AI plays a growing role in job
matching and screening, we prioritise solutions that are
transparent, fair, and trusted by candidates and employers alike.
By combining broad reach with inclusive product design and
responsible technology, we contribute to a more dynamic and
accessible labour market in a time of rapid economic and
technological change.
Real Estate
Through our marketplaces, Real Estate makes your next move
easier, whether buying, selling, or renting. FINN remains the clear
market leader in Norway, Oikotie is number one in selected key
markets in Finland, and in Sweden, Qasa is the leading digital rental
marketplace, and HomeQ continues to strengthen our rental
offering as a leading B2C marketplace. Across the Nordics, Qasa and
our transactional rental model has been scaled to Norway and
Finland, creating safer and more seamless rental experiences.
Transparent listings, secure payments, and data-driven services
reduce friction and build trust in what are often complex markets.
By promoting fair marketplace practices and functionality designed
to lower barriers to participation, we contribute to more accessible
and transparent housing markets while supporting more resource-
efficient housing choices over time.
Recommerce
Recommerce is central to enabling smarter and more sustainable
everyday choices. Our marketplaces — FINN, Tori, DBA, and Blocket
— generate more than 100 million visits each month and reach
nearly every household across the Nordics. By making it easy to buy
and sell second-hand, we extend product life cycles and enable
more resource-efficient consumption at scale. Our focus is on
convenience, safety and value, ensuring that circular trade is a
practical and attractive option for consumers and professional
customers alike.
Through continued investment in AI-driven search and
recommendations, secure payments, and integrated logistics, we
reduce friction and strengthen trust between buyers and sellers. As
circular consumption grows, Recommerce represents both a
meaningful societal contribution and a significant long-term growth
opportunity for Vend.
VEND ANNUAL REPORT 2025
MESSAGE FROM THE CEO
4
A strong foundation to build on
2025 was a defining year for us. Becoming Vend marked the
culmination of a transformation already well underway. Today, we
stand as what we set out to be: a focused, pure-play Nordic
marketplace company, united as one team, one Vend.
The launch of Vend in May involved more than a change of name; it
marked an important milestone for us and a clear expression of our
ambition to create world-leading marketplaces that are loved,
trusted, and easy to use.
Our new identity is built around the vision ‘Smart choices made easy’.
It reflects our role in everyday life across the Nordics, and our
commitment to strengthening our four core verticals: Mobility, Real
Estate, Jobs, and Recommerce. Our marketplaces support some of
life’s most important decisions, such as finding a job, a home, a car or
essential second-hand goods. That’s why trust, relevance, and
accuracy matter deeply to us and guide us in delivering sustainable
value to our users, customers, and shareholders.
Building on the structural changes implemented in 2024, 2025 was
about doing the work and delivering on our goals. We divested most
of our non-core assets, sharpening our strategic focus and allowing
us to focus fully on what we do best. We also simplified our company
structure and finalised the separation from Schibsted Media.
Together, these steps have reduced complexity and made it easier
for us to move faster.
Verticalisation remains central to how we grow. During 2025, we
introduced a range of vertical-specific product and pricing
initiatives, driving strong ARPA growth across key segments.
Transactional revenues continued to grow, reflecting increasing user
demand for more convenient, end-to-end services, and we rolled out
new and refined transactional Recommerce services across all our
markets.
We also reached major milestones in the migration to our common
tech platform, with Blocket joining Tori and DBA on the shared
platform in November 2025. With nearly all major brands now
operating on the same platform, we are able to scale pricing,
products and transactional services more efficiently across markets.
Just as importantly, we can now build once and launch new
capabilities, including AI-driven functionality, across the Nordics
simultaneously.
AI is becoming an increasingly important part of how marketplaces
evolve, and over the past two years we have intensified our efforts to
develop and deploy AI across our platforms. We approach this wave
of technological change with confidence, backed by tangible
progress and a disciplined focus on experimentation, learning, and
delivering clear value to our users and customers.
AI strengthens our ability to deliver on our vision of ‘Smart choices
made easy’. It enhances decision support for both consumers and
professional customers by creating more intuitive discovery
experiences, offering more personalised recommendations,
improving listing quality, and simplifying communication between
buyers and sellers. For our professional customers, it enables richer
insights, better tools, and increased efficiency in managing their
inventory and leads.
In 2025, we continued our journey to become an AI-proficient
company by starting to implement AI capabilities across our different
verticals, such as natural language search, an AI career coach and
improved listing creation tools. We also built internal capabilities that
enhance productivity and operational efficiency. Recognising that
technology is only as powerful as the people behind it, we have
instituted a group-wide upskilling programme, fostering a 'builder
culture' where employees across our organisation are empowered to
integrate automation and generative AI safely and creatively into our
ways of working. We see strong engagement across the organisation,
and this gives me confidence in how we are approaching this shift.
Additional AI-driven products and tools are planned for rollout in
2026.
Our confidence is rooted in the proprietary data and deep consumer
understanding we have built over decades. With more than 300
million monthly visits and high logged-in usage across our brands,
we have built a multi-layered data advantage that is difficult for
global AI platforms to replicate.
The work of the past two years has strengthened Vend and
positioned us for future success. We are more focused, more aligned,
and better equipped than we were just a short time ago.
As we enter 2026, we remain ambitious in our commitment to develop
leading marketplaces across the Nordics. We will continue to deepen
our vertical strengths and further develop AI-driven capabilities that
enhance the marketplace experience for consumers and
professional customers alike.
Looking back on the past two years, I am proud of what we have
accomplished so far. Looking ahead, I am confident that we are
building something that will remain relevant and trusted for many
years to come.
- Christian Printzell Halvorsen, CEO Vend
VEND ANNUAL REPORT 2025
BOARD OF DIRECTORS' REPORT
6
Year in review and Outlook
From Transformation to Execution.
For Vend, 2025 was the year we moved from the drawing board to
implementation. Following the structural separation from Schibsted
Media in 2024, our primary objective was to reshape the company
under a new identity and to start delivering on the direction and
targets presented at our Capital Markets Day. We successfully
transitioned to Vend, a pure-play marketplace company focused on
four core Nordic verticals: Mobility, Real Estate, Jobs, and
Recommerce. While the formal split occurred in 2024, 2025 was
critical for finalising the extensive separation work.
Despite a demanding market environment, Vend’s full-year
performance was robust. Group revenues for 2025 ended at NOK
6,317 million, down 1 per cent year-on-year. While we faced market
headwinds in the parts of the business, revenues were also impacted
negatively by strategic actions like the exit from our Jobs businesses
in Sweden and Finland. Despite the subsequent modest revenue
growth in 2025, our focus on monetisation and disciplined cost
management delivered strong results. The Group achieved a full-
year EBITDA of NOK 2,127 million; a 30-per-cent increase compared
to 2024.
Simplification remains a central pillar of Vend’s value creation plan.
Decisive steps were taken to optimise our portfolio through the
divestment of Prisjakt, Lendo and Mittanbud, alongside several
venture divestments as well as the initiation of an exit from our
Delivery business. These actions will allow us to further concentrate
capital and resources on our core businesses. Furthermore, we have
achieved important milestones in our transition to a common
technology platform. We believe that having a common platform
across geographies is vital for future Nordic-wide innovation and
execution speed.
Alongside these achievements, changes in our governance were
implemented by removing our dual-class share structure, ensuring a
"one share, one vote" principle that will ensure transparency and
equal treatment of all shareholders.
The Board remains committed to a disciplined capital allocation
policy, supported by a strong balance sheet and robust cash
generation. This allowed us to return significant value in 2025
through multiple cash dividends and share buybacks.
An important element of Vend’s value proposition is our 14-per-cent
ownership stake in Adevinta. The Board is monitoring Adevinta’s
development under the current ownership structure with
confidence, and considers the investment an important contributor
to Vend’s value creation over the coming years.
2025 has been a year where AI has been the centre of attention
across society. Vend has been an early mover in experimenting and
using AI for operational improvement and product enhancements. As
new entrants in the AI space have entered the market, the Board has
paid close attention to the threats and opportunities that are offered
by AI. The recent investments into our technology platform will help
Vend stay competitive at the forefront of AI development.
As Vend enters 2026, the Board’s focus shifts from overseeing a
complex, structural transition to driving full-scale operational
execution and preparing for the next phase of growth and long-term
value creation.
Our priorities are to: deepen our vertical capabilities; sustain
commercial intensity through continued monetisation initiatives and
a disciplined cost agenda; complete the technology platform
migration; and accelerate the responsible deployment of AI across
the company.
Vend has a proven track record of strategic evolution. Our history is
defined by a willingness to disrupt and innovate to capture new
growth, and we are applying that same mindset to the AI-driven
transformation of our industry. We approach this shift from a position
of structural strength. While general AI platforms offer scale, Vend
benefits from deep, proprietary data and market insights that are
difficult to replicate. This focus on AI is a cornerstone of our next
chapter, ensuring we remain the preferred destination for our users
and a global leader in the marketplace sector.
Comments on the Group’s results
Vend’s consolidated revenues in 2025 totalled NOK 6,317 million
(NOK 6,385 million)
i
, down 1 per cent compared to last year. The
Group’s gross operating profit (EBITDA
ii
) amounted to NOK 2,127
million (NOK 1,632 million)
i
, equivalent to an increase of 30 per cent.
Please see information under Comments on the operating segments
below for further details on the Group's performance in 2025.
Depreciation and amortisation amounted to NOK -549 million (NOK -
623 million)
i
, related mainly to software, licences and right-of-use
assets. Impairment loss was NOK -66 million (NOK -1,337 million)
i
.
In 2025, the Group’s Other income amounted to NOK 0 million (NOK 9
million)
i
. Other expenses in 2025 were NOK -285 million (NOK -505
million)
i
, and included restructuring costs, separation costs,
transaction-related costs related to ongoing divestment processes
and a loss on the fair value measurement of contingent
considerations.
Operating profit in 2025 amounted to NOK 1,227 million (operating
loss of NOK -824 million)
i
.
Vend’s share of profit (loss) from joint ventures and associates
totalled NOK -47 million (NOK -83 million)
i
. Impairment loss on joint
ventures and associates in 2025 was NOK -33 million (NOK -127
million)
i
, and was related to impairment of associates in the venture
portfolio. Gains (losses) on disposals of joint ventures and associates
amounted to NOK 202 million (NOK -10 million)
i
in 2025; see Note 5.
Financial income of NOK 291 million (NOK 6,457 million)
i
included a
NOK 59 million gain from fair value measurement of equity
instruments (primarily related to Aurelia in 2024; see Note 22).
Financial expenses of NOK -2,036 million (NOK -556 million)
i
included
interest expenses of NOK -230 million and losses totalling NOK -
1,798 million related to fair value measurement of equity instruments,
mainly Aurelia in 2025.
The Group reported a tax expense of NOK -283 million compared to
NOK -163 million in 2024. See Note 14 regarding the relationship
between profit (loss) before tax and the reported tax expense.
Basic earnings per share in 2025 were NOK -0.85 compared to NOK
56.15 in 2024. Basic earnings per share from continuing operations in
2025 were NOK -3.14 compared to NOK 20.34 in 2024.
Financial position and cash flow
Net cash flow from operating activities (continuing operations) was
NOK 1,564 million in 2025, compared to NOK 1,075 million in 2024.
The increase was mainly driven by improved operating performance
and lower net interest expense, partly offset by working capital
deterioration.
VEND ANNUAL REPORT 2025
BOARD OF DIRECTORS' REPORT
7
Net cash flow from investing activities (continuing operations) was
NOK 3,570 million in 2025, compared to a net cash outflow of NOK -
934 million in 2024. The inflow was mainly related to proceeds from
capital repayment (including Vend’s share of the capital distribution
from the Aurelia structure) and divestments, partly offset by
development and purchase of intangible assets and other
investments.
Net cash outflow from financing activities (continuing operations)
was NOK -8,771 million in 2025, compared to NOK -24,189 million in
2024. The outflow was primarily related to treasury share
acquisitions, dividends, and repayment of interest-bearing loans and
borrowings. During 2025, Vend repurchased treasury shares for a net
amount of NOK 6,864 million and paid dividends to owners of the
parent of NOK 1,008 million.
Overall, cash and cash equivalents were NOK 2,453 million at 31
December 2025 (NOK 5,545 million at 31 December 2024). Vend had a
net interest-bearing cash position of NOK 210 million at year-end. At
year-end, the interest-bearing loan balance consisted of bonds
issued in the Norwegian bond market totalling NOK 2,247 million. In
addition, Vend has a revolving credit facility of EUR 300 million,
which was undrawn. Including the undrawn facility, the liquidity
reserve amounted to NOK 6,006 million. Of the cash balance, NOK
1,643 million was deposited with short-term liquidity funds at year-
end.
During 2025, the carrying amount of the Group’s assets decreased
by NOK 9,236 million to NOK 30,861 million at 31 December 2025,
mainly reflecting changes in the carrying value of investments in
Aurelia and other equity instruments and lower cash. Vend’s equity
ratio was 79 per cent at 31 December 2025, compared to 81 per cent
at 31 December 2024.
In November 2025, Vend completed the collapse of the dual share
structure and is now trading with one ordinary share class. A new
share buyback programme of up to NOK 2 billion was announced on
27 October 2025 and launched on 25 November 2025. Following
completed buybacks and the tender offer, the Extraordinary General
Meeting held on 22 October 2025 resolved to reduce Vend’s share
capital through the redemption of own shares, which was executed in
December. As at 31 December 2025, Vend owned 1,962,465 own
shares, corresponding to approximately 0.9 per cent of total issued
shares.
In June, Scope Ratings upgraded the issuer rating of Vend
Marketplaces ASA to BBB+ with Stable Outlook, confirming Vend as a
solid investment grade company.
Discontinued operations
The investment in Adevinta was classified as a non-current asset
held for sale from the end of March 2024 until the sale was
completed on 29 May 2024. The news media operations were
classified as a disposal group held for sale following AGM approval on
26 April 2024 until control was relinquished on 7 June 2024; they are
presented as discontinued operations with effect from Q2 2024.
The operations in Lendo Group, Prisjakt Group and Mittanbud Group
were classified as disposal groups held for sale with effect from
November 2024 and are presented as discontinued operations. The
divestment of the Prisjakt Group to eEquity was completed on 13
June 2025. A binding agreement to sell Lendo Group to Clar Global AB
was signed on 19 September 2025. On 10 December 2025, a binding
agreement was signed with Verdane Fund Manager AB for the sale of
Mittanbud Group and the sale was closed on 15 January 2026.
The operations in the Delivery Group were classified as a disposal
group held for sale with effect from May 2025 and are presented as
discontinued operations.
Previous periods are re-presented accordingly (see Note 2 and Note
33).
Comments on the operating segments
Mobility
Mobility revenues increased by 6 per cent year-on-year on a
constant currency basis. Growth was driven by classifieds revenues
across both the professional and private segments, supported by
solid ARPA development. Transactional services, including Nettbil
and AutoVex, also contributed positively. This was partly offset by a
decline in advertising revenues, mainly reflecting the separation
from Schibsted Media. EBITDA increased by 14 per cent year-on-
year, and the EBITDA margin expanded by 3 percentage points to 55
per cent. The improvement was driven by revenue growth, while
costs remained broadly stable, reflecting the transition to a common
tech platform alongside continued investment in and scaling of our
transactional C2B services.
Real Estate
Real Estate revenues increased by 13 per cent year-on-year on a
constant currency basis. Growth was driven by higher classifieds
revenues in Norway and the continued scaling of our transactional
rental businesses, Qasa and HomeQ. In Norway, the increase was
primarily supported by solid ARPA growth across segments in line
with our strategy, alongside higher volumes in the residential for sale
segment. Traffic reached an all-time high, underscoring our strong
market position and the value we deliver to customers. EBITDA
increased by 40 per cent year-on-year, and the EBITDA margin
expanded by 9 percentage points to 46 per cent. The improvement
was driven by higher revenues and lower costs, despite continued
scaling of transactional businesses and increased marketing
investments in Finland to support our ambition to further strengthen
our position in the market.
Jobs
The Jobs vertical faced continued market headwinds in Norway
throughout 2025, which materially impacted volumes. Overall,
revenues decreased by 8 per cent year-on-year on a constant
currency basis, reflecting the effects of exiting operations in Sweden
and Finland in 2024. In Norway, however, revenues increased by 4 per
cent year-on-year despite lower volumes, driven by a 20 per cent
increase in ARPA supported by upsell revenues, discount
optimisation and segmented pricing. EBITDA increased by 18 per cent
year-on-year, and the EBITDA margin expanded to 58 per cent, up
from 45 per cent in 2024. This reflects strong revenue performance
in Norway and a year-on-year reduction in costs.
Recommerce
Recommerce revenues decreased by 2 per cent year-on-year on a
constant currency basis in 2025. The decline primarily reflects the
deliberate phase-out and deconsolidation of non-core revenue
streams as part of our simplification agenda. In addition, revenues
were negatively impacted by lower advertising revenues, mainly
following the separation from Schibsted Media. EBITDA ended at a
loss of NOK 226 million, an improvement of NOK 64 million compared
with a loss of NOK 290 million in 2024, driven by cost reductions and
other efficiency measures.
Research and development
Vend remains at the forefront of digital transformation, continuing
to invest in building, improving and consolidating platforms for
existing and new products. Considerable focus has been placed on
simplifying processes and systems over the past year, and we have
directed investments to reduce complexity and increase technical
autonomy.
In 2025 we completed the separation from Schibsted Media and the
removal of legacy components from Adevinta. By successfully
decoupling these systems, Vend has eliminated historical technical
VEND ANNUAL REPORT 2025
BOARD OF DIRECTORS' REPORT
8
debt and external dependencies. The streamlined infrastructure now
allows us to focus investment toward pure-play marketplace
operations to achieve greater efficiency in cloud infrastructure and
optimised tooling.
Vend has deepened and accelerated the use of machine learning
(ML) and artificial intelligence (AI) in our products. Large language
models are used to extract structured data from marketplace
listings, to improve the performance of search and matching
capabilities. Automated category mapping and attribute enrichment
simplify the integration of professional data feeds. New AI
augmented tools provide intelligent guidance to sellers, simplifying
the ad creation process.
Our commitment to employee development centred on the launch of
an internal programme designed to turn employees across all
functions into active creators of AI-driven solutions. More than 75
non-technical employees have completed the training and built
automated workflows using AI. Alongside this broad-based
upskilling, we have focused specifically on augmenting our core
technical and design functions.
Key intangible assets
Vend Marketplaces’ brands are at the core of our consumer offering,
representing trust, reliability and market leadership. With strong
local brands across our segments, we foster deep customer
connections and long-term loyalty. Our trademarks protect these
valuable assets, ensuring consistency and recognition in the markets
we serve. Patents and licences play a limited role in our business
model but are managed in accordance with applicable regulations.
Our customer relationships are a unique asset that we cherish,
protect and continuously develop to enhance engagement and
long-term value. Equally, our supplier relationships are a key asset,
particularly those that support and strengthen our digital platforms.
Vend Marketplaces’ success is driven by the expertise and
experience of its employees. Our teams possess deep knowledge in
digital marketplaces, technology and data-driven innovation,
enabling us to develop and scale industry-leading platforms.
Continuous learning and talent development are core to our
strategy, ensuring we attract and retain top professionals.
Operational and financial risks
Vend Marketplaces operates in a dynamic and highly competitive
industry, driven by constant change and disruption from players
leveraging new technologies and innovative business models,
recently fuelled by the increasing adoption of generative AI.
Following the strategic separation of News Media and the
discontinuation of the Growth & Investment portfolio, Vend
Marketplaces now focuses on sustainable growth through diversified
revenue streams across the verticals, which plays a critical role in
managing financial risk.
Our revenue streams remain sensitive to macroeconomic factors
such as unemployment, real estate prices, consumer confidence and
GDP growth. Advertising revenues and the Jobs vertical are
particularly affected by these variables. The economic environment
in 2025 was characterised by stabilising inflation, though consumer
confidence remains subdued in Norway. Advertising revenue
declined by [30] per cent year-on-year, reflecting softer
macroeconomic conditions and, in particular, the impact of the
separation from Schibsted Media. In Norway, the Jobs vertical
delivered strong ARPA growth, supported by our monetisation
initiatives, while volumes remained challenged amid weaker market
conditions. Real Estate continued to perform resiliently, supported
by solid ARPA and stable volumes in Norway.
As Vend Marketplaces pivots to a more focused operating model
post-separation, we remain committed to balancing innovation with
operational efficiency, navigating macroeconomic uncertainties, and
driving sustainable value creation across our portfolio.
Through its operations outside Norway, Vend is exposed to
fluctuations in the exchange rates of other currencies, mainly the
Swedish krona, the Danish krone and the euro. The Group makes use
of financial derivatives to mitigate its currency exposure.
Vend’s credit risk is considered low, since trade receivables are
diversified through a large number of customers, customer
categories and markets. Moreover, a large proportion of sales is
conducted through prepaid advertisements and through credit card
payments on the purchase date. Liquidity risk associated with cash
flow fluctuations is also considered low, given Vend’s adequate
equity and solid credit facilities. See Note 25 Financial risk
management to the consolidated financial statements for more
details on currency risk, credit risk and liquidity risk.
Technology remains central to Vend Marketplaces' business and
operations. In 2024, we became subject to the NIS 2 Directive, a
European regulation aimed at strengthening cybersecurity for
essential services, highlighting our critical role in the digital
ecosystem. The threat landscape continues to evolve, with
increasingly sophisticated attacks, including those leveraging AI.
While the sale of our news media operations may reduce attention
from some groups, significant activity from diverse threat actors is
still anticipated, particularly during geopolitical unrest. Proactive
prevention, robust incident response, and continuous recovery
improvements remain top priorities.
Vend Marketplaces use data to provide relevant and competitive
products to our customers. We continuously work to meet legal
requirements and user expectations. We have close and ongoing
dialogue with regulators.
Transparency Act
For Vend's compliance with the Transparency Act, see the separate
report at https://vend.com/impact/sustainability.
Health and safety
To ensure an attractive workplace and to retain our employees, Vend
is constantly making improvements to provide a safe and healthy
working environment. In 2025, the average sick leave rate for all our
companies was 4 per cent (4 per cent).
i
In 2025, 56 work-related
accidents (42 work-related accidents) were reported, most of them
in our delivery operations and related mainly to delivery activities.
Most of them were minor personal injuries due to slippery roads while
delivering newspapers.
Insurance policy
The directors and officers of Vend Marketplaces ASA and its
subsidiaries are covered by a directors and officers liability insurance
policy placed with a number of international reputable insurers. The
insurance covers the directors’ and officers’ personal legal liabilities,
including legal defence and other legal costs. The insurance also
covers employees in managerial positions or employees who are
named in an inquiry or investigation or as co-defendants with a
director or officer, and also covers members of the company’s Audit
Committee, Compensation Committee, or other management or
board committees.
Vend Marketplaces ASA
Vend Marketplaces ASA is the parent company of the Group and is
located in Oslo, Norway. The company provides services for the
Group’s other companies. Vend Marketplaces ASA delivered a profit
after taxes of NOK 4,078 million (NOK 33,685 million).
i
Most of the
profit stems from dividends from subsidiaries, interest income and
group contributions. As at 31 December 2025, Vend Marketplaces
VEND ANNUAL REPORT 2025
BOARD OF DIRECTORS' REPORT
9
ASA had total assets of NOK 33,895 million (NOK 38,435 million).
i
The
equity ratio was 89 per cent (89 per cent).
i
The Board proposes to allocate NOK 2.5 per share, corresponding to
approximately NOK 527 million, to dividend payments for 2025.
The Board of Directors proposes the following allocation:
Proposed dividend ……………………………..…………………. NOK 527 million
Transferred to other equity ……………..……………….…. NOK 3,537 million
As at 31 December 2025, Vend Marketplaces ASA had total equity of
NOK 30,050 million (NOK 33,820 million).
i
The Board of Directors
determined that Vend Marketplaces ASA had adequate equity and
liquidity at year-end 2025.
In 2025, the average sick leave rate for Vend Marketplaces ASA was
0.26 per cent (1.4 per cent).
i
For Vend Marketplaces ASA’s compliance with the activity duty in the
Equality and Anti-Discrimination Act, see the separate report at
https://vend.com/impact/sustainability.
Outlook
Vend enters 2026 with sustained ARPA momentum across our
verticals, reflecting our go-to-market initiatives. These actions are
expected to drive revenue growth across our verticals in line with our
medium-term targets. While visibility on volume trends remains
limited, the underlying health and resilience of our marketplaces
remain strong.
With the migration to our common technology platform in Sweden
completed, we are prioritising a stabilisation phase to optimise
performance and user experience. Consequently, the planned
Mobility pricing adjustment in the Swedish market – originally
expected to be implemented early in the year – is now expected to
be implemented later in H1 2026.
Building on the accelerated delivery of our cost reductions in 2025,
we expect our absolute cost base (OPEX excluding COGS) to remain
broadly stable in 2026 compared to 2025.
We remain committed to our medium-term financial targets,
supported by our growth initiatives, a simplified portfolio, continued
platform consolidation, and sustained cost discipline.
Going concern
Based on Vend’s long-term strategy and forecasts, and in
accordance with section 2-2 (8) of the Norwegian Accounting Act,
the Board confirms that the prerequisites for the going concern
assumption exist and that the financial statements have been
prepared on a going concern basis.
i. Figures in parentheses denote the corresponding period for the previous year.
ii. EBITDA as defined under Definitions and reconciliations in the financial statements for the
Group.
VEND ANNUAL REPORT 2025
BOARD OF DIRECTORS' REPORT
10
Corporate governance
1. Statement of Corporate Governance
Good corporate governance is an important prerequisite for
achieving Vend’s vision and strategy. Sound corporate governance
contributes to the Group’s long-term value creation at the same time
as it utilises the Group’s resources in an efficient and sustainable
manner. Our corporate governance defines the business framework
within which all activities in the Group should operate, and clarifies
the roles and responsibilities of governing bodies in the Group.
Vend is a publicly listed company traded on Euronext Oslo Børs with a
governance structure based on Norwegian law. The company is
subject to corporate governance reporting requirements as defined
in the Norwegian Accounting Act, section 2-9 and the Norwegian
Code of Practice for Corporate Governance (the Code) available at
nues.no. Vend has adopted the Code, and the Board of Directors’
statement of corporate governance follows the structure of the
Code. This statement includes an account of how Vend complies with
the Code on corporate governance, and deviations from the Code are
set out in section 16 below. This statement also includes information
on corporate governance, pursuant to the Accounting Act, section
2-9.
2. Business activities
Vend’s purpose as defined in its Articles of Association is:
“... to operate and invest in digital marketplaces and other digital
businesses, as well as related services and activities. The business
may also be carried out through participation in or in collaboration
with other companies.”
The Articles of Association are available in full at https://vend.com/.
Vend’s Board of Directors is responsible for defining objectives,
strategies and risk profiles for the Group’s business activities. The
Board of Directors regularly evaluates these objectives, strategies
and risk profiles. The Group’s objectives, principal strategies and
risks are described in the Board of Directors' report.
Vend’s sustainability scope, priorities and ambitions, which are
aligned with the business strategy, are to ensure that we consider
and manage the environmental and societal impacts of all our
business decisions, and through our services empower people to
make smart economic and sustainable choices. Vend aims to create
value for all our stakeholders in a sustainable way. Vend engages
with significant stakeholder groups that are directly or indirectly
affected by our business. The purpose of our dialogue with
stakeholders is to understand key aspects and how these impact
Vend’s operations. The sustainability topics that are material for
Vend are based on a double materiality analysis including our
stakeholders' input. The Executive Leadership Team prepares and
integrates the scope and priorities of material sustainability topics
into the business, while the Board has ultimate authority over their
approval. By approving the sustainability statement, the Board
annually approves ambitions and targets and acknowledges
identified risks and previous performance. Further information on
Vend’s sustainability scope, priorities, ambitions, targets and how we
relate to stakeholders and sustainability risks is provided in the
sustainability statement.
Vend is committed to incorporating values of diversity and inclusion
into every aspect and level of the company. The sustainability
statement section ESRS S1 Our employees on page 46 contains
further information on the company's guidelines and goals related to
diversity and inclusion, as well as on relevant metrics such as age and
gender balance. The Nomination Committee works to ensure that
diversity criteria of age, education, professional background and
relevant geographic experience are applied when determining the
composition of the Board.
3. Equity and dividend
Financial strategy
In accordance with our shareholder policy, Vend’s Board of Directors
considers it crucial that shares in the company be perceived as an
attractive investment opportunity. Vend’s financial strategy implies
a strong focus on profitability, innovation and disciplined capital
allocation to create long-term shareholder value. Investing in
selective acquisitions may be considered over time to support value
creation. Vend maintains a conservative balance sheet to support
achievement of these objectives, and has updated its dividend
policy. More information about the Group’s performance in 2025 can
be found in the Board of Directors’ report in the annual report. The
Board has reviewed the Group’s financial strategy, targets and
performance, and considers the defined and achieved performance
levels to be adequate for the Group’s objectives, strategy and risk
profile.
Shareholder and dividend policy
Vend is a listed company that must give competitive returns based
on a sound financial situation. Vend’s Board of Directors considers it
crucial that shares in the company be perceived as an attractive
investment opportunity. One of the objectives of Vend’s Board is
therefore to promote shareholder returns by means of long-term
growth in share price and dividends.
The Group’s dividend policy is to place emphasis on paying a
progressive annual dividend amount over time. The Annual General
Meeting approves the annual dividend based on the Board’s
recommendation. In addition, free cash flow post dividends and
investments will be returned to shareholders through share
buybacks or extraordinary dividends.
Authorisations granted by the Annual General Meeting
To allow flexibility in its capital allocation strategy, authorisations
empowering the Board to increase the share capital by issuing shares
and to buy back shares were granted by the General Meeting. The
Board was further granted an authorisation to pay a special cash
dividend up to an amount of NOK 500 million.
The authorisation to increase the share capital was updated by the
Extraordinary General Meeting on 22 October 2025 in connection
with the removal of the company's dual share class structure. The
Extraordinary General Meeting also approved a new authorisation to
buy back shares to allow the Board to give the Board flexibility to
execute additional buybacks.
The conditions stated in the authorisations in force at the date of
this report are presented below:
Authorisation to approve distribution of dividends:
i. The board of directors is authorized pursuant to the Norwegian
Public Limited Liability Companies Act section 8-2 (2) to approve
the distribution of extraordinary dividends limited upwards to
an amount of up to NOK 500,000,000 based on the Company's
annual accounts for 2024.
ii. The authority shall remain in force until the annual general
meeting in 2026.
Pursuant to this authorisation, the Board of Directors resolved on 11
June 2025 to pay out a special cash dividend of NOK 500,000,000,
which means that the authorisation has been fully utilised.
VEND ANNUAL REPORT 2025
BOARD OF DIRECTORS' REPORT
11
Authorisation to issue shares
i. The Board of Directors is authorised pursuant to the Public
Limited Liability Companies Act, section 10-14 (1) to increase the
Company’s share capital by up to NOK 6,490,815. Subject to this
aggregate amount limitation, the authority may be used on
more than one occasion.
ii. The authority shall remain in force until the Annual General
Meeting in 2026, but in no event later than 30 June 2026.
iii. The pre-emptive rights of the shareholders under section 10-4
of the Public Limited Liability Companies Act may be set aside.
iv. The authority covers capital increases against contributions in
cash and contributions other than in cash. The authority covers
the right to incur special obligations for the Company; see
section 10-2 of the Public Limited Liability Companies Act. The
authority covers resolutions on mergers in accordance with
section 13-5 of the Public Limited Liability Companies Act.
Pursuant to this authorisation, the Board of Directors resolved on 27
October 2025 to increase the share capital of Vend by NOK 3,102,284
through the issuance of 6,204,568 shares to the company’s class A
shareholders as compensation for the loss of premium in connection
with the removal of the dual share classes, as approved by the
Extraordinary General Meeting on 22 October 2025.
Authorisation to buy back shares:
i. The Board of Directors is authorised pursuant to the Norwegian
Public Limited Liability Companies Act to acquire and dispose of
own shares in Vend Marketplaces ASA.
ii. The authorization is valid until 30 June 2026. With effect from the
time of registration of this authority with the Norwegian Register
of Business Enterprises, the previous authority to acquire own
shares is withdrawn.
iii. The total nominal value of the shares acquired or held by the
Company may not exceed NOK 10,600,306, provided that total
amount of own shares held by the Company and shares in which
contractual pledges are established shall in no event exceed
10% of the Company's share capital.
iv. The minimum amount which can be paid for the shares is NOK 30,
and the maximum amount is NOK 1,000.
v. The Board of Directors is free to decide on the acquisition method
and possible subsequent sale of the shares.
vi. The shares may serve as settlement in the Company’s share-based
long-term incentive schemes, as well as the employee share
saving plan, and to improve the capital structure of the
Company. The shares may not be used in a takeover situation;
see section 6-17 (2) of the Norwegian Securities Trading Act.
During 2025, Vend acquired a total of 20,710,678 shares through
several buyback programmes. The largest buyback in size and
volume was completed on 17 June 2025 through an offer to acquire
own shares directed to all shareholders, subject to certain
restrictions, which resulted in Vend acquiring a total of 13,495,918
shares. The remaining shares were acquired through daily share
purchases executed by an external investment bank. The latest NOK
2 billion programme was announced on 12 November 2025 and will
complete by 23 June 2026.
A total of 21,918,722 shares were deleted after completion of the
share buybacks.
4. Equal treatment of shareholders
Waiver of pre-emptive rights in the event of a capital
increase
Vend previously had issued two different share classes with different
voting rights. The removal of dual share classes was approved at the
Extraordinary General Meeting on 22 October 2025 and completed
during Q4. Consequently, Vend now has one share class where all
shares carry equal rights.
In the event that the Board resolves to carry out an increase in the
share capital and waives the pre-emptive rights of existing
shareholders, the justification will be publicly disclosed in a stock
exchange announcement issued in connection with the increase in
the share capital.
Transactions involving own shares
The acquisition of own shares, in accordance with the Board’s
authorisation referred to in section 3 of this statement, should be
carried out either through the stock exchange or, if carried out in any
other way, at prevailing stock exchange prices, and shall be
conducted in accordance with generally accepted Norwegian stock
exchange practices. Acquired shares may be used for the Vend
share-based incentive schemes and for share saving programmes
for the Group’s employees. Acquired shares may also be deleted to
improve the company’s capital structure, subject to the approval of
the General Meeting. The share-based incentive schemes are
described in more detail in Note 9 to the consolidated financial
statements, Share-based payment.
As noted in section 3 the company completed a buyback of
13,495,918 shares through an offer to acquire own shares directed to
all shareholders. The shares were acquired for a price equal to the
share price on the day the offer was announced.
5. Shares and negotiability
Vend’s Articles of Association include certain ownership and voting
restrictions. These restrictions were put in place in connection with
the listing of the company.
Ownership restrictions
According to Article 6 of the Articles of Association:
“No shareholder may own more than 30% of the shares or vote for
more than 30% of the total number of votes which may be cast under
the Company's Articles of Association.”
Voting rights
According to Article 7 of the Articles of Association, certain decisions
require the approval of 3/4 of the shares represented at the General
Meeting in addition to 3/4 of the share capital represented at the
General Meeting. This applies to resolutions to amend Vend’s Articles
of Association and to important decisions relating to companies in
the group, including amendments to articles of association and any
sales of shares or operations or corresponding transactions in any
subsidiary.
Through resolutions, the General Meeting may authorise the Board to
administer specific areas of the protection provided under Article 7.
A general one-year authorisation to administer such protection was
granted by the 2025 Annual General Meeting and will apply until the
next Annual General Meeting. The authorisation granted by the
Annual General Meeting in 2025 states:
“Pursuant to the third paragraph of Article 7 of the Articles of
Association, the Board of Directors is authorised to make decisions
on the following matters referred to in the second paragraph,
subparagraph a) of Article 7 of the Articles of Association:
a) Voting relating to amendments to subsidiaries’ Articles of
Association.
b) Decisions to sell shares or operations, including private
placements, mergers or demergers, in subsidiaries when the net
payment (sales amount, merger or demerger payment, etc.) does not
exceed NOK 6 billion after financial adjustments.
VEND ANNUAL REPORT 2025
BOARD OF DIRECTORS' REPORT
12
Within the framework of the Group CEO’s general authorisation, the
Board of Directors may delegate its authority pursuant to this
authorisation to the management.
A director appointed pursuant to the second paragraph of Article 8
of the Articles of Association may demand that certain matters which
are covered by this authorisation must nonetheless be submitted to
the General Meeting for its decision.
This authorisation applies until the next Annual General Meeting of
Schibsted ASA in 2026.”
6. General Meetings
The shareholders exercise the highest authority through the General
Meeting. The General Meeting considers and decides on matters that
are important to Vend in a way that reflects the shareholders’ views.
The Annual General Meeting is held within six months after the end
of each financial year.
Notice
The notice of General Meetings and documents to be considered are
available on the Vend website prior to the meeting, and are
sufficiently detailed, comprehensive and specific to allow
shareholders to form an opinion on all matters to be considered at
the meeting. Shareholders not registered electronically will receive
the notice by regular mail with information on how documents to be
considered at the meeting may be downloaded from our website.
The Annual General Meeting for this year is scheduled for 30 April
2026.
Attendance
The Board Chair is present at the General Meeting and is available to
respond to any questions. Other board members will attend as
necessary. At a minimum, the CEO and CFO must attend the meeting
as representatives of Vend Executive Management.
The chair of the Nomination Committee and the company’s external
auditor are also present at the Annual General Meeting.
Voting
The shareholders are given the opportunity to vote on each
individual matter, including on each individual candidate nominated
for election to the company’s bodies (i.e. the Board and the
Nomination Committee).
Shareholders who cannot attend the General Meeting but who wish
to exercise their voting rights may cast their vote digitally for a
period preceding the General Meeting or may authorise a proxy by
the deadline for registration. An authorisation form containing voting
instructions may also be given to the Board Chair. The authorisation
form is enclosed with the notice of the General Meeting. More
information on how to appoint a proxy and how to propose
resolutions for consideration by the meeting is stated in the notice
of the General Meeting and on our website at https://vend.com/.
Agenda
The agenda is prepared by the Board, and the agenda items must
comply with Article 10 of the Articles of Association.
Minutes of the General Meeting are available on our website at
https://vend.com/.
Chairing of the Annual General Meeting
Prior to the General Meeting and taking into account the complexity
of the proposed agenda, the Board considers whether an
independent person shall be proposed to act as chair of the General
Meeting. In 2025, the General Meetings were held with an
independent chair.
7. Nomination Committee
The Nomination Committee is regulated by the provisions in Article
10 of Vend’s Articles of Association, which also set out the
Nomination Committee’s mandate. In addition, the company has
implemented guidelines for the Nomination Committee approved by
the Annual General Meeting in 2017.
The work of the Nomination Committee
The Nomination Committee prepares a recommendation to the
Annual General Meeting regarding the election of shareholder
representatives and their deputies to the Board. The Nomination
Committee has contact with shareholders, board members and the
Group’s executive personnel. The Nomination Committee’s most
important task is to continually review the Board’s overall expertise
and experience in relation to the challenges facing the Group at any
given time. The Nomination Committee also proposes the
remuneration of the board members at the Annual General Meeting.
Information on how to submit nominations to the Board is available at
https://vend.com/. From the Annual General Meeting in 2026, the
Nomination Committee will set a deadline for submitting
nominations.
The Annual General Meeting approves the remuneration of the
Nomination Committee. The Nomination Committee’s proposals are
explained in the Nomination Committee’s report.
Composition of the Nomination Committee
The Nomination Committee is elected by the Annual General Meeting
for two-year terms and consists of three members. The composition
of the Nomination Committee shall take into account the interests of
shareholders. The Annual General Meeting elects the chair of the
Nomination Committee.
The current members of the Nomination Committee are Trond Berger
(chair), Andreas Haug and Ann Kristin Brautaset. Haug and Brautaset
were elected by the Annual General Meeting on 7 May 2025 for a
two-year period ending at the time of the Annual General Meeting in
2027, while Berger was elected by the Annual General Meeting on 26
April 2024 for a two-year period ending at the time of the Annual
General Meeting in 2026.
The current chair of the Nomination Committee is not considered to
be independent due to his roles as Chairman of the Board and CEO of
Blommenholm Industrier AS. The other two members are considered
to be independent.
See the Nomination Committee’s report for further details on the
work of the Nomination Committee.
8. Board of Directors: Composition, independence
and employee representation
Composition of the Board
Pursuant to Article 8 of Vend’s Articles of Association, the Board
must consist of six to 11 members in addition to deputy members. The
Group’s employees must be represented on the Board by employee
representatives in accordance with prevailing agreements with the
company.
The Board currently consists of 10 members, of whom seven are
shareholder representatives and three are employee
representatives. Two employee representatives are elected amongst
the employees from Norway and one amongst the employees
outside Norway. The Board’s composition is compliant with the
gender balance requirements set forth in section 6-11 a of the
Norwegian Public Limited Liability Companies Act. Gender balance,
age, education, professional background and international
experience are applied as relevant diversity criteria in the
Nomination Committee’s consideration of the Board’s composition.
VEND ANNUAL REPORT 2025
BOARD OF DIRECTORS' REPORT
13
The General Meeting elects the shareholder representatives to the
Board. The Nomination Committee prepares a recommendation of
candidates for election to the Board. The recommendation is
distributed to the shareholders along with the notice of the General
Meeting. The General Meeting elects the Board Chair.
The Board’s shareholder representatives are elected for a one-year
term while the employee representatives are elected for a two-year
term. Pursuant to Article 8 of the Articles of Association, any
shareholder owning at least 25 per cent of the shares in the
company is entitled to appoint a board member directly.
More information on the individual board members and their
competencies is available on our website at https://vend.com/.
Independence of the Board of Directors
The composition of the Board ensures that it can operate
independent of any special interest. The current Board meets the
requirement set forth in the Code that the majority of shareholder-
elected board members be independent of the Group’s executive
personnel and material business, and that at least two of the
shareholder-elected board members be independent of the main
shareholders. Karl-Christian Agerup is not considered to be
independent of the main shareholders due to his position as board
member of Blommenholm Industrier AS. All other shareholder-
elected board members are considered to be independent.
Board members’ shareholdings
The Board is encouraged to own shares in the company. The board
members' shareholdings are disclosed in Note 15 to the parent
company’s financial statements, Shareholder structure.
Board meetings in 2025
In 2025 the Board held 12 meetings, one of which was a two-day
meeting. The Board assesses the strategic topics throughout the
year but holds a two-day meeting in September dedicated to
reviewing the Group’s strategies.
Attendance at board meetings and board committee meetings in 2025:
Attendance at meetings
Board
meetings
Audit
Committee meetings
Compensation
Committee meetings
Karl-Christian Agerup (Chair)
12/12
8/8
Rune Bjerke (Deputy Chair)
12/12
7/7
Philippe Vimard
12/12
8/8
Satu Kiiskinen
12/12
7/7
Ulrike Handel
12/12
7/7
Natalia Gennadievna Zharinova
11/12
8/8
Rolv Erik Ryssdal
12/12
Henning Spjelkavik
1)
12/12
7/7
Yevgeniya Nattila
11/12
Kamilla Wehrmann
12/12
8/8
Max Salmi (Deputy)
1/12
1) Henning Spjelkavik was absent from the second day of the Board meeting on 10 September 2025 and was represented by deputy member Sarah Blystad.
9. The work of the Board of Directors
Role of the Board
The Board supervises the day-to-day management of the Group as it
is exercised by the CEO, and monitors Vend's general activities. The
Board actively participates in shaping Vend’s strategy, ensuring that
the businesses are properly organised and that adequate
governance, risk management and control systems are implemented.
The Board supervises the Group's financial performance, establishes
necessary guidelines, and adopts plans for the businesses. The
Board also oversees, reviews and guarantees the quality of tasks
pertaining to sustainability. The Board appoints the CEO and
prepares the job description and terms and conditions for the
position.
Rules of Procedure
The Board has established internal Rules of Procedure describing the
Board’s responsibilities, duties and administrative procedures. The
Rules of Procedure also state the CEO’s duties in relation to the
Board.
The Board has adopted guidelines for how to deal with all
agreements with close associates in line with the recommendations
set out in the Code.
Conflicts of interests and disqualification
Pursuant to section 6-27 of the Public Limited Liability Companies
Act, individual board members may not participate in the discussion
or decision of matters of such particular importance to themself or
any related party that they must be deemed to have a special and
prominent personal or financial interest. Each board member is
personally responsible for assessing whether any such
circumstances exist that may, from an objective perspective, affect
public confidence in the board member’s independence or that may
lead to a conflict of interest in connection with a matter to be
considered by the Board. Such circumstances must be brought to the
attention of the Board Chair. A board member is further obliged to
notify the Board Chair if they are considering working for or on
assignment with organisations that operate, or seek to operate, a
business that competes with Vend’s current or planned business
activities. The Board Chair ensures that the rest of the Board and the
chair of the Nomination Committee are kept informed.
Organisation of board meetings
The Board works on the basis of an annual meeting schedule that is
normally agreed at least a year in advance. The meeting schedule
includes strategic planning, business issues and supervisory
activities. The Board appoints the members of the Board’s
Compensation Committee and Audit Committee in the first board
meeting after the Annual General Meeting. The Senior Business
Controller in the company's FP&A & Investor Relations team currently
serves as secretary to the Board. The CEO, in consultation with the
Board Chair, prepares matters for consideration by the Board.
Emphasis is placed on timely preparation and distribution of
documents to ensure that the Board has a satisfactory basis for its
work. Board meetings are presided over by the Board Chair. Before
every board meeting the Board convenes for a 30-minute closed
session without Vend’s Executive Management present.
VEND ANNUAL REPORT 2025
BOARD OF DIRECTORS' REPORT
14
Board committees
Vend has established an Audit Committee and a Compensation
Committee which contribute to thorough preparation and
consideration of matters covered by the committees’ respective
mandates. The Board has adopted mandates for the two said board
committees.
The committees do not make decisions, but monitor the work of the
Group on behalf of the Board and prepare matters for board
consideration within their respective areas. In addition, ad-hoc
committees are used to follow up on specific projects or matters.
Compensation Committee
The Compensation Committee was established in 2004, and its
members are appointed by and from the Board for a one-year term.
The current members of the committee are Natalia Gennadievna
Zharinova (chair), Philippe Vimard, Karl-Christian Agerup, and Kamilla
Wehrmann. The CEO attends committee meetings apart from those
at which remuneration of the CEO is considered. The company’s
Director of Compensation and Benefits serves as secretary to the
Compensation Committee.
The Compensation Committee prepares matters relating to the
remuneration of the CEO. The committee also assists the Board by
dealing with issues of principle, guidelines and strategies for the
remuneration of other members of Vend’s Executive Management
and of senior managers in key subsidiaries.
The committee monitors the use of incentive programmes in the
Group and prepares the Board’s annual consideration of the
incentive programmes for selected managers. For further details, see
section 12 of this statement.
Audit Committee
The Audit Committee is a sub-committee of the Board. Its members
are appointed by and from the Board for a one-year term and are
independent of executive management. The committee is composed
of Rune Bjerke (chair), Satu Kiiskinen, Ulrike Handel and Henning
Spjelkavik.
The Audit Committee serves as a preparatory and advisory body to
the Board and primarily assists the Board in its oversight, monitoring
and quality assurance of, among other things:
• the company’s periodic financial statements, annual
sustainability statement and other financial and sustainability
information made available to shareholders;
• the Group’s financial and sustainability reporting processes,
accounting principles, risk management, internal control
systems and compliance with applicable laws and regulations;
and
• the appointment, performance and independence of the
external auditor.
The Audit Committee performs its duties in accordance with a
mandate approved by the Board, which defines the committee’s
responsibilities and scope of work. The mandate is reviewed regularly
and was updated in 2024 to incorporate responsibilities related to
sustainability reporting and sustainability assurance, which are
aligned with the committee’s responsibilities for financial reporting
and statutory audit.
An annual work plan is established in accordance with the mandate
to support an efficient and compliant operation of the committee.
The chair of the Audit Committee formally reports to the Board on
the committee’s work and key matters relating to financial reporting
and statutory audit in connection with the Board’s consideration of
the quarterly and annual accounts and financial statements.
Oversight of sustainability reporting and related assurance is
included in the committee’s annual reporting to the Board.
The CFO is management’s primary representative to the Audit
Committee and attends its meetings. Other members of
management and specialists participate when relevant matters are
discussed. The external auditor attends meetings of the Audit
Committee and participates in discussions related to audit planning,
execution and reporting. The committee may also meet with the
external auditor without members of executive management
present.
The Audit Committee may also hold in-depth sessions to discuss
significant business matters that may have an impact on financial
and sustainability reporting and their respective audit and assurance.
The Head of Internal Control serves as secretary to the Audit
Committee.
The Board’s self-evaluation
The Board regularly evaluates its own work and reports such
evaluations to the Nomination Committee. The Nomination
Committee performs additional assessments of the board members
through interviews conducted either by the committee's members or
by external consultants. The Board considers itself to work well, with
members whose expertise and experience complement each other.
10. Risk management and internal control
The Board of Directors is responsible for ensuring that Vend has
sound and appropriate systems for risk management and internal
control, adapted to the Group’s business, organisation and risk
profile. The Group’s risk management and internal control systems
reflect Vend’s governance model and form an integral part of the
company’s overall governance framework. The management teams
of verticals and functions are responsible for incorporating risk
management as an integral part of their strategy development and
business management.
Vend’s Executive Management reviews risk assessments covering
strategic, market-related, legal, sustainability, compliance-related,
ethical, operational and organisational risks. Material risk
assessments are reported to and reviewed by the Audit Committee as
part of its oversight responsibilities, and to the Board of Directors in
accordance with established governance processes. The enterprise
risk management process is subject to ongoing development and
was further strengthened during the year to support a more
systematic identification and management of enterprise-level risks.
Vend has established a Group-level compliance function with
reporting obligations to Executive Management and the Audit
Committee. The Group Compliance Officer supports the
identification, prioritisation and mitigation of compliance risks on a
risk-based basis and contributes to monitoring compliance with
applicable laws, regulations and internal policies.
The Group’s internal control system covers all material corporate
policies and governing documents, including the Code of Conduct
and other Group requirements. Vend has established procedures for
raising concerns for reportable misconduct and for handling such
reports. A whistleblowing channel is in place that allows for
confidential and anonymous reporting, with initial handling
performed by an independent external party.
Financial reporting and internal control
The Board of Directors is responsible for ensuring that Vend has
sound systems for financial reporting and internal control in
accordance with applicable laws and regulations. The CFO has overall
responsibility for the execution of financial reporting and has
established a dedicated Financial Reporting function to support
consistent and compliant financial reporting across the Group. The
Financial Reporting function plays a central role in the preparation
and presentation of Vend’s consolidated financial statements in
accordance with International Financial Reporting Standards (IFRS).
VEND ANNUAL REPORT 2025
BOARD OF DIRECTORS' REPORT
15
Vend’s internal control over financial reporting (ICFR) is designed to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of consolidated financial statements.
The ICFR process and system are based on recognised internal
control principles of the COSO framework and are adapted to the
Group’s size, organisation and risk profile. A centralised shared
accounting service centre is responsible for the majority of legal
entities, securing standard and compliant accounting practices. The
Financial Reporting set-up and activities form the basis for providing
reasonable assurance to Vend’s stakeholders that the consolidated
financial statements are reliable and free from material
misstatements, and that the underlying financial reporting process is
effective.
Group-level frameworks, policies and procedures for financial
reporting and ICFR have been established, and are made available to
the Group’s subsidiaries. These governing documents define roles
and responsibilities, reporting requirements and timelines, and
contribute to consistent application of accounting principles across
the Group. The ICFR system is a continuous process and a shared
responsibility within the organisation. The ICFR activities focus on
the internal control environment, a risk-based approach to
identifying and assessing financial reporting risks, key controls
designed to prevent and detect material misstatements, and
ongoing monitoring of the effectiveness of internal controls.
Management prepares and presents quarterly and annual financial
statements to the Audit Committee and the Board of Directors. The
Audit Committee performs a qualitative review of the financial
reporting and related matters prior to the Board’s final review and
approval. The Board also receives periodic management reporting as
part of its oversight of the Group’s operations.
Sustainability reporting
The Board of Directors is responsible for ensuring that Vend has an
appropriate process and system for sustainability reporting in
accordance with applicable laws and regulations. Similar to financial
reporting, the CFO has overall responsibility for the execution and
governance of sustainability reporting (SR). A dedicated Group-level
sustainability reporting function plays a central role in the
preparation and presentation of Vend’s sustainability statement and
other mandatory external sustainability disclosures. As part of the
sustainability reporting processes, sustainability reporting risks are
identified and assessed which are subject to management review and
oversight by the Audit Committee. Further information on the
Group’s risk management and internal controls over sustainability
reporting is provided in the 2025 Sustainability Statement (ESRS 2 –
GOV 5). Sustainability reporting is subject to internal governance
processes and oversight, including interaction with the Audit
Committee and the external assurance provider.
The Group’s sustainability statement is prepared in accordance with
the European Sustainability Reporting Standards (ESRS) pursuant to
the Corporate Sustainability Reporting Directive (CSRD) and is
included as part of Vend’s annual report (see page 18).
11. Remuneration of board members
The General Meeting determines the remuneration of the board
members. The remuneration reflects the Board’s responsibilities,
expertise, time commitment, and the complexity of the Group’s
activities. The directors’ fees are fixed amounts and are not related
to performance or incentive schemes. The Board has established
rules of procedure to ensure that any material assignments for the
company, including remuneration for any such assignments be
approved by the Board. Any payments made to board members
beyond ordinary directors’ fees are disclosed in Note 31 to the
consolidated financial statements, Transactions with related parties.
No such fees were paid in 2025. See the remuneration report and
Note 31 to the consolidated financial statements, Transactions with
related parties, for further details on remuneration of the Group
board members.
12. Remuneration of executive personnel
The Compensation Committee prepares matters relating to the
remuneration of the CEO. The committee also assists the Board in
dealing with issues of principle, guidelines and strategies for the
remuneration of other members of Vend’s executive management
and of senior managers in key subsidiaries.
Pursuant to the Public Limited Liability Companies Act, section 6-16
a, the Annual General Meeting in 2025 approved a remuneration
policy setting out guidelines for executive compensation, including
the scope and organisation of the Group’s incentive programmes.
The remuneration policy is available at https://vend.com/.
Implementation of the guidelines for executive compensation
adopted by the Annual General Meeting is described in the
remuneration report prepared in accordance with the Public Limited
Liability Companies Act, section 6-16 b.
13. Information and communication
Dialogue with shareholders and the financial markets
In August 2025, Vend received a violation penalty of NOK 10 million
from the Financial Supervisory Authority of Norway in connection
with the company’s pre-close calls ahead of its first quarter 2025
results. Following the violation, Vend established a new and refined
investor relations (IR) policy to guide Vend’s contact with
participants in the financial market. As part of the new policy, Vend
has established a practice of clearly defined silent periods and of not
arranging pre-calls. The policy is available on the IR page on our
website at https://vend.com/ir/.
In accordance with the policy, Vend places strong emphasis on
building and maintaining trust within the investment community and
ensures full compliance with all applicable laws and regulations
governing companies listed on Euronext Oslo Børs. Vend complies
with the Oslo Børs Code of Practice for IR of 1 March 2021.
The mission of Vend’s IR work is to:
• contribute to minimal volatility in the share price
• reduce risk for investors
• contribute to the share price reflecting Vend’s underlying value
and future prospects
Another important part of Vend’s IR function is the active collection
and analysis of information, perspectives and input from financial
market participants. This information will be shared on a regular basis
with the company’s Executive Leadership Team and Board of
Directors.
Openness, accessibility, transparency and equal treatment of all
market participants are fundamental to good relationships with
investors, analysts and other players in the financial market.
Other market information
In accordance with the Market Abuse Regulation (MAR), the
Norwegian Securities Trading Act and the Stock Exchange Act,
notifications are distributed to Oslo Børs and national and
international news agencies, and are published on our website.
Vend regularly arranges Capital Markets Days in order to present its
strategy and ambitions. The most recent Capital Markets Day was
held physically in Barcelona on 19 November 2024, and a video
webcast of the event and the presentation material are available on
our website.
VEND ANNUAL REPORT 2025
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14. Takeovers
As mentioned in section 4 above, Vend’s Articles of Association
state:
“No shareholder may own more than 30% of the shares or vote for
more than 30% of the total number of votes which may be cast under
the Company's Articles of Association.”
As a result of these voting restrictions, a takeover of the company
would require an amendment to the Articles of Association. The
restrictions were put in place in connection with the listing of the
company and may only be changed with approval of 3/4 of the
shares represented at the General Meeting in addition to 3/4 of the
share capital represented at the General Meeting.
The Board has prepared principles and guidelines for handling any
takeover bids. In such an event, the Board will, within the limitations
set out in the Articles of Association, seek to comply with the
recommendations in the Code.
15. Auditor
Appointment of auditor
The company’s external auditor is elected by the General Meeting.
The Audit Committee prepares a recommendation regarding the
appointment of the external auditor, which is submitted to the Board
for consideration. The Board’s proposal is then presented to the
Annual General Meeting for final approval.
Vend has appointed the same audit firm to perform both the
statutory audit of the financial statements and assurance of the
company’s sustainability reporting. The principles described in this
chapter apply primarily to the financial statement audit but also,
where relevant, to sustainability reporting assurance, in order to
ensure independent and effective attestation.
The Board’s relationship with the external auditor
In accordance with its mandate, the Audit Committee ensures that
Vend is subject to an independent, objective, and effective external
audit in compliance with the Auditing and Auditors Act of 2021. As
part of its annual assessment, the Audit Committee evaluates,
among other things:
• Independence of external auditors
• the independence of the external auditor,
• the nature and scope of any non-audit services provided, fees
for audit and non-audit services, and
• the quality and effectiveness of the audit and assurance services
The Audit Committee reviews the external auditor’s remuneration
and submits a recommendation to the Board. The Board thereafter
proposes the auditor’s fees for approval by the Annual General
Meeting. Information on remuneration to the external auditor for
2025 is disclosed in Note 32 to the consolidated financial
statements, Auditor’s remuneration.
The external auditor presents an annual audit plan to the Audit
Committee. The auditor is normally present when management
presents the preliminary consolidated financial statements to the
Board and when the final financial statements are considered, as
deemed appropriate. As part of the audit process, the external
auditor reviews the company’s internal control over financial
reporting and reports any identified weaknesses, together with
recommended improvements, to the Audit Committee.
The external auditor regularly attends Audit Committee meetings
and meets with the Board at least annually without members of
executive management present. The external auditor also attends
the Annual General Meeting and comments on the Auditor’s Report.
Independence of the external auditor
The external auditor is required to maintain independence in
accordance with applicable laws, regulations, and professional
standards. Written confirmation of independence is also submitted
by the external auditor to the Audit Committee. The auditor shall not
provide any prohibited non-audit services that could compromise, or
be perceived to compromise, the auditor’s independence. Vend has
established guidelines governing the relationship with the external
auditor, including principles and procedures for the pre-approval
and monitoring of permissible non-audit services.
The amount and nature of non-audit services provided by the
external auditor comply with the requirements of the Auditing and
Auditors Act and the Board is of the opinion that the non-audit
services provided do not impair the auditor’s independence. The
Audit Committee is responsible for monitoring compliance with these
requirements. Further details regarding audit and non-audit fees are
disclosed in Note 32 to the consolidated financial statements,
Auditor’s remuneration.
16. Deviations from the Code of Practice
According to the Board’s own evaluation, the company is in
compliance with the recommendations of the Norwegian Code of
Practice for Corporate Governance, with the following exceptions:
Section 3: Equity and dividends
The Code states that “mandates granted to the Board of Directors to
increase the company’s share capital should be restricted by defined
purposes”. The authorisation to increase the share capital granted
by the 2025 Extraordinary General Meeting is not restricted to
defined purposes as recommended by the Code. The Board elected
not to impose such restrictions in order to give the Board of Directors
the flexibility to raise capital as deemed appropriate..
Section 5: Shares and negotiability
Amendments to Vend's Articles of Association, as well as certain
important decisions relating to other companies in the group, require
the approval of 3/4 of the shares represented at the General Meeting
in addition to 3/4 of the share capital represented at the General
Meeting.
Furthermore, the Articles of Association prohibit shareholders from
owning more than 30 per cent of the shares or voting for more than
30 per cent of the votes.
The above provisions do not comply with the recommendations set
out in section 5 of the Code. The restrictions were put in place in
connection with the listing of the company and may only be
amended with the approval of 3/4 of the shares represented at the
General Meeting in addition to 3/4 of the share capital represented at
the General Meeting.
Section 6: Annual General Meeting
The Code recommends that all board members attend the General
Meeting. The Board Chair, the chair of the Nomination Committee,
the CEO and CFO as well as other relevant members of management
are present at the General Meeting. Vend has generally not deemed
it necessary to require the presence of all board members, but
considers this in connection with the relevant general meeting.
Section 14: Takeovers
According to Article 6 of the Articles of Association, shareholders
According to Article 6 of the Articles of Association, shareholders
may not own or vote for more than 30 per cent of the shares in the
company. These restrictions were put in place in connection with the
listing of the company and may only be amended with the approval
of 3/4 of the shares represented at the General Meeting in addition
to 3/4 of the share capital represented at the General Meeting.
VEND ANNUAL REPORT 2025
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Sustainability Statement
Index
General information……………………………………………………………………………..……………………………………………………………………………………………………………….….20
ESRS 2 General disclosures…………………………………………………………………………………………………………………………………………………………………………………….20
BP-1 – General basis for preparation of the sustainability statement………………………………………………………………………………………………….20
BP-2 – Disclosures in relation to specific circumstances……………………………………………………………………………………………………………………….20
GOV-1 – The role of the administrative, management and supervisory bodies………………………………………………………………………………….21
GOV-2 – Information provided to and sustainability matters addressed by our administrative, management and supervisory
bodies…………………………………………………………………………………………………………………………………………………………………………………………………………………23
GOV-3 – Integration of sustainability-related performance in incentive schemes…………………………………………………………………………..23
GOV-4 – Statement on due diligence………………………………………………………………………………………………………..………………………………………………..23
GOV-5 – Risk management and internal controls over sustainability reporting………………………………………………………………………………..23
SBM-1 – Strategy, business model and value chain………………………………………………………………………………………………………………………..………..24
SBM-2 – Interests and views of stakeholders…………………………………………………………………………………………….……………………………………………..26
SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business
model…………………………………………………………………………………………………………………………………………………………………………………………………………………26
IRO-1 – Description of the processes to identify and assess material impacts, risks and opportunities………………………………………29
IRO-2 – Disclosure requirements in ESRS covered by our sustainability statement………………………………………………………………..…………31
Environmental information………………………………………………………………..…………………………………………………………………………………….…………………..………..32
ESRS E1 – Climate change……………………………………………………………………………………………………………………………………………………………………………..………..32
E1-1 – Transition plan for climate change mitigation………………………………………………………………..……………………………………………………………..32
E1-2 – Policies related to climate change mitigation………………………………………………………………..……………………………………………………………..32
E1-3 – Actions and resources in relation to climate change policies……………………………………………………………………………………………………33
E1-4 – Target related to climate change mitigation………………………………………………………………………………………………………..……………………….33
E1-5 – Energy consumption and mix………………………………………………………………………………………………………………………………………………………...…34
E1-6 – Gross Scopes 1, 2, 3 and total GHG emissions………………………………………………………………………………………………………………………………..36
Disclosures pursuant to Article 8 of Regulation 2020/852 (Taxonomy Regulation) ………………………………………………………………………….………42
Minimum social safeguard criteria………………………………………………………………………………………………………………………………………………………………..42
Process eligibility and alignment……………………………………………………………………………..…………………………………………………………………………………..42
Eligible activities……………………………………………………………………………..……………………………………..………………………………………………………………………..42
Non-eligible activities……………………………………………………………………………..……………………………………………………………………………………………………..43
Eligibility rationale and method……………………………………………………………………………..…………………………………………………………………………………….43
Alignment rationale and method……………………………………………………………………………..…………………………………………………………………………………..43
Key performance indicators……………………………………………………………………………..………………………………………………………………….………………………..43
Social information………………………………………………………………..…………………………………………………………………………………….…………………..………………………...46
ESRS S1 – Our employees……………………………………………………………………………..………………………………………………………………….……………………………………...46
S1-1 – Policies related to our employees………………………………………………………………………………………………………………………………………………….…46
S1-2 – Processes for engaging with our employees and employees’ representatives about
impacts……………………………………………………………………………..…………………………………………………………………………………………………………………………….…47
S1-3 – Processes to remediate negative impacts and channels for our employees to raise concerns…………………………………………48
S1-4 – Actions related to our employees……………………………………………………………………………………………………………………………………………………48
S1-5 – Targets related to our employees……………………………………………………………………………………………………………………………………………………50
S1-6 – Characteristics of our employees……………………………………………………………………………………………………………………………………………………50
S1-9 – Diversity metrics……………………………………………………………………………………………………………………………………………………………………………….…52
S1-14 – Health and safety metrics…………………………………………………………………………………………………………………………………………………………….…52
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S1-16 – Remuneration metrics (pay gap and total remuneration) …………………………………………………………………………………………………..……52
S1-17 – Incidents, complaints and severe human rights impacts………………………………………………………………………………………………………...53
Governance information……………………………………………………………………………..………………………………………………………………………………………………………….……...54
ESRS G1 – Business conduct ………………………………………………………………………………………………………………………………………………………………………..54
G1-1 – Business conduct policies and corporate culture………………………………………………………………………………………………………………………..54
G1-2 – Management of relationships with suppliers………………………………………………………………………………………………………………………………..56
IRO-2 – Disclosure requirements in ESRS covered by our sustainability statement………………………………………………………………………….57
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General information
ESRS 2 General disclosures
BP-1 - General basis for preparation of the
sustainability statement
This sustainability statement is in accordance with the European
Sustainability Reporting Standard (ESRS), which is the standard
stipulated by the EU’s Corporate Sustainability Reporting Directive
(CSRD). The sustainability statement has been prepared on a
consolidated basis and is aligned with the financial scope (the
company and its subsidiaries), meaning that the scope of this
statement includes our marketplace verticals, delivery services and
investment activities. No subsidiaries have been exempted from
individual sustainability reporting. This statement covers our material
impacts, risks and opportunities (IROs) related to activities in our own
operations as well as in our upstream and downstream value chain.
We have not used the exemption from disclosing information on
impending developments or matters in the course of negotiation. No
information has been omitted on the grounds of confidentiality,
sensitivity or protection of intellectual property, know-how or
innovation.
BP-2 – Disclosures in relation to specific
circumstances
During 2025, Vend Marketplaces ASA (hereafter ‘Vend’) continued
the strategic transformation initiated in 2024 to become a pure-play
marketplace company. In the second quarter, the company officially
changed its name from Schibsted Marketplaces to Vend
Marketplaces, marking the completion of its separation from the
former media operations and the establishment of a distinct
corporate identity built around the vision ‘Smart choices made easy’.
Throughout the year, Vend further advanced the execution of its
vertical strategy, continuing to focus on its four core segments –
Mobility, Real Estate, Jobs and Recommerce – supported by adjacent
transactional services such as Qasa, Nettbil, AutoVex and HomeQ.
The operations in Lendo Group, Prisjakt Group and Mittanbud Group
were classified as disposal groups held for sale with effect from
November 2024. The operations in the Delivery Group were classified
as a disposal group held for sale with effect from May 2025. For more
information see note 33 Assets held for sale and discontinued
operations in the section "Notes to the consolidated financial
statements". The rebranding and updated corporate values have set
a unified culture for Vend, reinforcing its commitment to operational
efficiency, innovation and sustainable growth across the Nordic
markets.
Compared to our 2024 sustainability reporting, the following
changes have been made in the preparation and presentation of our
2025 Sustainability Statement:
• Updated double materiality assessment (DMA): Vend revised its
DMA to reflect the transition to a pure-play marketplace
company, resulting in a reduced and more focused set of
material IROs. See detailed information about the DMA in IRO-1 –
Description of the processes to identify and assess material
impacts, risks and opportunities.
• E4 Biodiversity and ecosystems and E5 Resource use and circular
economy deemed as non-material:
- ESRS E4 Biodiversity and ecosystems is no longer
considered material due to the divestment of Schibsted
Media, since this resulted in the absence of activities with a
material connection to biodiversity.
- ESRS E5 Resource use and circular economy is no longer
considered material. Whilst our marketplaces facilitate
circular consumption among users, Vend’s own operations
have very limited physical resource inflows or waste streams.
For this reason, E5 is not material for us to report on. Instead,
the link between circular economy and our platforms relates
to ESRS S4 Consumers and end-users, since we enable user
behaviour that supports resource efficiency.
• Refined data-collection and calculation processes for
environmental and social data: Improvements have been made to
strengthen data quality and streamline reporting. For more
information see sections E1-6 – Gross Scopes 1, 2, 3 and total
GHG emissions and S1-6 – Characteristics of our employees and
onwards in the S1 chapter.
• Governance data deemed non-material: The reduced reporting
scope has resulted in fewer material disclosure requirements
under G1 Business Conduct, reflecting the narrower set of
governance-related impacts and risks identified through the
updated DMA. The updated reporting scope for G1 no longer
includes quantitative data.
• New targets and metrics for sustainability: During 2025, Vend
decided on new targets for sustainability. For information on
these targets and their related metrics, refer to sections E1-4 –
Target related to climate change mitigation, S1-5 – Target
related to our employees, and G1 – Target related to business
conduct.
Beyond the updates described above, the following information
regarding specific circumstances should be noted:
• Methodology for metrics: Unless specified, the metrics
presented in the sustainability statement have not undergone
validation by any external organisation.
• Disclosures stemming from other legislation or generally
accepted sustainability reporting pronouncements: As well as
following the ESRS structure, this statement covers the
disclosures required by sections 1-2a and 2-3 of the Norwegian
Accounting Act and by the EU Taxonomy.
• Incorporation by reference: Section IRO-2 – Disclosure
requirements in ESRS covered by our sustainability statement is
reported in full at the end of G1 – Business conduct, using
incorporation by reference.
• Areas subject to phase-in: For this year’s reporting, Vend is
applying the phase-in provisions introduced through the EU
Omnibus (ESRS ‘Quick Fix’), which have been incorporated into
Norwegian law. These transitional provisions allow undertakings
to omit certain disclosures for a limited period. In this year’s
reporting we are phasing in two material matters: S2 Workers in
the value chain, and S4 Consumers and end-users. For an
overview of these areas, which have been assessed as material
but will not be covered by this statement, see Table 1 below. Note
that there are currently no time-bound targets or metrics in
place for the matters in question. Beyond the areas described
above, Vend is also applying the phase-in option for S1-13
(Training and skills development) and for S1-14 (Health and
safety) in respect of data points relating to work-related ill
health and days lost, in line with the permitted transitional
provisions.
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BOARD OF DIRECTORS' REPORT
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ESRS 2 – Table 1: Information on material topics subject to phase-in
ESRS topic
Connection to business model and
strategy
Governing policies
Actions taken during 2025 related to negative
impacts
S2 –Workers
in the value
chain
Vend’s value chain includes workers
engaged through Delivery subcontractors
and selected partners. Although not part
of the core marketplace business model,
ensuring respect for human rights and
decent working conditions in the value
chain is essential to responsible business
conduct and compliance with the
Norwegian Transparency Act.
• Code of Conduct (hereafter “CoC”)
(for more information on this policy, see
section G1-1 – Business conduct policy
and corporate culture).
• Business Partner CoC (for more
information on this policy, see section
G1-1 – Business conduct policy and
corporate culture).
• Increased number of employed drivers, reducing
reliance on subcontractors.
• Conducted supplier follow-up meetings on health,
safety and compliance.
• Required all subcontractors to sign Vend’s
Business Partner CoC.
• Initiated certification under the Fair Transport
programme to strengthen responsible transport
practices.
S4 –
Consumers
and end-
users
Consumers and end-users are at the centre
of Vend’s marketplace business model.
The company’s vision – ‘Smart choices
made easy’ – relies on building trust,
transparency and safety for users across
Mobility, Real Estate, Jobs and
Recommerce.
• CoC (for more information on this
policy, see section G1-1 – Business
conduct policy and corporate culture).
• Privacy and Cookie Policy: Explains
how Vend collects, uses, shares and
protects users’ personal data and
cookies to ensure transparency,
security and compliance with privacy
laws like GDPR.
• Security Policy: Establishes executive
accountability and integrates security
into business processes to ensure
compliance with NIS2, clear ownership
and consistent oversight across all
operations.
• Established a Crisis Management Framework to
strengthen organisational resilience and ensure
compliance with the EU NIS2 Directive. The
framework strengthens Vend’s cybersecurity and
crisis response capabilities, reducing the risk of
service disruptions, data breaches or other incidents
that could negatively affect consumers and end-
users.
• Improved user protection and service quality
through faster, clearer dispute resolution processes,
supported by AI-driven automation to ensure timely
and fair outcomes.
• Implemented DSA-compliant notice-and-action
procedures to identify and remove harmful or
fraudulent content, strengthening user safety and
platform integrity.
GOV-1 - The role of the administrative, management
and supervisory bodies
Governance framework
Vend's governance structure is composed of the Board of Directors
(hereafter ‘the Board’) and the Executive Leadership Team (hereafter
‘the ELT’), which together constitute the administrative,
management and supervisory bodies. The ELT is considered the
management and administrative body, while the Board is considered
the supervisory body. The Board is responsible for oversight,
ensuring strategic direction and monitoring financial and
sustainability-related IROs. Board committees such as the Audit
Committee, Compensation Committee and Nomination Committee
play a supporting role to the Board. The Audit Committee is
responsible for overseeing financial integrity, risk management and
sustainability reporting processes, including internal controls. The
Compensation Committee is responsible for preparing and advising
the Board on matters related to remuneration of the ELT, including
compensation policies, principles and terms of employment, as well
as supporting the Board’s oversight of talent management
initiatives. The Nomination Committee is responsible for evaluating
and recommending candidates for the Board, ensuring a robust and
diverse composition that aligns with our long-term strategy and
governance requirements. The ELT, led by the CEO, is accountable
for the day-to-day management of the company, implementing
strategic initiatives and integrating sustainability considerations into
business operations. Responsibility for managing sustainability-
related IROs is delegated to specific ELT members. The Head of
Sustainability leads the coordination of Vend’s sustainability
strategy, oversees the DMA and ensures implementation of
sustainability policies and actions across the organisation. The CFO
oversees internal control over sustainability reporting and alignment
with enterprise risk management (ERM). Other ELT members are
accountable for integrating material sustainability matters into their
areas of responsibility, including operational follow-up and resource
allocation.
The Board exercises oversight of sustainability matters by reviewing
information from the ELT and the Head of Sustainability on material
IROs, progress on targets and the effectiveness of related policies
and actions. This oversight covers the governance processes,
controls and procedures in place to manage material sustainability
matters, ensuring that the Board remains adequately informed and
can fulfil its supervisory role.
Board composition
The Board comprises 10 regular members and two deputy members;
seven shareholder-elected and five employee-elected
representatives (of which two are deputies). The shareholder-
elected members serve one-year terms, while the employee-elected
representatives serve two-year terms. With a 1:1 (50 per cent) ratio of
female to male Board members, excluding deputies, the Board’s
composition adheres to the Norwegian Public Limited Liability
Companies Act, which mandates that the minority gender must
represent at least 40 per cent of the Board members. When deputies
are included, this ratio is also 1:1 (50 per cent). In addition to gender
balance, the Nomination Committee considers age, education,
professional background and international experience as relevant
diversity criteria when evaluating the Board’s composition. The Board
has experience with the sectors, products and geographic reach of
the company. Members bring deep experience in marketplaces,
technology and digital industries, contributing with critical insights
into global marketplace dynamics and technology operations.
Geographic diversity is supported by leaders with extensive roles in
Nordic companies, alongside global perspectives from members with
experience in international markets. Additionally, the inclusion of
employee-elected representatives enriches the Board with first-
hand insights into technology, localisation and market-specific
strategies across multiple countries. This breadth ensures that the
Board effectively navigates Vend's complex multi-market
environment.
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Board independence and compliance
The Board ensures that it operates independently of any special
interest. The current Board meets the requirement set forth in the
Norwegian Code of Practice for Corporate Governance, which states
that the majority of shareholder-elected Board members must be
independent of the company's executive personnel and material
business and that at least two of the shareholder-elected Board
members must be independent of the main shareholders. In 2024,
Karl-Christian Agerup was not considered independent of the
company’s main shareholders due to his position as deputy Board
member of the Tinius Trust. Since Tinius Trust remains the largest
shareholder in Vend, this assessment remains unchanged. All other
shareholder-elected Board members are considered independent.
Executive Leadership Team composition
The ELT is composed of nine members, of which four are female (44
per cent) and five male (56 per cent). The ELT brings a broad mix of
strategic, operational and technical competencies, with collective
experience in data and technology innovation, marketplace
development, financial management, marketing and people-focused
organisational development. Team members have held senior roles
across global technology companies, telecommunications, digital
marketplaces, banking and entrepreneurial environments. This
diversity of professional backgrounds and expertise, together with
geographic diversity across the Nordic markets, supports informed
decision-making and enables the ELT to guide Vend’s strategic
direction and operational execution.
Sustainability competence
The Board and the ELT maintain sustainability competence through
targeted briefings, need-based training in evolving EU sustainability
regulations and climate-related risks, and through access to
external experts when evaluating material sustainability matters.
Sustainability and business conduct are regularly integrated into
strategic discussions, risk assessments and decision-making
processes.
ESRS 2 – Table 2: Responsibility for IROs in the Executive Leadership Team
IRO
Responsible ELT member
Energy consumption in own operations and GHG (greenhouse gas) emissions from own
operations and value chain negatively impact climate change
EVP PTX Core & CPTO, EVP People and Communications
Poor psychosocial and ergonomic working conditions can negatively affect employees’
health and well-being
EVP People and Communications
A clear purpose, culture and performance on sustainability, with a focus on inclusion, will
increase the likelihood of attracting and retaining talent
EVP People and Communications
Poor working conditions in our value chain might negatively affect workers
EVP Recommerce (Delivery oversight) and PTX Core for vendor
management
By providing safe and easy-to-use digital infrastructure for transactions in a market
characterised by low transparency, we improve security for our users and make smart
choices easy
EVP Jobs, EVP Recommerce, EVP Mobility, EVP Real Estate
Criminal activities, fraud and harassment on our platforms can reduce consumer trust,
which could lead to lower usage and revenues
EVP Jobs, EVP Recommerce, EVP Mobility, EVP Real Estate
Privacy breaches might lead to breach of GDPR and result in financial penalties and harm
our reputation
EVP PTX Core & CPTO
Cybersecurity breaches could compromise the privacy of users by exposing their sensitive
data
EVP PTX Core & CPTO
Lack of business integrity and responsible conduct, internally and among business
partners, may harm trust, reputation and compliance
EVP Marketing and Sales
Non-compliance with fast-evolving artificial intelligence (AI) regulation and governance
requirements may cause financial and reputational risks
EVP PTX Core & CPTO
GOV-1, G1 – The role of the administrative,
management and supervisory bodies
At Vend, the role of the administrative, management and supervisory
bodies related to business conduct is to uphold the CoC and ensure
that relevant actions be taken to reduce the risk of negative impacts.
This includes, but is not limited to, considering risks related to
business conduct as part of the ERM process. The administrative,
management and supervisory bodies have the following expertise
related to business conduct matters:
The Board of Directors
The Board possesses extensive experience in governance, corporate
oversight and ethical business leadership. Several Board members
bring deep expertise in financial governance, strategic decision-
making, digital transformation and technology ethics that are critical
for overseeing responsible business practices and compliance in a
digital marketplace context. Employee representatives contribute
with an operational perspective, ensuring alignment between
leadership decisions and day-to-day conduct.
The Executive Leadership Team
The ELT demonstrates strong expertise in ethical business
operations, financial integrity and governance. CEO Christian
Printzell Halvorsen and CFO Per Christian Mørland ensure
transparency and compliance in decision-making and financial
management. Leaders such as Maria Sandgren (CPTO & EVP PTX
Core) and Antonia Brandberg Björk (EVP People & Communications)
focus on responsible data practices and on fostering an ethical
business culture. Their collective experience supports robust
business conduct and accountability across Vend.
VEND ANNUAL REPORT 2025
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GOV-2 – Information provided to and sustainability
matters addressed by our administrative,
management and supervisory bodies
Governance and monitoring of material sustainability matters
As an integral part of Group performance and strategy management,
the members of the ELT, their respective management teams and the
Head of Sustainability monitor progress on material sustainability
matters. This work includes evaluating the results and effectiveness
of policies, actions, metrics and targets adopted to address these
matters. The Head of Sustainability also monitors the overall
progress of actions and targets and reports to the Board and the ELT
on a need-to-know basis and at least annually. During 2025, three
such updates were provided.
Reviews and reporting to the Board
The progress on targets and actions and their effectiveness is
reviewed at least three times per year by the ELT. The
implementation of policies and their effectiveness is reviewed
annually. The annual sustainability statement, which is integrated
into the annual report, forms the main report to the Board on
sustainability. Critical concerns relating to Vend’s material social and
environmental IROs can also be addressed and communicated to the
Board on a need-to-know basis or through the whistleblower or risk
management processes.
Due diligence for potential investments
For all potential investments in new companies, a sustainability due
diligence is performed that informs the bodies about the IROs related
to the target company. The Board and the ELT are informed of this
due diligence process on an ad-hoc basis and of the outcome of
each due diligence evaluation in connection with potential
investment decisions.
Risk assessment, reporting processes and decision-making
The ELT reviews risk assessments of strategic, market-related, legal,
sustainability, compliance-related and ethical issues as well as
operational and organisational risk assessments. These risk
assessments are made in order to understand and act on matters
important to Vend or our stakeholders. Risk assessments are also
reported to and reviewed by the Audit Committee and the Board. The
Board and the ELT may engage internal sustainability experts to
assess sustainability-related IROs when evaluating strategic options
and making decisions. Currently, the Board and the ELT do not
explicitly consider IROs related to trade-offs or decisions on major
transactions. During 2025, all IROs were addressed by the Board and
the ELT. For a full list of IROs, see section SBM-3 – Material impacts,
risks and opportunities and their interaction with strategy and
business model.
GOV-3 – Integration of sustainability-related
performance in incentive schemes
No specific incentives schemes related to sustainability matters are
currently offered to the Board or the ELT. However, such incentives
have previously been offered, and the need for them is reviewed
annually. Vend has no sustainability or climate-related performance
indicators included in incentive schemes.
GOV-4 – Statement on due diligence
Vend has a process for due diligence at both Group and subsidiary
level. The process is based on the OECD due diligence model as
described in the Guidelines for Multinational Enterprises.
Responsibility for the due diligence processes is shared between the
sustainability and compliance functions at Group level.
Responsibility for due diligence processes also lies with each
subsidiary. To manage identified risk areas, subsidiaries have
developed their own specific internal follow-up processes. The
internal processes are adapted to the company’s size and identified
risk areas. According to our CoC, employees are expected to exercise
caution when selecting business partners and to conduct third-party
due diligence in accordance with internal procedures when deemed
necessary. All companies must comply with applicable laws and
regulations, including sanctions regimes, trade controls and
import/export requirements. See the table below for a mapping of
the information provided in the sustainability statement about the
due diligence process.
ESRS 2 – Table 3: Information about the due diligence process
Core elements of due
diligence
Paragraphs in the sustainability statement
Embedding due diligence
in governance, strategy
and business model
GOV-1: The role of the administrative,
management and supervisory bodies
GOV-2: Information provided to and
sustainability matters addressed by our
administrative, management and supervisory
bodies
S1-1: Policies related to our employees
Engaging with affected
stakeholders in all key
steps of the due diligence
SBM-2: Interests and views of stakeholders
S1-2: Processes for engaging with our
employees and employees’ representatives
about impacts
Identifying and assessing
adverse impacts
IRO-1: Description of the processes to identify
and assess material impacts, risks and
opportunities
Taking action to address
those adverse impacts
E1-3: Actions and resources in relation to
climate change policies
S1-4: Actions related to our employees
Tracking the
effectiveness of these
efforts and
communicating
S1-3: Processes to remediate negative
impacts and channels for our employees to
raise concerns
GOV-5 – Risk management and internal controls over
sustainability reporting
Vend’s Internal Control over Sustainability Reporting (ICSR) is an
integral part of the reporting process and is built on the COSO
1
internal control integrated framework. The primary purpose of
Vend’s ICSR is to enable high-quality, reliable and compliant
sustainability reporting through effective governance, risk
management, controls and oversight.
Following the initial formalisation of the ICSR framework in 2024,
Vend further strengthened its ICSR system during 2025 by improving
governance, clarifying roles and responsibilities and further
developing coordination across contributing functions. As part of
this enhancement, Vend performed two structured sustainability risk
assessments during 2025. The scope of Vend's risk management and
internal control processes cover all legal entities included in our
sustainability reporting. The first assessment, carried out in spring
2025, was informed by lessons learned from the 2024 sustainability
reporting and focused on identifying the most critical sustainability
reporting risks for the 2025 reporting cycle. This assessment
enabled Vend to prioritise risks, allocate additional resources and
strengthen cross-functional collaboration to address identified risk
areas. The second assessment, conducted in autumn 2025,
reassessed the identified risks and evaluated the effectiveness of
the mitigation measures implemented during the year.
1
COSO refers to the Committee of Sponsoring Organizations
VEND ANNUAL REPORT 2025
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Methodology and identified risks
Sustainability reporting risks were identified by considering the full
sustainability reporting process and relevant supporting processes.
Identified risks were assessed and prioritised using a combined
evaluation of likelihood and magnitude, as illustrated in the table
below. In assessing likelihood, Vend considered factors such as the
complexity of applicable regulatory requirements, the complexity of
the reporting process, the maturity and competence of the
organisation, organisational changes made during the year, and
experience from prior sustainability reporting cycles. A quantitative
threshold of 15 was used to prioritise the identified risks. In the initial
risk assessment conducted in spring 2025, three risks exceeded this
threshold. These risks primarily related to data quality, competence
gaps, tight reporting timelines and regulatory complexity, with
particular focus on ensuring that sufficient resources were available
in a timely manner for the 2025 sustainability reporting process.
Following this assessment, Vend implemented targeted risk
mitigation measures, including strengthened governance, clarified
responsibilities and the enhancement of internal controls. In the
second risk assessment conducted in autumn 2025, the results
showed that none of the previously prioritised risks remained above
the defined threshold. This outcome demonstrates that the
mitigation measures significantly improved Vend’s sustainability
reporting risk profile and contributed to increased stability and
predictability in the reporting process.
ESRS 2 – Table 4: Rating scale for assessing risk of misstatement
Rating scale for assessing the risk of misstatement in the sustainability
statement
Likelihood scale:
1 - Rare (< 20% chance)
2 - Unlikely (21–40% chance)
3 - Possible (41–60% chance)
4 - Likely (61–80% chance)
5 - Almost certain (> 81% chance)
Magnitude scale:
1 - Insignificant
2 - Minor
3 - Moderate
4 - Major
5 - Catastrophic
Internal controls and management of results
As part of the 2025 risk assessment process, a defined set of internal
controls was identified, designed and executed to mitigate
sustainability reporting risks. These controls are embedded within
the sustainability reporting process and form the foundation of
Vend’s risk mitigation approach. Key control activities include
structured reviews, documentation and validation of sustainability
data, reconciliation and verification procedures, completeness and
reasonableness checks, strengthened governance over qualitative
disclosures as well as management oversight and formal approval
processes.
The results of the risk assessments are integrated into Vend’s
internal functions and processes, including the data collection and
verification activities performed throughout the sustainability
reporting cycle. The Head of Sustainability has overall responsibility
for the sustainability reporting process and the operation of the ICSR
framework, with guidance and support from the Head of Internal
Control. Information on sustainability reporting risks, internal
controls and mitigation measures is reported to the Audit Committee
and escalated to the ELT if required.
SBM-1 – Strategy, business model and value chain
Our strategy and its connection to sustainability matters
Vend provides digital services across online marketplaces (e.g., FINN,
Blocket, Tori and DBA). Vend operates a vertical-based business
model covering Mobility, Real Estate, Jobs and Recommerce.
Operating within the Nordic markets, Vend serves a vast customer
base across Norway, Sweden, Finland and Denmark. With more than
300 million visits per month, many consumers in the Nordics engage
with our services. We employ 3,925 individuals distributed across our
operations. For specific headcounts by geography, see section S1-6
– Characteristics of our employees.
During 2025, changes to our strategy that relate to sustainability
include the divestment of Lendo and the classification of the
Delivery business as held for sale. These developments reduced our
exposure to the financial services sector and, going forward, will
reduce our high climate impact transportation activities. Combined,
this will further concentrate our operations around our core Nordic
marketplaces. No new major products or services were added during
the year, and no new customer groups or markets were entered. Our
vision, Smart choices made easy, guides how we create value: by
making it easier for people to choose well, live more sustainably and
act smarter. Sustainability is integrated into Vend’s business model
and long-term strategy, shaping product development, innovation
and partnerships. As a digital infrastructure provider, Vend
contributes to sustainability primarily by enabling user behaviour
that supports more resource-efficient, transparent and safe
transactions. Through our platforms, users can make informed
decisions, access reliable information and participate in second-
hand trading that extends product lifetime and reduces the need for
new resource extraction. Several of our marketplace verticals play a
role in enabling circular consumption among users, and their
business models support more efficient use of existing goods.
Central to this approach is the recognition that user choices drive
much of Vend’s sustainability contribution. By providing trusted and
accessible marketplaces, we enable individuals and businesses to
make choices that support long-term value creation and more
sustainable consumption patterns. Looking ahead, Vend’s strategy
includes continued development of digital and data-driven
solutions, including AI. These developments create both
opportunities and increased demands related to digital safety, AI
governance and regulatory compliance, which are addressed
through strengthened governance and responsible innovation
practices.
Overall, sustainability is embedded in our strategy by focusing on
enabling smart choices for users, improving marketplace
transparency and supporting safe and reliable transactions.
Sustainability-related goals
Vend’s sustainability-related goals are closely linked to our vision,
Smart choices made easy, and reflect how sustainability is embedded
in our business model and value creation. We have the following
sustainability-related goals:
• Increasing the number of transactions in Recommerce aims to
promote reuse and circular consumption by connecting buyers
and sellers more efficiently. This goal targets consumers and
end-users across our Nordic marketplaces, contributing to
reduced waste and extending product life cycles.
• Empowering buyers to make smarter choices by improving
marketplace efficiency, transparency and accessibility
strengthens trust and usability, particularly across Real Estate
and Mobility verticals. By providing reliable and comparable
information, we enable consumers to make better financial and
environmental decisions related to housing and mobility,
ensuring that digital services are inclusive and benefit all user
groups.
• Driving an inclusive candidate experience is a goal within the
Jobs vertical. It focuses on jobseekers and employers, promoting
equal opportunities and fair recruitment processes while
improving access to meaningful work.
• Together, these goals span all major segments of Vend’s
business and customer base, covering our Nordic markets
(Norway, Sweden, Finland and Denmark). They demonstrate our
responsibility to enable sustainable consumption, mobility and
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BOARD OF DIRECTORS' REPORT
24
employment and to operate in ways that support both people
and the planet.
Description of our value chain
Our business model is centred around operating digital platforms
that connect users with services and products across various
sectors, specifically Mobility, Real Estate, Jobs and Recommerce. We
also operate delivery services that distribute physical goods such as
newspapers and parcels. The latter will not be described further in
this section seeing as it is held for sale. For information on our key
value chains, see the image and table below.
ESRS 2 – Table 5: Information on our value chains for our core business
Description
We operate digital marketplaces for mobility, real estate, jobs and recommerce. Marketplaces generally include business-to-consumer and
consumer-to-consumer classifieds as well as consumer-to-business auctions. Our position in the value chain is as a facilitator, connecting
sellers (individuals or businesses) with buyers or, in the case of jobs, connecting employers with candidates through accessible and transparent
platforms. Benefits include providing users with reliable access to a wide variety of options for selling goods or finding jobs and
accommodation. Investors gain value from stable and scalable digital platforms with recurring revenue streams.
Direction
Upstream
Own operations
Downstream
Types of
activities
• Input of ads, production of goods and
services listed on site
• Procurement of input goods and
services for operations (offices, IT
equipment, digital services and
infrastructure, consultants).
• Employee recruitment and management
• Marketing of own brand
• Data and technology management and
development
• User management
• Engagement and safety
• Sales and account management
• Transaction processing
• Display advertising
• Enabling secure transactions of second-hand
goods, promoting circular consumption patterns,
facilitating the distribution of physical goods.
• Enabling users to find properties or
accommodation efficiently.
• Enabling employers to find talent efficiently,
supporting jobseekers in finding employment.
• Enabling business customers, such as car
dealers and real estate agents, to connect with
relevant prospective buyers
Key
relationships
and main
business
actors
Suppliers of ICT hardware and services,
electricity providers, professional
services firms.
• Partnerships with technology providers,
real estate agents, car dealers,
recruitment providers and logistic
providers.
• Engagement with employees to ensure
platform development and safety.
Consumers and end-users, businesses, sellers and
buyers, advertisers utilising display space.
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SBM-2 – Interests and views of stakeholders
Vend actively engages with stakeholders through market research,
partner dialogues and interviews, recognising that our operations
rely on the trust of our users and partners. Such interactions, and
stakeholder engagement in general, serve the purpose of shaping
our business strategies, product development and for understanding
our impact. Engagement methods are determined by the stakeholder
group categories and their direct and indirect influence on Vend. The
interests and views of key stakeholders, including employees,
consumers, business partners, policymakers, investors and others
connected to our value chain, are prioritised because they directly
inform Vend’s strategy and business model. These perspectives
guide our long-term direction, help address sustainability-related
risks and opportunities, and ensure that the business continues to
build trust and deliver value for users and society.
The Board has entrusted the ELT with responsibility for stakeholder
interaction. The ELT engages with stakeholders through various
channels, including employee committees, employee
representatives, industry associations, dialogue with key corporate
customers, regulatory discussions, media interviews and investor
relations. The outcome of this engagement, and the views and
interests of affected stakeholders with regard to sustainability-
related impacts, are reported to the Board on a regular basis.
The outcome of stakeholder engagement is used to inform strategic
planning, shape sustainability priorities, guide communication
towards users and employees, and support policy positioning.
Vend’s (then Schibsted Marketplaces) overall strategic direction was
defined in 2024, while 2025 focused on implementing the strategy
under the new Vend identity, culture and values. Stakeholder
insights during the year were used primarily to refine and reinforce
existing priorities.
The following engagement occurs with our key stakeholders:
• Employees: In 2025, a sustainability survey was completed by
more than 20 per cent of employees, providing insights into
internal priorities and expectations. Feedback helped identify
areas for improvement in workplace culture, awareness of
sustainability initiatives and expectations for leadership
engagement. The survey highlighted the importance of clear
leadership, inclusion and a supportive working environment.
These insights have informed our continued focus on
strengthening our leadership framework, harmonising people
practices and developing initiatives that support well-being and
collaboration across markets.
• Consumers: Consumer perspectives were informed by a brand
perception study conducted in 2024. It was carried out online
using an external consumer panel among people aged 16–74
across all Nordic markets. Participants were selected through
random sampling and screening questions to ensure that the
sample was representative of the national populations engaging
with our marketplaces. The study followed recognised market-
research standards to ensure data validity and reliability. Insights
from the study, including consumers' general preferences
related to ease of use and overall user experience, were applied
in 2025 to strengthen communication, marketplace
development and overall strategic positioning.
• Investors and owners: Vend maintains a continuous dialogue with
shareholders and debt investors through quarterly results
presentations, individual meetings, and the Annual General
Meeting. This engagement focuses on our strategic
transformation, financial performance, and long-term value
creation. In these dialogues, AI-related developments,
cybersecurity, and governance emerged as areas of increasing
interest. Furthermore, we engage with major owners and monitor
ESG ratings to ensure transparency regarding our sustainability
performance.
• Policymakers and external stakeholders: Vend’s Public Policy
function maintained regular dialogue with authorities, EU
representatives, and industry associations on topics such as
digital regulation and the circular economy. These interactions
are used to understand and respond to evolving regulatory
requirements, including the Digital Services Act (DSA) and the EU
AI Act. Engagement also focuses on how digital marketplaces
can promote sustainable consumption and support resource
efficiency across the Nordic markets.
• Workers in the value chain: Our engagement with workers in the
value chain takes place primarily through business partner
relationships and supplier assessments which aim to strengthen
transparency, encourage responsible practices and promote fair
and safe working conditions. Feedback from these interactions
highlights the importance of fair and predictable working
arrangements, which in turn informs our approach to responsible
business partner practices.
SBM-2 – S1 Our employees: interests and views of
stakeholders
Vend’s strategy and business model take the interests, views and
rights of people into consideration through the processes for
engaging with our employees described in section S1-2 – Processes
for engaging with our employees and employees’ representatives
about impacts. During 2025, this included a sustainability survey
completed by more than 20 per cent of employees, feedback
sessions and manager dialogues linked to the rollout of Vend’s new
culture and values, and cooperation with employee representatives
on health, safety and working conditions. Regular All Hands meetings
also serve as a key dialogue channel, where employees can raise
questions directly to the ELT on topics such as strategy,
organisational changes and ways of working.
A new initiative launched in 2025 was the Culture Hackers group,
where employees from across the business help identify cultural
friction points and suggest practical improvements through so-
called Culture Hackathons. These engagements have provided
valuable insights on collaboration, inclusion and well-being,
informing initiatives related to leadership development and the
continued rollout of Vend’s culture and values.
SBM-3 – Material impacts, risks and opportunities
and their interaction with strategy and business
model
This is the second year Vend reports according to CSRD. Following
our updated business strategy defined in 2024 and implemented in
2025, we updated our DMA to reflect the transition to a pure
marketplace company under the new Vend brand and organisational
structure. This update resulted in a reduced number of IROs, but with
clearer strategic focus on and connection to our business model. All
of Vend’s IROs are covered by ESRS Disclosure Requirements. No
additional entity-specific disclosures are used for this year’s
sustainability statement, apart from the entity-specific target in G1 –
Business Conduct.
For an overview of all material IROs resulting from the updated DMA
performed in 2025, see the table below. The table also includes
information on where in our business model, own operations and our
upstream and downstream value chain these material IROs are
concentrated.
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ESRS 2 – Table 6: Vend’s material impacts, risks and opportunities
ESRS topic
Sub-topic
IRO
Type of IRO
Business model location
Value chain
level
Time
horizon
E1 Climate
change
• Climate change
mitigation
• Energy
consumption
Energy consumption
in own operations
and GHG emissions
from own operations
and value chain
negatively impact
climate change
Actual
negative
impact
This impact connects to several aspects of
our business model rather than being
concentrated in a certain part of it. The
impact originates from our business model,
since we need energy and resources – which
result in emissions – to run our operations.
Some of our Scope 3 impact is connected to
our business relationships, such as emissions
from procurement. These emissions
contribute to climate change, which affects
ecosystems and may indirectly influence
people through environmental degradation
over time.
Upstream Own
operations
Downstream
Short term
S1 Our
employees
Working conditions
Poor psychosocial
and ergonomic
working conditions
may negatively
affect employees’
health and well-
being
Actual
negative
impact
This impact connects to many aspects of our
business model and is not concentrated in a
certain part of it. The impact originates from
our business model since we need employees
for our operations. This impact connects to
our own activities, and not to business
relationships. Poor working conditions can
negatively affect employees’ physical and
mental well-being, leading to reduced job
satisfaction and potential health impacts.
Own operations
Short term
S1 Our
employees
Equal treatment and
opportunities for all
A clear purpose,
culture and
performance on
sustainability, with a
focus on inclusion,
will increase the
likelihood of
attracting and
retaining talent
Opportunity
This opportunity connects to many aspects
of our business model and is not
concentrated in a certain part of it. By
strengthening inclusion and equal
opportunities, employees experience
improved well-being and engagement and
fair access to development and career
progression.
Own operations
n/a
S2 Workers
in the
value
chain
(phase-in)
• Secure
employment
• Working time
• Health and safety
Poor working
conditions in our
value chain might
negatively affect
workers
Negative
impact
This impact connects to our delivery services.
The impact originates from our delivery
business model, since we need workers in our
value chain for our Delivery operations. This
impact connects to both our own activities
and to business relationships. If working
conditions are inadequate, workers may
experience health and safety risks, financial
insecurity and reduced well-being.
Upstream
Downstream
Medium
term
S4
Consumers
and end-
users
(phase-in)
• Personal safety
of consumers
and/or end-users
• Social inclusion
of consumers
and/or end-users
By providing safe
and easy-to-use
digital infrastructure
for transactions in a
market
characterised by low
transparency, we
improve security for
our users and make
smart choices easy
Actual
positive
impact
This impact connects to our marketplaces.
The impact originates from our business
model, since providing digital infrastructure is
a core business for us. This impact connects
to our own activities rather than to business
relationships. By enabling safe and easy-to-
use platforms, users benefit from secure and
informed transactions, while our
marketplaces also support circular
consumption patterns.
Downstream
Short term
S4
Consumers
and end-
users
(phase-in)
Personal safety of
consumers and/or
end-users
Criminal activities,
fraud and
harassment on our
platforms can
reduce consumer
trust, which could
lead to lower usage
and revenues
Risk
This risk connects to our marketplaces.
Such incidents may harm users’ sense of
safety, expose them to financial loss or
emotional harm, and reduce their willingness
to participate in digital transactions.
Own operations
Downstream
n/a
S4
Consumers
and end-
users
Information-related
impacts for
consumers and/or
end-users
Privacy breaches
might lead to breach
of GDPR and result
in financial penalties
Risk
This risk connects to our marketplaces.
Privacy breaches can expose users’ personal
data, causing financial loss, emotional
distress and reduced trust in digital services.
Own operations
Downstream
n/a
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ESRS topic
Sub-topic
IRO
Type of IRO
Business model location
Value chain
level
Time
horizon
(phase-in)
and harm our
reputation
S4
Consumers
and end-
users
(phase-in)
• Information-
related impacts for
consumers and/or
end-users
• Personal safety
of consumers
and/or end-users
Cybersecurity
breaches could
compromise the
privacy of users by
exposing their
sensitive data
Negative
impact
• This impact connects to our marketplaces.
The impact originates from our business
model, since providing digital infrastructure
where users enter their data is part of our
operations in order to deliver our services.
This impact connects to our own activities,
rather than to business relationships.
• Cybersecurity breaches may compromise
user safety by exposing sensitive
information and increasing the risk of fraud
or other harms.
Downstream
Medium
term
G1
Business
conduct
• Corporate Culture
• Protection of
whistleblowers
• Management of
relationships with
suppliers,
including payment
practices
Lack of business
integrity and
responsible
conduct, internally
and among business
partners, may harm
trust, reputation and
compliance
Risk
• This risk connects to many aspects of our
business model and is not concentrated in a
certain part of it.
• Misconduct can negatively affect people
by undermining fair treatment, reducing
trust and increasing the risk of unethical
practices affecting employees, users or
partners.
Upstream
Own operations
Downstream
n/a
G1
Business
conduct
• Corporate Culture
• Management of
relationships with
suppliers,
including payment
practices
Non-compliance
with fast-evolving AI
regulation and
governance
requirements may
cause financial and
reputational risks
Risk
• This risk connects to many aspects of our
business model and is not concentrated in a
certain part of it.
• Insufficient AI governance may expose
users or employees to unintended harm,
such as biased outcomes, privacy risks or
reduced transparency.
Downstream
n/a
Current and anticipated financial effects
Vend has not identified any significant current or anticipated effects
of its material IROs on its business model, value chain or strategy,
although some adjustments may occur as Vend and its value chain
partners adapt to address these issues. The IROs give direction to our
future sustainability work and will inform our general decision-
making processes. Due to our business model, pursuing our business
objectives is in many cases aligned with achieving positive
sustainability-related outcomes. While we continuously address
identified IROs, we have not yet decided whether to make any
significant changes to our strategy and business model in response
to them. However, this will be considered as part of our ongoing work
on addressing these IROs. Following an assessment of our IROs, we
have determined that our material risks and opportunities will not
have significant effects or cause material adjustment to the carrying
amounts of assets and liabilities reported in the related financial
statements within the next annual reporting period. These risks and
opportunities will be taken into consideration when making financial
plans and provisions for the future, and this assessment might
change as we adapt to our material risks and opportunities. Vend has
not quantified the current financial effects of our material risks and
opportunities, including the impact on our financial position,
performance and cash flow.
Resilience of our strategy and business model
As part of the updated DMA process for 2025, Vend conducted a
qualitative analysis of its strategy and the resilience of its business
model in terms of its capacity to address material impacts and risks
and to take advantage of material opportunities. The analysis was
conducted as an integrated part of our review processes, based on
the updated set of material IROs and informed by internal
discussions within the sustainability team. The review included
management-level validation to ensure alignment with our strategic
priorities and governance framework. The analysis indicates that we
have the capacity to address material IROs, within the applicable
time horizons, stated in ESRS 1.
SBM-3, E1 – Material impacts, risks and opportunities
and their interaction with our strategy and business
model
As an operator of digital marketplaces and delivery services with no
major sites in specific climate-related risk areas, we have a robust
business model with regard to climate change. Vend has not
identified any climate-related risks and cannot, therefore, disclose
any climate-related physical or transitional risks. However, we do
acknowledge that the ongoing climate crisis can have far-reaching
impacts on many businesses, including ours, either directly or
indirectly. During 2024 we performed an analysis to understand the
resilience of our strategy and business model to climate change. The
scope of the resilience analysis was limited to the DMA process (and
underlying supporting analyses) performed during 2024, and in that
process no climate-related risks were identified as material. For the
full scope of the DMA, see section IRO-1 – Description of the
processes to identify and assess material impacts, risks and
opportunities. A resilience analysis and a scenario analysis are
planned for development in the coming years to create a deeper
understanding of how and when we could be impacted by climate-
related risks.
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SBM-3, S1 – Material impacts, risks and opportunities
and their interaction with strategy and business
model
Types of employees subject to impacts by our operations
All members of Vend’s employees are included in the scope of our
reporting. Vend’s employees and non-employees who are subject to
material impacts are characterised by the following;
• Employees: Individuals hired under a contract of employment to
perform work for an employer in exchange for a wage, salary, fee
or other payment. They include the following types: B2B
contractors, flex job workers, interns, on-call workers, regular
workers, trainees, seasonal temporary workers, student workers,
substitute workers and other temporary workers as well as
contractors working in a permanent capacity onboarded via
external platforms. They do not include contingent workers.
• Non-employees (contingent workers): Individuals contracted on
a temporary or fixed-term basis to provide specific services for a
defined project or period. They are not employees, do not receive
a salary from Vend and do not have the same rights and benefits
as permanent employees. They can be self-employed or be
provided by third-party companies. Payment is typically made
through invoicing. They include the following types: consultants
in line roles, contractors, freelancers and project consultants.
The DMA process revealed that no individuals 1) with particular
characteristics, 2) working in particular contexts or 3) undertaking
particular activities were found to be at greater risk of harm. Vend
has no activities that are connected to operations with significant
risk of forced labour or child labour nor activities in geographies with
significant risk of forced labour or child labour. The material negative
impact identified for our employees is not widespread or systemic in
the context of Vend’s operations, but rather is related to isolated
incidents. Both IROs related to our employees affect the entire
workforce to an equal extent. No specific groups of people (such as
age groups) are disproportionately affected.
Connection between S1 impact and our strategy and business
model
Vend operates in a fast-moving digital environment characterised by
intense competition, requiring continuous adaptation of our strategy
and business model. The transformation initiated in 2024, including
the carve-out from Schibsted Media, the launch of the Vend brand
and our transition to a pure marketplace company, has had a direct
connection to our employees. Organisational restructuring and
strategic refocusing impacted employees through changes in roles,
workload and ways of working. These experiences have informed our
2025 implementation phase, where we prioritise employee well-
being, clearer role expectations and stronger change management
practices to ensure that future strategic shifts are implemented in a
more balanced and sustainable way.
IRO-1 – Description of the processes to identify and
assess material impacts, risks and opportunities
Description of Vend’s DMA
Vend has performed a comprehensive DMA following the method
prescribed in ESRS 1. The DMA constitutes our process to identify,
assess and prioritise IROs. Vend performed a full-scale DMA in 2024,
ahead of our first sustainability reporting according to CSRD. In 2025,
updates to the DMA were made in order to ensure continued
alignment with Vend’s operations. Our DMA process is described
below, with the 2025 updates included at the end of this IRO-1
section. The assessment follows four key phases:
1.Context and IRO identification
This initial phase involved identifying IROs through various inputs,
such as stakeholder dialogue, expert interviews and internal
sustainability documents. These inputs were consolidated into a
longlist of IROs, mapped against macrotrends, value chain analysis
and external sustainability documentation.
2. Structuring IROs
In this phase, the sustainability team conducted internal workshops
to refine the longlist of IROs. Attention was given to the IROs
achieving coverage across the value chain and relevant ESRS topics.
3. Assessment of IROs
IROs identified through the longlist were first subject to a qualitative
review to identify those requiring further assessment. IROs assessed
as material were subsequently assessed using a quantitative scoring
methodology. Five-point rating scales were applied for scope, scale,
irremediability, financial magnitude and likelihood. Use of these
scales results in negative impacts being prioritised based on their
relative severity (based on scale, scope, irremediability) and
likelihood and positive impacts on their relative scale, scope and
likelihood. In the case of a potential negative human rights impact,
the severity of the impact takes precedence over its likelihood. Risks
and opportunities were assessed based on likelihood and potential
magnitude of financial effects, including revenue impact and
regulatory, reputational and financial considerations. The definitions
for each level of the five-point assessment scale for financial risks
and opportunities are aligned with our financial reporting. The
assessment considered interlinkages and dependencies between
impacts and related risks and opportunities, informed by stakeholder
dialogue and value chain mapping.
Table 7: Rating scale - positive impacts
Rating scale for assessing positive impacts
Scope:
1 - Individual
2 - Group of people
3 - National
4 - Nordic
5 - International
Scale:
1 - Very Low: Minimal or no significant positive effects on the environment, society, or economy.
2 - Low: Minor positive effects that contribute slightly to sustainability goals.
3 - Moderate: Noticeable positive effects that contribute meaningfully to sustainability goals.
4 - High: Significant positive effects that drive substantial progress toward sustainability goals.
5 - Very High: Exceptional positive effects with transformative and long-lasting benefits for sustainability.
Likelihood:
1 - Rare
2 - Unlikely
3- Possible
4 - Likely
5 - Almost Certain
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Table 8: Rating scale - negative impacts
Rating scale for assessing negative impacts
Scope:
1 - Individual
2 - Group of people
3 - National
4 - Nordic
5 - International
Scale:
1 - Very Low Impact: Minimal or no significant negative effects on the
environment, society or economy.
2- Low Impact: Minor significant negative effects. May require some
actions to manage.
3 - Moderate Impact: Moderate negative effects. May require
significant actions and monitoring.
4 - High Impact: Significant negative effects. May require immediate
and extensive actions.
5 - Very High Impact: Extremely serious negative effects with long-
lasting consequences. May require strategic changes.
Irremediability:
1- No irreversibility
2- Partially recoverable
3- Difficult to recover
4 - Nearly impossible to recover
5 - Irreversible
Likelihood:
1 - Rare
2 - Unlikely
3- Possible
4 - Likely
5 - Almost Certain
Table 9: Rating scale - risks and opportunities
Rating scale for assessing risks and opportunities
Likelihood:
1 - Rare
2 - Unlikely
3- Possible
4 - Likely
5 - Almost Certain
Financial scale:
1 - Insignificant: Exact scale uses revenue figures and cannot be disclosed publicly.
2 - Minor: Exact scale uses revenue figures and cannot be disclosed publicly.
3 - Moderate: Exact scale uses revenue figures and cannot be disclosed publicly.
4 - Major: Exact scale uses revenue figures and cannot be disclosed publicly.
5 - Critical: Exact scale uses revenue figures and cannot be disclosed publicly.
4. Defining material IROs
In the final phase, materiality thresholds were applied to the
assessment results. The threshold values for impacts are identical to
the threshold values for risks and opportunities. IROs that score
above these thresholds are deemed material for sustainability
reporting. The threshold for materiality is set at 12, and is based on a
matrix that connects to our risk assessment for sustainability
reporting. Thresholds were defined using a matrix that combines
severity/financial magnitude/total impact (x-axis) with likelihood (y-
axis). IROs that were close to the threshold were qualitatively
evaluated by the sustainability team during internal discussions to
ensure their materiality.
Table 10: Materiality thresholds
Materiality thresholds for impacts, risks and opportunities
Materiality thresholds (figures are based on an assessment matrix):
• < 12: Not material
• 12-25: Material
Assumptions and input parameters
The DMA process was based on the assumption that the sources
used for IRO identification adequately captured the full scope of
material sustainability matters. A second assumption was that using
revenue as a proxy to reflect potential financial effects across the
Group adequately captured how sustainability issues affect financial
performance. The DMA covered impacts arising from Vend’s own
operations as well as from business relationships in the upstream and
downstream value chain. The process did not focus on specific
activities, individual business relationships or geographies, but rather
aimed to capture a broader scope. Stakeholder dialogue and external
expert input informed the process. The value chain mapping
included Vend’s main business relationships, including the minority
stake in Aurelia Netherlands Topco B.V., the indirect parent of
Adevinta, given its financial significance.
Decision-making process
To decide on the material IROs for our sustainability reporting, the
Head of Sustainability presented the DMA results to the ELT in
October 2025. This meeting also represents one of the internal
control procedures related to this decision-making process. Another
internal control procedure was that information on the DMA and
sustainability reporting were provided to the Audit Committee early
in the reporting process to enable review and oversight. The final
version of the DMA was approved by the CFO and the Board as part of
approving the overall sustainability statement.
Integration of DMA results into overall processes
In 2025, Vend integrated the sustainability-related risks identified in
its DMA into the updated, overall Enterprise Risk Management (ERM)
process. This means that sustainability risks are now assessed and
prioritised alongside strategic, operational, financial and compliance
risks and included in the consolidated risk reporting to the ELT and
the Board. The updated ERM process strengthens alignment
between sustainability reporting, corporate governance and internal
control. Vend’s assessment of sustainability risks also forms the
basis of close collaboration with the internal Risk and Internal
Control function, further aligning sustainability and financial
reporting. Opportunities identified through the DMA are incorporated
into Vend’s strategic planning and follow-up. The IROs are monitored
both via the ERM process and by the Head of Sustainability, who
follows-up on IROs together with relevant internal functions. The
Head of Sustainability oversees the relevance of identified IROs,
including an annual review as part of the DMA process. Progress is
followed up and reported through policies, actions and targets linked
to the IROs.
Detailed DMA considerations related to environmental and
governance topics
For information on our process to identify material IROs related to
environmental and governance topics, see the table below.
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Table 11: DMA process related to environmental and governance topics
Description of the processes to identify and assess topical impacts, risks and opportunities
IRO-1, E1: Climate-related IROs were identified as an integrated element in the 2024 DMA, leveraging stakeholder analysis, expert interviews and value chain
mapping to identify and assess climate-related IROs. The TCFD report from 2021 and the risk mapping performed in 2023 were used as input to the 2024 DMA
process to identify material IROs. The GHG emissions addressed include those from Scopes 1, 2 and 3, and thereby cover both own operations and value chain. For
more information on our impact on climate from our own operation and value chain, see section E1-6 – Gross Scopes 1, 2, 3 and total GHG emissions. Due to the
material changes to our operations following the carve-out of Schibsted Media, an updated climate risk analysis is considered necessary to ensure relevant
information on climate-related physical and transitional risks going forward. We plan to conduct updated climate analyses, such as a scenario analysis, to align
with the new versions of ESRS that are to be adopted.
IRO-1, E2: We did not screen site locations and business activities in order to identify actual and potential pollution-related IROs in our own operations and
upstream and downstream value chain. However, during the DMA process described above, a potential pollution-related impact in the Delivery value chain was
identified through the stakeholder dialogue and consultations with experts. The impact was deemed as non-material. No affected communities were identified
during this process, and no consultations were therefore needed.
IRO-1, E3: We considered actual and potential water and marine resources-related IROs in our own operations and upstream and downstream value chain during the
DMA process. However, no material IROs were identified during the process, and this topic is therefore not subject to reporting requirements.
IRO-1, E4: We did not conduct a dedicated process specifically focused on biodiversity for identifying material impacts, risks, dependencies and opportunities.
Instead, biodiversity considerations were addressed within the broader stakeholder engagement process. During this process, biodiversity matters were
considered but ultimately deemed non-material. Therefore, no specific considerations were made with regard to our i) impacts and dependencies, ii) transition and
physical risks and opportunities, iii) systemic risks or iv) consultation with affected communities. While biodiversity was acknowledged in the stakeholder
engagement process, it was not identified as a material priority for any of our site locations and therefore did not warrant further dedicated analysis or specific
measures. Furthermore, we have no sites located in or near biodiversity-sensitive areas and as such have not deemed it necessary to implement any biodiversity
mitigation measures.
IRO-1, E5: As part of the DMA process, all assets were screened on a general level to identify actual and potential IROs related to resource use and circular economy.
However, no specific analysis of resource inflows, outflows or waste was conducted during 2024. The screening utilised no specific methodologies, assumptions or
tools beyond those specified in the DMA process described above. No consultations with affected communities related to this topic were conducted during 2024.
IRO-1, G1: The process to identify material IROs in relation to business conduct matters followed the overall approach for the DMA described above and considered
locations (e.g., value chain location), activity, sector and the structure and type of transaction. This process included criteria for financial, reputational and
regulatory impacts, and each criterion was considered for all value chain steps to identify material IROs. To assess materiality for business conduct-related topics,
the same method was used as described in section IRO-1 – Description of the processes to identify and assess material impacts, risks and opportunities.
Updates made to the DMA during 2025
In 2025, Vend took key steps in formulating and following its revised
business strategy. Due to these strategy adjustments, Vend made
updates to its DMA to better reflect the current operations. The
updates described below reflect targeted adjustments within the
established DMA methodology and do not represent a separate
assessment process. The DMA updates applied the methodology
established through the initial DMA conducted in 2024. In 2025, this
methodology was applied consistently across all sustainability
topics, with targeted updates to reflect our revised strategy,
updated assessment thresholds and alignment with Vend’s current
operations. The DMA updates covered the following four key steps:
• Discussions with internal stakeholders to gather input on
material IROs from 2024. This input was thereafter used in order
to reassess the IROs’ materiality for 2025 and ahead. The input
was also used to identify new IROs. IROs previously assessed as
non-material were reviewed qualitatively to confirm their
continued non-materiality and were not subject to full scoring
unless changes in scope, strategy or thresholds indicated
otherwise.
• Updated assessment scales and thresholds. In 2025, Vend
implemented harmonised assessment scales and threshold
values for IROs to ensure consistent treatment across all IRO
types and to strengthen internal usability. The scales and
thresholds are described as part of phases three and four above.
• Increased focus on strategic alignment. A qualitative assessment
was performed to ensure that the IROs for 2025 1) clearly reflect
Vend and 2) are business-aligned. This resulted in E4 Biodiversity
and ecosystems and E5 Resource use and circular economy
being deemed as non-material. For more information on this, see
section BP-2 – Disclosures in relation to specific circumstances.
• Anchoring with the ELT. The results of the DMA updates were
presented to the ELT in a timely manner, enabling early approval
and further feedback.
• This process resulted in a reduced number of material IROs that
are business-centered, focusing on Vend’s key sustainability
areas (Climate change, Our Employees, Workers in the value
chain, Consumers and end-users, Business conduct). Looking
ahead, the DMA will be revised when deemed necessary and in
line with guidance from ESRS.
IRO-2 – Disclosure requirements in ESRS covered by
our sustainability statement
The information and tables related to IRO-2 can be found at the end
of this sustainability statement.
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Environmental information
ESRS E1 Climate change
In 2025, we made progress with our strategic climate work,
establishing a new climate target to reduce Scope 1 and 2 emissions
by 50 per cent by 2030. Total market-based GHG emissions (Scope 1,
2, 3) decreased by 27 per cent compared to 2024. Our current climate
efforts focus on improving energy efficiency and reducing emissions
within our operational control. However, as a digital marketplaces
company, we recognise that the absolute majority of our GHG
emissions arise in Scope 3 across our value chain. Over the next few
years, we will explore expanding our climate targets to include value
chain emissions and a longer-term net-zero ambition.
For ESRS E1, Climate change, Vend has identified one material IRO,
listed in the table below. For detailed information about this IRO, see
section SBM-3 – Material impacts, risks and opportunities and their
interaction with strategy and business model.
E1 - Table 1: IROs related to climate change
IRO
Type of IRO
Energy consumption in own operations and GHG
emissions from own operations and value chain
negatively impact climate change
Negative
impact
E1-1 – Transition plan for climate change mitigation
Following the carve-out of Schibsted Media in 2024 and the
subsequent formation of Vend in 2025, key sustainability analyses
have been performed and strategies developed. One key area has
been the establishment and approval of new climate targets for
Vend. As the climate targets for Scope 1 and 2 were approved in
October 2025, no transition plan for climate change mitigation in
accordance with ESRS requirements is currently in place. A transition
plan for climate change mitigation is planned to be developed over
the next few years, which will outline the activities needed to achieve
our climate targets.
E1-2 – Policies related to climate change mitigation
To manage Vend’s material impact related to climate change
mitigation, the policies listed in the table below are in place.
E1 - Table 2: Policies related to climate change mitigation
E1 policies
Connection to IRO
Scope of policy
Most senior
accountable level
Process for monitoring
Code of
Conduct
Actual negative impact: Energy consumption
in own operations and GHG emissions from
own operations and value chain negatively
impact climate change
• Value chain: Upstream, Own
operations, Downstream
• Geography: All geographies
where Vend operates
Board of Directors
The ELT is responsible for
implementation, which is executed
and monitored by the Group
Compliance Officer.
Environmen
tal Policy
Actual negative impact: Energy consumption
in own operations and GHG emissions from
own operations and value chain negatively
impact climate change
• Value chain: Own operations
• Geography: All geographies
where Vend operates
Board of Directors
The ELT is responsible for
implementation, which is executed
and monitored by the Head of
Sustainability.
Global
Travel
Policy
Actual negative impact: Energy consumption
in own operations and GHG emissions from
own operations and value chain negatively
impact climate change
• Value chain: Own operations
• Geography: All geographies
where Vend operates
EVP People &
Communications
The Policy is delegated to a
dedicated Travel Manager to oversee
implementation.
Policy: Code of Conduct
Vend’s Code of Conduct (hereafter ‘CoC’) emphasises our
commitment to minimising any adverse impact that our operations
may have on the environment. The CoC states that we have an
impact on the world around us, for example from the energy we use
in our offices and for our servers. The CoC also states our
environmental responsibilities, such as that we shall continuously
evaluate our environmental footprint in all parts of our operations.
Overall, the CoC addresses climate change mitigation; it does not
address climate change adaptation, energy efficiency or renewable
energy deployment. The CoC is publicly available on Vend’s website.
Policy: Environmental Policy
Vend’s main policy covering climate change mitigation is the
Environmental Policy. The policy aims to define Vend’s
environmental principles and commitments, ensuring that
environmental considerations are integrated into decision-making
and daily operations across the company. The policy contains Vend’s
commitments to reducing greenhouse gas emissions from our own
operations (Scope 1 and 2) as well as to improving energy efficiency
in offices and IT systems and transitioning to renewable energy
where possible. By doing so, the policy addresses climate change
mitigation, energy efficiency and renewable energy deployment.
Monitoring and progress is tracked through annual GHG reporting,
environmental performance metrics (e.g., emissions, energy use) and
internal audits. The Environmental Policy is publicly available on
Vend’s website.
Policy: Global Travel Policy
Our Global Travel Policy highlights the preference for low-emission
travel options. By advocating for safe, smart and sustainable travel,
we emphasise environmental responsibility and employee well-
being. Our digital-first approach encourages reduced physical travel,
fostering a better work-life balance and efficient collaboration. The
policy promotes responsible travel choices, such as opting for
economy class within Europe and selecting more sustainable hotels
and modes of transport. The policy primarily addresses climate
change mitigation, energy efficiency and renewable energy
deployment.
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E1-3 – Actions and resources in relation to climate change policies
In 2025, Vend performed three key actions connected to climate change mitigation (see table below). No significant CapEx or OpEx were
identified in relation to any of these actions, specifically related to their climate impact.
E1 - Table 3: Actions related to climate change mitigation
Key actions 2025
Related IROs
Expected outcome
New climate target
for Vend
Actual negative impact: Energy consumption in own
operations and GHG emissions from own operations and
value chain negatively impact climate change
Improved governance and long-term direction for climate work; alignment
with ESRS E1 requirements; clearer accountability and measurability of
emission reductions.
Optimising IT and
cloud infrastructure
Actual negative impact: Energy consumption in own
operations and GHG emissions from own operations and
value chain negatively impact climate change
Improved energy efficiency and reduced GHG emissions from IT
operations; strengthened understanding of upstream (vendor) emissions
Platform transition
Actual negative impact: Energy consumption in own
operations and GHG emissions from own operations and
value chain negatively impact climate change
Reduced energy use and related emissions from data processing and
storage, leading to lower indirect (Scope 3) emissions. The transition also
enables efficiency gains, cost savings and improved scalability across
brands and markets.
Key action: New climate target for Vend
In 2025, Vend defined its first groupwide GHG emission reduction
target, following the carve-out of the media business and
establishment of Vend as an independent company. The new target
defines a reduction ambition for Scope 1 and 2 emissions from own
operations. Specifically, the target states that Scope 1 and 2
emissions are to be reduced by 50 per cent by 2030, with 2024 as a
baseline. Successful implementation will depend on the continued
allocation of resources to renewable energy procurement and office
energy efficiency initiatives, which represent the vast majority of the
target's reduction potential. While not highly capital intensive,
maintaining access to affordable financing will support the timely
execution of these actions. The target contributes to the
Environmental Policy since this policy contains Vend’s commitments
to reducing greenhouse gas emissions from our own operations,
which correspond with the scope of this key action. This climate
change mitigation action does not rely on nature-based solutions as
it connects to the decarbonisation levers of renewable energy and
energy efficiency. For information on achieved GHG emissions
reductions, see section E1-6 – Gross Scopes 1, 2, 3 and total GHG
emissions.
Key action: Optimising IT and cloud infrastructure
In 2025, Vend continued to optimise its IT operations to improve
energy efficiency and reduce GHG emissions from its own operations
and upstream activities. The initiative includes the ongoing migration
of Enterprise Operations’ on-premises data centres to cloud
solutions, the streamlining of infrastructure services and the follow-
up of GHG emissions from key SaaS vendors. These efforts are
implemented primarily through internal IT and sustainability
resources and are part of Vend’s broader digital transformation. The
changes enable more efficient use of digital resources and reduce
energy consumption associated with physical server infrastructure.
The simplification of Vend’s IT landscape following the Media carve-
out has already contributed to a smaller operational footprint, and
further reductions are expected as the planned divestment of
Delivery simplifies operations even more. This key action contributes
to the Environmental Policy and supports the GHG reduction target
by addressing emissions from own operations and promoting
efficient digitalisation as a climate mitigation lever. The
implementation of this initiative depends on the continued
allocation of internal resources and investments in digital
infrastructure to ensure the expected efficiencies and emission
reductions are achieved. The key action is expected to be completed
by 2026, but optimising our IT infrastructure will be a continuous
focus area. For information on achieved GHG emissions reductions,
see section E1-6 – Gross Scopes 1, 2, 3 and total GHG emissions.
Expected emissions reductions going forward have not been
estimated.
Key action: Platform transition
In 2025, Vend continued a major platform transition to consolidate
its digital infrastructure and reduce the environmental footprint of
its technology operations. The project involves migrating most user
traffic to the new shared platform while shutting down legacy
systems and removing unused services. By reducing the number of
platforms and optimising compute and storage capacity, we can
lower our overall energy use and related GHG emissions from cloud
operations. The new platform also enables further optimisation and
efficiency improvements across brands and countries.
This action supports the Environmental Policy and contributes to the
company’s long-term climate ambitions. While no specific Scope 3
reduction target has yet been set, this initiative represents an
important step towards lowering emissions in Vend’s digital value
chain. The transition is led by the PTX Core and Enterprise Operations
teams, and progress will be monitored through IT performance and
energy efficiency indicators, with completion expected by the end of
2026. Going forward, the effects of this action will be reflected in
Scope 3 Category 1 (Purchased goods and services). Since Vend
currently has no specific reduction target for this category, and due
to temporary overlap between legacy and new systems during the
transition period, no achieved or expected emission reductions can
yet be quantified; measurable effects are expected only once the
consolidation is fully completed.
E1-4 – Target related to climate change mitigation
In 2025, Vend decided on new targets for sustainability covering E
(environment), S (social sustainability) and G (governance). For
environmental sustainability, our target is focused on reducing our
direct emissions from own operations, meaning from company-
owned vehicles and from purchased electricity. Specifically, our new
target states that Scope 1 and 2 emissions are to be reduced by 50
per cent by 2030, with 2024 as the base year. We currently do not
have a Scope 3 target in place. Over the next few years, we will
explore expanding our climate targets to include value chain
emissions and a longer-term net-zero ambition.
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E1 - Table 4: Target related to climate change mitigation
Target
Related IROs
Reduce Scope 1 and 2 GHG emissions by 50 per
cent by 2030 (base year 2024)
Actual negative impact: Energy consumption in own operations and GHG emissions from own operations and
value chain negatively impact climate change
Our new Scope 1 and 2 target is absolute, and the metric used for
tracking this target is tonnes of CO₂e (tCO₂e). The share of targeted
reduction related to each respective GHG emission scope is 2 per
cent for Scope 1 and 98 per cent for Scope 2 (market-based). The
baseline value for this target is 63 tCO₂e for Scope 1 and 2,976 tCO₂e
for Scope 2. The emissions in Scope 1 and 2 primarily stem from
energy consumption within Delivery’s operations, including
electricity for their electric vehicle fleet and facility operations.
These operations are planned to be divested and once the
divestment is completed, the baseline will be revised to ensure
continued representativeness of activities within Vend’s operational
control. The baseline year 2024 has been assessed as representative
for current operations and excludes emissions from former media
activities.
This climate change mitigation target connects to the
decarbonisation levers of renewable energy and energy efficiency as
well as transition to fossil-free company cars. Since the majority of
our vehicle fleet within our operational control is already electrified,
the potential for further reductions in Scope 1 is limited and is
estimated to contribute less than 1 per cent to the total target. The
most significant impact will be achieved through the transition to
100 per cent renewable electricity and continued efforts to improve
energy efficiency across our offices. To determine these
decarbonisation levers, we analysed Vend’s 2024 GHG inventory and
identified areas under our operational control with the highest
emission potential. While Vend has not yet conducted a formal
climate-scenario analysis and developed a climate transition plan,
we have qualitatively considered relevant environmental,
technological, policy and market developments to assess where
actions would have the greatest impact.
The target was set in October 2025 and has been approved by the
ELT. The target contributes to the Environmental Policy which
commits to reducing greenhouse gas emissions from operations
within Vend’s control. Looking ahead, the target will be monitored
and reviewed periodically by the Head of Sustainability. A summary of
the overall performance will be provided to the ELT once a year.
Actions related to implementing the target are driven by the relevant
functions and monitored more frequently within their respective
areas.
Methodology
The methodology to define this target includes following the
European Sustainability Reporting Standards (ESRS). We have,
according to the ESRS, used guidance from the Greenhouse Gas
Protocol, using the verified 2024 GHG data as a base. A key
assumption is that the 2024 data is representative and illustrates a
normal year. The method used to calculate the Scope 2 target is
market-based. CO₂e, and not only CO
2
, is covered by the target. We
ensure consistency of this target with our GHG inventory boundaries
by following the guidelines of the Greenhouse Gas Protocol as well as
by annually reviewing whether any updates to the GHG inventory
boundaries are correctly reflected by the target. Currently, Vend
does not plan on adopting new technologies to achieve our emission
reduction targets. Vend’s own target of a 50 per cent reduction
therefore exceeds this benchmark. The ambition is realistic and
achievable through concrete measures, without relying on offsets.
However, our climate target itself is not aligned with or validated on
conclusive scientific evidence, and the target was not derived using
a sectoral decarbonisation pathway.
Stakeholders were involved in setting this target through
consultations with internal functions and through discussions and
approval by the ELT. The target has not been externally assured.
Finally, when defining this target, we considered future
developments and their potential impact on our emissions by
accounting for expected business growth, increased digital activity
and improved access to renewable electricity in our markets. No
underlying climate and policy scenarios were used.
E1-5 – Energy consumption and mix
Vend has operations in high climate impact sectors, specifically
transportation within the Delivery segment. Note that due to
rounding, the totals in the tables in this section may not add up
exactly. See the table below for information on:
• total energy consumption and mix,
• energy intensity (total energy consumption per net revenue)
associated with activities in high climate impact sectors, and
• information on reconciliation of net revenue from activities in
high climate impact sectors to relevant financial information
E1 - Table 5: Energy consumption and mix
Energy consumption and mix
Unit
2024
2025
(1) Fuel consumption from coal and coal products in high climate impact sectors
MWh
0
0
(2) Fuel consumption from crude oil and petroleum products in high climate impact sectors
MWh
244
657
(3) Fuel consumption from natural gas in high climate impact sectors
MWh
0
0
(4) Fuel consumption from other fossil sources in high climate impact sectors
MWh
0
0
(5) Consumption of purchased or acquired electricity, heat, steam and cooling from fossil sources in high climate
impact sectors
MWh
3,195
4,809
(6) Total fossil energy consumption in high climate impact sectors (calculated as the sum of lines 1 to 5)
MWh
3,439
5,466
Total fossil energy consumption
MWh
5,133
7,135
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34
Energy consumption and mix
Unit
2024
2025
Share of fossil sources in total energy consumption
%
66%
71%
(7) Consumption from nuclear sources
MWh
769
1,488
Share of consumption from nuclear sources in total energy consumption
%
10%
15%
(8) Fuel consumption for renewable sources, including biomass
MWh
0
0
(9) Consumption of purchased or acquired electricity, heat, steam and cooling from renewable sources
MWh
1,885
1,449
(10) The consumption of self-generated non-fuel renewable energy
MWh
0
0
(11) Total renewable energy consumption (calculated as the sum of lines 8 to 10)
MWh
1,885
1,449
Share of renewable sources in total energy consumption
%
24%
14%
Total energy consumption (calculated as the sum of lines 'Total fossil energy consumption', 7 and 11)
MWh
7,787
10,071
E1 - Table 6: Energy intensity per net revenue for Vend’s operations in high
climate impact sectors
Energy intensity per net
revenue
Unit
2024
2025
%
2025/
2024
Total energy consumption
from activities in high climate
impact sectors per net
revenue from activities in high
climate impact sectors
MWh/
NOK
m
1.6
2.6
60%
E1 - Table 7: Net revenue for calculation of energy intensity based on financial
reporting for Vend
Connectivity of energy intensity based on net
revenue with financial reporting information
2024
2025
Net revenue from activities in high climate impact
sectors used to calculate energy intensity
2,124
2,113
Net revenue (other)
10,439
7,707
Total net revenue, NOK m (Financial statements)
12,563
9,820
Methodology
For the information provided in the energy tables above, Vend
applied the following methodology for data collection and
verification (note that the numbers in the list below correspond with
the rows in the tables above):
• Methodology description for activities in high climate impact
sectors:
For Vend, activities in high climate impact sectors refer exclusively to
the Delivery segment.
(1) Fuel consumption from coal and coal products: No fuel
consumption from coal and coal products.
(2) Fuel consumption from crude oil and petroleum products: Data is
recorded centrally as kilometres by fuel type. For last-mile home
deliveries, vehicle fuel type and consumption are matched to licence
plates using data from the Norwegian Public Roads Administration
(Statens vegvesen); in cases where routes lack licence-plate data,
their fuel consumption is estimated using the median value from
other routes. Energy per kilometre for other distribution modes is set
by fuel type using Statens vegvesen and DEFRA (average van) values.
Fuels include petrol and diesel. Total energy consumption (MWh) is
calculated from kilometres using DEFRA’s conversion factors for
each fuel type.
(3) Fuel consumption from natural gas: No fuel consumption from
natural gas.
(4) Fuel consumption from other fossil sources: No fuel consumption
from other fossil sources.
(5) Consumption of purchased or acquired electricity, heat, steam
and cooling from fossil sources: This category includes energy
consumption from vehicles and facility energy consumption. The
calculations for the last-mile home delivery service utilise vehicle-
specific fuel and fuel intensity data sourced from the Norwegian
Public Roads Administration, along with energy consumption per
kilometre determined by fuel type. Total energy consumption in
megawatt-hours is calculated using kilometres driven and energy
conversion factors from DEFRA for each fuel type.
(6) Total fossil energy consumption in high climate impact sectors:
This is the sum of all fossil energy consumption in the business
segment Delivery, calculated as the sum of lines (1)–(5).
• Methodology description for activities related to Vend
operations:
The categories below encompass all Vend companies, including
Delivery segment.
Total fossil energy consumption: This is a summary of all energy
consumption from fossil sources from Vend’s operations (i.e., from
car travel and office energy consumption), including fossil energy
consumption in high climate impact sectors. Data on energy
consumption is collected by facility managers for larger office
buildings and by subsidiaries not situated in larger offices. Data on
purchased electricity, district heating and district cooling is
collected in kilowatt-hours (kWh) and converted to megawatt-hours
(MWh) in the report. A conservative approach has been used when
splitting electricity, district heating and district cooling between
renewable and non-renewable energy. Energy is only reported as
derived from renewable sources if the origin of the purchased energy
is clearly defined in the contractual agreement with the supplier. For
electricity, all reported consumption not deriving from certificates
with guarantees of origin is divided between Total fossil energy
consumption and (7) Consumption from nuclear sources. An
assumption made is that the split of non-renewables between fossil
and nuclear electricity is determined by the market-based residual
electricity mix of the country.
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35
(7) Consumption from nuclear sources: See the description of
methodology, assumptions and limitations in Total fossil energy
consumption and (9) Consumption of purchased or acquired
electricity, heat, steam and cooling from renewable sources.
(8) Fuel consumption for renewable sources, including biomass: Vend
has no fuel consumption for renewable sources.
(9) Consumption of purchased or acquired electricity, heat, steam
and cooling from renewable sources: See the overall methodology in
Total fossil energy consumption. For district heating and cooling,
purchased energy is divided between Total fossil energy
consumption and (9) Consumption of purchased or acquired
electricity, heat, steam and cooling from renewable sources.
Limitations in the methodology mainly derive from the data quality in
the collection phase.
(10) The consumption of self-generated non-fuel renewable energy:
No self-generated non-fuel renewable energy.
Energy intensity metrics are calculated using net revenue for the
Delivery segment.
Comparative information
In 2025, fuel consumption from crude oil and petroleum products
increased compared to the previous year, primarily due to a higher
number of fossil-fuel-powered company vehicles in the Delivery
segment. Additionally, total renewable energy consumption
decreased, leading to a decline in the overall renewable energy
share.
Information on recalculation of energy consumption and mix
Comparative figures for 2024 have been recalculated to reflect
methodological updates and boundary changes. In 2025, the
classification of vehicles used by contractors within the Delivery
segment was revised. In 2024, these vehicles were reported as assets
under Vend’s operational control. From 2025 onwards, contractor
vehicles have been reclassified as upstream services and are
therefore excluded from Vend’s own operations. Following the
reallocation of company-controlled vehicles in the Delivery
segment, recalculation was deemed necessary for the energy
calculations for consistency, accuracy, and comparability over time.
The categories that were materially affected by the change of
reporting boundaries are presented in the table below.
E1 – Table 8: Categories materially affected by 2024 recalculation (Energy consumption and mix)
Energy category
Recalculation of 2024 figures
Results
Category (2)
Fuel consumption from crude oil and
petroleum products
The Delivery segment’s use of vehicles
from contractors was re-categorised in
2025 and excluded from Vend’s own
operations.
The revised methodology results in a significantly lower recalculated figure
for 2024 compared to the originally reported value, as the majority of fuel
consumption is attributable to contractor-operated vehicles.
Category (5)
Consumption of purchased or
acquired electricity, heat, steam and
cooling from fossil sources
The Delivery segment’s use of vehicles
from contractors was re-categorised in
2025 and excluded from Vend’s own
operations.
The revised methodology results in a lower recalculated figure for 2024
compared to the originally reported value, as the majority of electricity
consumption within the Delivery segment—a high climate impact sector—is
attributable to contractor-operated vehicles. In 2024, all company-owned
vehicles were fully electric.
E1-6 – Gross Scopes 1, 2, 3 and total GHG emissions
The data on GHG emissions covers Vend’s own operations and value chain. We have used a consolidated approach based on operational control.
Emissions from joint ventures, associated companies and equity instruments are calculated based on the extent of Vend’s ownership and
accounted for in Scope 3 category 15. In preparing our GHG emissions calculations, we adhered to the requirements and guidance stated in
ESRS, which refers to the GHG Protocol Corporate Standard. In our calculations we used emission factors primarily sourced from DEFRA, which
align with the global warming potential (GWP) values established in the IPCC Fifth Assessment Report (AR5).
See the tables below for information on Vend’s GHG emissions, GHG intensity and connectivity with financial reporting.
E1 - Table 9: Scope 1, 2 and 3 emissions and total GHG emissions expressed in tonnes of CO2 equivalents (tCO2eq)
Retrospective
Milestones and target years
Activity
Unit
Base
year
2024
2025
% 2025/
2024
2025
2030
(2050)
Annual %
target / base
year
Scope 1 GHG emissions
Gross Scope 1 GHG emissions
tCO2eq
63
63
118
87%
118
31
n/a
8%
Percentage of Scope 1 GHG emissions from
regulated emission trading schemes
%
0
0
0
0
0
n/a
n/a
n/a
Scope 2 GHG emissions
Gross location-based Scope 2 GHG emissions
tCO2eq
499
499
164
-67%
164
n/a
n/a
n/a
Gross market-based Scope 2 GHG emissions
tCO2eq
2,976
2,976
2,979
0%
2,979
1,488
n/a
8%
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36
Retrospective
Milestones and target years
Activity
Unit
Base
year
2024
2025
% 2025/
2024
2025
2030
(2050)
Annual %
target / base
year
Significant Scope 3 GHG emissions
Total significant Scope 3 GHG emissions
tCO2eq
26,408
18,273
-32%
18,495
n/a
n/a
n/a
1. Purchased goods and services
tCO2eq
n/a
13,270
9,209
-31%
9,209
n/a
n/a
n/a
-Of which cloud computing and data centre services
tCO2eq
n/a
989
222
-78%
222
n/a
n/a
n/a
2. Capital goods
tCO2eq
n/a
293
227
-22%
227
n/a
n/a
n/a
3. Fuel and energy-related activities (not included in
Scope 1 or Scope 2)
tCO2eq
n/a
371
608
64%
608
n/a
n/a
n/a
4. Upstream transportation and distribution
tCO2eq
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
5. Waste generated in operations
tCO2eq
n/a
44
4
-91%
4
n/a
n/a
n/a
6. Business travel
tCO2eq
n/a
2,300
1,233
-46%
1,233
n/a
n/a
n/a
7. Employee commuting
tCO2eq
n/a
646
584
-10%
584
n/a
n/a
n/a
8. Upstream leased assets
tCO2eq
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
9. Downstream transportation and distribution
tCO2eq
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
10. Processing of sold products
tCO2eq
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
11. Use of sold products
tCO2eq
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
12. End-of-life treatment of sold products
tCO2eq
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
13. Downstream leased assets
tCO2eq
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
14. Franchises
tCO2eq
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
15. Investments
tCO2eq
n/a
9,484
6,408
-32%
6,408
n/a
n/a
n/a
Total GHG emissions
Total GHG emissions (location-based)
tCO2eq
26,970
18,555
-31%
18,555
n/a
n/a
n/a
Total GHG emissions (market-based)
tCO2eq
29,447
21,370
-27%
21,370
n/a
n/a
n/a
E1 - Table 10: GHG intensity per net revenue
GHG intensity based on net revenue (Total emissions, all scopes)
2024*
2025
% 2025/2024
GHG intensity, tonnes CO2eq emissions (market-based) / net revenue in NOK million
2.3
2.2
-7%
GHG intensity, tonnes CO2eq emissions (location-based) / net revenue in NOK million
2.1
1.9
-12%
(*) Figures for 2024 have been restated according to the 2024 represented net revenue
The total net revenue used for calculating GHG intensity comprises “Operating revenues” from continuing operations, as presented in the
Consolidated Income Statement on page 64, and “Operating revenues” from discontinued operations, as disclosed in Note 33 – Assets held for
sale and discontinued operations on page 116.
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E1 - Table 11: Connectivity of GHG intensity based on revenue with financial reporting information
Connectivity of GHG intensity based on revenue with financial reporting information
2024
2025
Net revenue used to calculate GHG intensity in NOK million (Continuing operations)
6,385
6,317
Net revenue used to calculate GHG intensity in NOK million (Discontinued operations)
6,178**
3,503***
Total net revenue in NOK million (in financial statements)
12,563
9,820
(**) 2024 Discontinued Operations include Schibsted Media, Mittanbud Group, Prisjakt Group, Lendo Group, and Delivery
(***) 2025 Discontinued Operations include Mittanbud Group, Prisjakt Group, Lendo Group, and Delivery
Contextual information
Compared to the previous reporting year, changes have been
implemented in GHG accounting. These include corrective actions
addressing identified errors in prior GHG calculations, as well as a
recalculation of employee commuting emissions due to updated
methodological assumptions. In addition, the Delivery segment has
been reallocated to distinguish between company-owned vehicles
under operational control and contractor-operated vehicles where
operational control is not held. As a result of these changes,
comparative figures for the prior reporting year have been restated
accordingly to ensure consistency with the current reporting
methodology. For details regarding the recalculation, see section
Information on recalculations below. Furthermore, equity
instruments have been included in Scope 3, Category 15
(Investments) for the 2025 reporting year. Equity instruments were
not included in the previous year; however, its inclusion did not have
a material impact on total reported emissions.
Comparative information
For the GHG protocol categories where material differences have
been identified when comparing the 2024 results with 2025 data, see
the table below for information on changes.
E1 - Table 12: Changes between 2025 and 2024 results
GHG Protocol category
Changes between
2025 and 2024 results
Description of changes
Scope 1
Direct GHG emissions
+87%
In 2024, all company-owned vehicles in the Delivery segment were fully. In 2025, Delivery saw a limited
increase in vehicles powered by crude oil and petroleum products. This reflects operational changes,
including a shift from subcontractors to employed drivers, which affected both vehicle types and
emissions classifications. While the ambition remains to implement electric or zero-emission vehicles
wherever feasible, operational and practical constraints led to a temporary use of some fossil-fuel
vehicles. The related emissions represent less than 1 per cent of Delivery segment’s total direct value
chain emissions. The emissions from all other company-owned vehicles have decreased.
Scope 2 (location-based)
Indirect GHG emissions
-67%
In 2025, AIB updated its recommended assumption for the split of energy sources (fossil, nuclear and
renewable). A lower share of fossil sources are now assumed, which contributes to mechanically
decreasing our Scope 2 emissions.
Scope 3, category 1
Purchased goods and
services
-31%
In 2025, SaaS and cloud services data were limited to central collection, and no locally collected data
from subsidiaries was included. This methodological refinement reduced the risk of double counting
compared to the prior year. In addition, 2025 reflects structural changes in the IT landscape, including
the absence of own-operated data centres, which contributed to lower emissions in this category.
Notably, emissions decreased despite the inclusion of packaging-related emissions rom the Delivery
segment in 2025, which were not included in 2024.
Scope 3, category 2
Capital goods
-22%
The reduction is primarily attributable to lower procurement of IT equipment (e.g. laptops and mobile
phones) in 2025. The decrease reflects normal year-on-year variation in investment cycles rather than
structural changes in emission intensity.
Scope 3, category 3
Fuel- and energy-related
activities
+64%
In 2024, Delivery operations were largely based on electric vehicles, whereas 2025 included a higher
proportion of fossil-fuel company cars, which materially impacted both Scope 1 and Scope 3.3 emissions.
Scope 3, category 5
Waste generated in
operations
-91%
The significant reduction is primarily driven by updated DEFRA emission factors, which are lower than
those applied in the prior year. In 2025, no waste was assumed to be sent to landfill, whereas landfill was
included in the previous year’s estimate. The calculation methodology remains unchanged and continues
to use employee-based estimations. However, updated emission factors and revised landfill assumptions
significantly reduced the reported emissions.
Scope 3, category 6
Business travel
-46%
The reduction is driven by a significant decrease in air travel compared to 2024 figures.
Scope 3, category 15
Investments
-32%
The divestment of several joint ventures and associated companies, combined with an overall reduction
in the number of employees across these entities, resulted in decreased emissions for 2025.
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Share of primary data
The share of primary data used in Scope 3, based on emission
volumes, is 48 per cent for Vend. Spend-based calculations are
excluded from primary data, as they are considered estimates. In
2024, the corresponding share of primary data was 16 per cent. The
increase in the share of primary data is mainly attributable to
emissions from the Delivery segment, which is considered as primary
data. The Delivery segment has been reclassified to Scope 3,
Category 1, whereas they were previously reported under Scope 1 in
2024.
Methodology
Our data collection approach is primarily based on data obtained
from central systems, such as IT services. For activities that are
known to be not fully captured by these central systems,
supplementary data has been collected directly from the companies
within scope. This includes, for example, business travel, where it is
known that travels are booked outside the travel service system.
Emissions intensity metrics are calculated using net revenue, which
includes the Delivery segment. For the calculations, Vend utilises
metrics derived from upstream and downstream value chain data,
including sector averages. We prioritise specific supplier data when
available; otherwise, we rely on sector averages for estimations. For
the 2025 GHG emissions data, there are significant levels of
measurement uncertainty affecting Scope 3 categories, specifically
category 5 Waste generated in operations, category 7 Employee
commuting and category 15 Investments due to high use of
secondary data sources and estimations. The metrics have been
prepared using the best available data, ensuring satisfactory
accuracy for sector average value chain metrics. For future reporting,
we will strive to improve the data accuracy and increase the level of
primary data.
To facilitate our calculations, we have an internal tool that integrates
collected data, enabling us to calculate Scope 1, 2 and 3 emissions in
accordance with our established methods and emission factors. This
tool incorporates internal control measures to ensure data
completeness and reasonableness. A multi-step analysis and
verification process is conducted during calculation and after data
aggregation. Internal controls are embedded in the calculation tool,
including the identification of outliers and the verification of
certificates supporting renewable energy claims. In addition,
controls were performed in collaboration with relevant stakeholders
to ensure accurate emissions reporting as well as mitigating risks of
double counting and incomplete data.
The calculation methodologies and emission factors follow the ESRS
standard. We prioritise the most reliable data available (e.g., spend-
data is deprioritised whenever possible) and the results are
calculated using an internally developed calculation tool designed
for Vend's operations, based on our GHG inventory. For a detailed
overview of the methodologies, significant assumptions and
emissions factors used to calculate GHG emissions for each scope
category included in the reporting (in scope), see Table 13 below. The
calculations of GHG emissions covers activities where Vend holds
operational control (owned or leased assets). Scope 3 categories 4
and 8-14 are not in scope for reporting, due to not being related to
Vend’s operations. The reasons for exclusion were identified as part
of the GHG inventory process. The excluded categories are not
included in the table below.
E1 - Table 13: Methodology for GHG accounting
GHG
Protocol
category
Activity data
Calculation method
Emission factors
Assumptions
Scope 1 Direct GHG emissions
Emissions
from
company-
owned,
leased
and
controlled
vehicles
The activity data comprise the
number of company-owned,
leased and controlled vehicles
and distance driven per vehicle
type.
Emissions from combustion of
fuels in company vehicles were
calculated using the distance-
based method from the GHG
Protocol.
Emission factors used were
based on distance driven (km)
for different fuel types, using
DEFRA GHG conversion factors
(2025).
Assuming average sized vehicles
for calculations.
Scope 2 Indirect GHG emissions
Electricity
(office
energy)
The activity data comprise the
country, electricity procurement
type, office size and total
electricity consumption.
• Market-based: Country-
specific residual mixes were
used for calculating
emissions from electricity
with no certificate of origin.
Electricity consumption
stemming from renewable
sources was only accounted
for if supported by a
certificate of origin for the
entire reporting period.
• Location-based: Based on
production mixes in the
respective countries.
Emission factors for both
location-based and market-
based methods were collected
from the Association of Issuing
Bodies, AIB (2025).
Assuming average consumption of
kWh per square meter in cases
where we have been unable to
attain data on electricity
consumption.
Where the split of energy
consumption (electricity, district
heating and cooling) was not
reported, or when only spend-
based data was available, it was
assumed that all office energy
consumption was electricity (i.e., no
district heating or cooling was
assumed).
District
heating
(office
energy)
The activity data comprise the
country for each subsidiary and
its energy consumption from
district heating.
Calculated using reported
consumption (kWh).
Based on country of origin.
Specific emission factors for
each district heating network
area (e.g., city) were not used.
Where the split of energy
consumption (electricity, district
heating and cooling) was not
reported, or when only spend-
based data was available, it was
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39
GHG
Protocol
category
Activity data
Calculation method
Emission factors
Assumptions
assumed that all office energy
consumption was electricity (i.e., no
district heating or cooling was
assumed).
District
cooling
(office
energy)
The activity data comprise the
country for each company and
energy consumption from district
cooling.
Calculated using reported
consumption (kWh).
Based on country of origin.
Specific emission factors for
each district cooling network
area (e.g., city) were not used.
Where the split of energy
consumption (electricity, district
heating and cooling) was not
reported, or when only spend-
based data was available, it was
assumed that all office energy
consumption was electricity (i.e., no
district heating or cooling was
assumed).
Electricity
(electric
vehicles)
The activity data comprise vehicle
type and distance driven.
Calculated using the distance-
based method from the GHG
Protocol.
Emissions from battery electric
vehicles and plug-in hybrid
vehicles were calculated using
emission factors from UK
electricity for EVs from DEFRA
GHG conversion factors (2025).
The emission factors were based on
an average car since the vehicle
model was not collected.
Scope 3 GHG emissions in the value chain
1. Purchased
goods and
services
• Cloud services and Software as
a Service (SaaS): The activity
data comprises the amount
spent on suppliers that are
material to Vend.
• Consultants: The activity data
comprise the total number of
hours of consultants at Vend
during 2025.
• Packaging material: Activity
data covers the amount spent
on packaging material from
Delivery companies.
• Delivery vehicles: Activity data
include Delivery’s vehicles that
are not company-owned.
• Cloud services and Software
as a Service (SaaS): To
calculate the emissions, the
spend-based method was
used.
• Consultants: To calculate
the emissions from
consultants, the total
number of hours worked by
consultants during the
reporting year was used
(focusing on FTE rather than
HC).
• Packaging material:
Emissions were calculated
using a spend-based
method.
• Delivery vehicles: For
Delivery’s vehicles that are
not company-owned, the
calculations made use of
total kilometers driven.
• Cloud services and Software
as a Service (SaaS): Emission
factors based on the amount
spent on the SaaS product or
cloud service were applied,
using a location- based
method that considers
country-specific data, which
were sourced from AIB (2024).
• Consultants: The emission
factor per consultant stems
from Vend’s Sustainability
Statement (2024). The value
was based on market-based
GHG intensity (Scope 1, 2 and 3)
per employee in 2024.
• Packaging material: A spend-
based emission factor per
metric tonnes of packaging
material was used.
• Delivery vehicles: Emission
factors based on fuel type
were applied.
• Cloud services and Software as a
Service (SaaS): An average
electricity cost for 2025 was
assumed. For the calculations, we
assumed that 12 per cent of the
reported spend on cloud services
and SaaS were connected to the
calculation of GHG emissions from
electricity use.
• Consultants: For companies that
do not use Vend’s central HR
portal, an estimate was made to
identify the average number of
consultants at these companies.
The estimate was based on the
average number of consultants at
the companies using the central
HR portal.
• Packaging material: An estimate
was made that all packaging
material was considered as
cardboard.
• Delivery vehicles: No specific
assumptions were applied.
2. Capital
goods
The activity data comprise the
number of units of each device
type (smartphones, tablets,
laptops, computers, monitors, TV
and smart screens).
The average-product method
was used to calculate
emissions from procured user
devices. Data on device
purchases were collected
through an ordering system
and included information such
as purchase date and device
model.
The emission factors used were
either provided by the supplier
or obtained from a report on
embodied carbon emissions of
user devices.
Headsets, phone cases and similar
items were excluded from the data
collection, based on an assumption
that these purchases are not
material.
3. Fuel- and
energy-
related
activities
The activity data is the same as in
Scope 1 and Scope 2, i.e. company
cars and office energy
consumption.
The average-data method was
used to estimate the upstream
emissions from activities
related to fuel and energy.
For calculating upstream
emissions in Category 3,
emission factors from DEFRA
(2025) were used. For Scope 1
and 2, country-specific emission
factors were used.
For Scope 3, energy losses were
calculated using information on
energy losses during transmission
and distribution in the UK, as this
was considered the best available
emission factor.
5. Waste
generated in
operations
The activity data comprise total
number of employees
(headcount).
To calculate the emissions
from disposal and treatment of
waste generated in operations,
Emission factors on the different
waste treatment methods were
taken from DEFRA (2025).
Assuming each employee in an
office generates 200 kg of waste
each year, following a conservative
VEND ANNUAL REPORT 2025
BOARD OF DIRECTORS' REPORT
40
GHG
Protocol
category
Activity data
Calculation method
Emission factors
Assumptions
the average-data method was
used.
approach. The split on different
waste treatment methods is taken
from a report from Statistics
Norway (2025).
6. Business
travel
• Air travel: Activity data
comprise passenger-kilometres
travelled for both domestic and
international flights.
• Rail travel: Activity data
comprise passenger-kilometres
travelled or spend-based data.
• Bus and taxi travel: Activity
data were collected in
kilometres or amount spent.
• Rental cars and privately-
owned cars: Activity data were
collected in kilometres or
amount spent.
• Hotel nights
Activity data comprise the
number of hotel nights
registered in the travel agency
system.
• Air travel: The distance-
based method was used to
calculate emissions from air
travel.
• Rail, bus and taxi travel, and
rental cars and privately-
owned cars: The distance-
based method was used to
calculate emissions from
travel in this category. When
distances were not available,
the spend-based method
was used.
• Hotel nights: To calculate
the emissions from hotel
nights, the average-data
method was used.
Emission factors in this category
were based on DEFRA (2025).
Local currencies have been
converted to NOK when using
the spend-based method.
For air travel, the emission
factors were based on haul type
(long-haul or short-haul).
For taxi, rental cars and
privately-owned cars, the
emission factor for an average
car was used, since the type of
car was unknown.
The following assumptions were
used for calculations:
• Average passenger
Average car
• Assumptions for spend-based
calculations were made using an
average cost for different modes
of transport. For privately owned
cars, Norwegian mileage was
used.
7. Employee
commuting
The activity data comprise the
number of employees
(headcount) and number of
workdays in 2025.
The split of modes of
transportation is based on the
report from Institute of
Transport Economics,
Norwegian Centre for
Transport Research:
Reisevaner blant ansatte i Oslo
kommune (2023).
Emissions from remote working
are omitted in this category,
due to this reporting being
optional.
Emission factors from different
modes of commuting were
collected from DEFRA (2025).
In accordance with the office
policy, the assumption is that all
employees are at the office 50 per
cent of the workdays. The total
number of workdays was estimated
to be 253.
Daily commuting distance is
assumed to be 7.85 km (one way), in
accordance with a report from
Institute of Transport Economics,
Norwegian Centre for Transport
Research (2018/2019).
15.
Investments
Emissions from investments,
using the number of employees
(headcount) at Vend’s Joint
Ventures, Associated Companies,
and Equity Instruments.
The calculation method differs
from the suggested average-
data method from the GHG
protocol. Emissions have been
estimated based on the
number of employees for 2025
at each investee and on
ownership share. The
calculated emission factor for
Scopes 1, 2 and 3 proved to be
a method that was
conservative and that
achieved an acceptable level
of accuracy.
The emission factor used is
"emissions per headcount",
which is based on last year's
sustainability reporting for Vend.
The activities and business
segments in Vend’s joint
ventures, associated companies
and equity instruments are
similar to those in Vend,
therefore this is considered a
representative factor. The value
is based on the market-based
GHG intensity (Scope 1, 2 and 3)
per employee in 2024.
For companies that did not provide
information on headcount, last
year’s numbers were used or
publicly available information.
Information on recalculations
For comparative purposes, some 2024 emissions data have been
recalculated. The recalculated areas encompass GHG categories and
scopes where Vend made significant methodological changes during
2025. In general, the changes relate to the Delivery segment’s use of
vehicles from contractors being recategorised within the GHG
Protocol categories, and the application of a Norwegian estimate to
calculate data for employee commuting. For a more detailed
overview of the recalculations of 2024 data, as well as a summary of
the results, see Table 13 below.
E1 - Table 14: Comparative information and recalculations
GHG Protocol
category
Recalculation of 2024 figures
Results
Scope 1
Direct GHG
emissions
To ensure a correct population of Scope 1 (which for Vend consists
of company cars for which Vend holds operational control), the
Delivery segment’s use of vehicles from contractors was
The updated methodology results in the recalculated figure for
2024 to be significantly lower compared to the originally reported
figure. This is a result of contractor vehicles being moved from
VEND ANNUAL REPORT 2025
BOARD OF DIRECTORS' REPORT
41
GHG Protocol
category
Recalculation of 2024 figures
Results
recategorised in 2025. In 2024, these contractor cars were included
in Scope 1. In 2025, contractor cars were moved to Scope 3 category
1, resulting in Scope 1 now only being populated by owned and
leased vehicles specifically.
Scope 1, which were a major part of the 2024 dataset.
Scope 2
Indirect GHG
emissions
Since the Delivery segment’s use of vehicles from contractors were
moved to Scope 3 category 1, this also resulted in electric vehicles
being recategorised from Scope 2 to the same Scope 3 category.
Additionally, an inconsistency between activity units and emission
factors was identified in the 2024 calculation tool and corrected as
part of the recalculations. The changes apply to both location-
based and market-based calculations.
The removal of Delivery’s contractors’ electric vehicles from
Scope 2 lowered the emissions for the 2024 recalculated data.
Simultaneously, the correction of the identified error in the
calculation tool increased the recalculated 2024 figure. As a
result, these methodological changes more or less cancel each
other out, meaning that the restated Scope 2 data is marginally
higher compared to what was originally reported.
Scope 3, category
1
Purchased goods
and services
The Delivery segment’s use of vehicles from contractors was added
to this category. See information on Scope 1 above.
Following the addition of contractor vehicles, the 2024 figure is
significantly higher compared to the originally stated figure.
Scope 3, category
3
Fuel- and energy-
related activities
This category was indirectly affected by the change of contractor
vehicles from Scope 1 to Scope 3 category 1.
Following the removal of contractor vehicles, the 2024 figure
decreased significantly compared to the originally stated figure.
Scope 3, category
7
Employee
commuting
In 2025, Vend decided to apply its office policy to the calculation of
this category, which states that employees are to work from the
office 50 per cent of the time. Last year, it was assumed that
employees were present at the office 100 per cent of the time.
Moreover, in 2025, statistics on commuting behavior from Norway
were used, whereas in 2024 this category relied on Swedish
statistics. The Norwegian data assumes a higher share of commuting
by car. This change was implemented to better reflect Vend’s
employee base, as the majority of employees are located in Norway
and Vend is a Norwegian-listed company.
The updated methodology results in the recalculated figure for
2024 to be lower than originally stated. This is a result of lower
office attendance being assumed (and therefore fewer commuting
days), combined with a higher assumption of car travels and longer
travel distances.
Disclosures pursuant to Article 8 of Regulation
2020/852 (Taxonomy Regulation)
This section presents Vend’s reporting on economic activities and
related key performance indicators (KPIs) in accordance with the EU
Taxonomy Regulation (EU 2020/852) and its delegated acts. The EU
Taxonomy is a classification system establishing a list of
environmentally sustainable economic activities. Activities defined
within the Taxonomy are considered eligible and are deemed aligned
if they make a substantial contribution to one or more of the EU’s
environmental objectives, do no significant harm to any other
environmental objective In addition, companies must demonstrate
compliance with minimum social safeguards, which are assessed at
the entity level and relate to adherence to international standards
and guidelines on human rights, labour rights, anti-corruption and
taxation.
The Climate Delegated Act of the EU Taxonomy Regulation was
incorporated into Norwegian law with effect from 1 January 2023.
Reporting on both eligibility and alignment is required for activities
included under this act. The Environmental Delegated Act of the EU
Taxonomy Regulation entered into force in June 2023. The 2025
financial year marks our third consecutive year of reporting under
the EU Taxonomy framework, reflecting our continued commitment
to structured, comparable and decision-useful sustainability
disclosures in line with evolving regulatory requirements.
In accordance with the simplification measures adopted by the
European Commission on 4 July 2025 as part of the EU Omnibus
package, activities representing less than 10 per cent of the
respective KPI (Turnover, CapEx or OpEx) are considered non-
material for presentation purposes and are therefore not separately
disclosed in detail.
Apart from the application of this simplification, Vend’s EU
Taxonomy assessment follows the same methodological approach
as in the Annual Report 2024.
Minimum social safeguard criteria
Our CoC and Business Partner CoC outline our policies regarding the
minimum social safeguards, which include human rights, labour
rights and fair business practices across our value chain. Further
details on our practices and performance are available in section
ESRS G1 – Business conduct. Through clear policies, transparent
performance reporting and strong governance, we maintain robust
safeguards. Since Vend has no activities classified as aligned, no
further assessment of compliance with minimum social safeguard
criteria was conducted.
Process eligibility and alignment
Vend has evaluated its economic activities to classify them as
eligible or non-eligible. For each eligible activity, an assessment was
performed to determine its alignment or nonalignment with the
Taxonomy criteria for substantial contribution and the ‘Do No
Significant Harm’ (DNSH) requirements.
Eligible activities
Under the Climate Delegated Act, Vend identified the transport
activities CCM 6.5 Transport by motorbikes, passenger cars and light
commercial vehicles and CCM 6.6 Freight transport services by road,
as well as the real estate activity CCM 7.7 Acquisition and ownership
of buildings as eligible. All these activities fall under the
environmental objective category of Contributing to climate
mitigation.
Under the Environmental Delegated Act, the activity CE 5.6
Marketplace for the trade of second-hand goods for reuse was
VEND ANNUAL REPORT 2025
BOARD OF DIRECTORS' REPORT
42
identified. This activity falls under the environmental objective
category of Circular economy.
With the carve-out of media operations in May 2024, three activities
classified as eligible in 2024 are no longer applicable. These
activities are:
• CCM 5.5 Collection and transport of non-hazardous waste in
source segregated fractions
• CCA 8.3 Programming and broadcasting activities
• CCA 13.3 Motion picture, video and television programme
production, sound recording and music publishing activities
Non-eligible activities
Most of Vend’s operations are not defined in Taxonomy and are
therefore reported as non-eligible. A summary of our operations is
provided in Note 6 Operating segments in the financial statements.
Eligibility rationale and method
• CE 5.6 Marketplace for the trade of second-hand goods for
reuse
Vend’s operations in the Recommerce vertical meet the criteria for
CE 5.6 Marketplace for the trade of second-hand goods for reuse,
which was categorized as an enabling activity. The definition of this
activity excludes marketplaces for used cars and used
buildings/houses; hence, the Real Estate and Mobility verticals do
not fall within its scope.
• CCM 6.5 Transport by motorbikes, passenger cars and light
commercial vehicles and CCM 6.6 Freight transport services by
road
The assessment shows that parcel and newspaper delivery services
sold directly to external parties and managed by Vend in terms of
vehicle operation and routes, meet the definitions of these activities.
Both activities overlap because category N1 vehicles are included in
both CCM 6.5 Transport by motorbikes, passenger cars and light
commercial vehicles and CCM 6.6 Freight transport services by road.
The acquisition of Amedia Distribution in July 2024 expanded Vend’
delivery services but did not change the eligible activities from 2024
to 2025. Since most vehicles are owned or leased by subcontractors
and employees, Vend has limited access to vehicle data.
Eligibility and allocation between these activities were calculated
based on kilometers driven and the vehicle categories defined by the
Norwegian Public Roads Administration. Vehicles in categories M1
and L6 are reported under CCM 6.5 Transport by motorbikes,
passenger cars and light commercial vehicles, while categories N1–
N3 are reported under CCM 6.6 Freight transport services by road.
Where data was incomplete, estimates (e.g., allocation keys in the KPI
calculation) were used. This approach applied to all KPIs.
• CCM 7.7 Acquisition and ownership of buildings
Vend primarily leases office buildings in the Nordics and does not
own its office premises. The assessment shows that leases for office
buildings recognized in the consolidated statement of financial
position meet the definition of CCM 7.7 Acquisition and ownership of
buildings. Further information on our leases is available in Note 19
Leases in the financial statements.
Alignment rationale and method
• CE 5.6 Marketplace for the trade of second-hand goods for
reuse
To satisfy the substantial contribution criteria, servers and data
storage solutions must meet certain environmental performance
benchmarks, while DNSH requirements focus largely on data center
energy efficiency. Compliance with minimum social safeguards is
also required. For 2025, Vend reports this activity as non-aligned.
Although the server and data storage provider has taken steps to
improve energy efficiency and environmental compliance, the
process of verifying the supplier’s overall environmental
performance and DNSH compliance is not yet complete.
• CCM 6.5 Transport by motorbikes, passenger cars and light
commercial vehicles and CCM 6.6 Freight transport services by
road
The substantial contribution criteria require low-emission vehicles
and DNSH criteria include tyre type, noise level, waste/reuse and
minimum social safeguards. For 2025, Vend continues to report both
activities as non-aligned due to insufficient data across the value
chain, including information on vehicle emissions and adherence to
the DNSH criteria. Efforts to improve data quality are ongoing, but
gathering this information remains challenging since many vehicles
are not owned or leased by Vend.
• CCM 7.7 Acquisition and ownership of buildings
Buildings must meet specific energy efficiency thresholds, comply
with the Do No Significant Harm (DNSH) criteria, and adhere to
minimum social safeguards in order to be considered taxonomy-
aligned. For the 2025 financial year, Vend reports all activity under
CCM 7.7 Acquisition and ownership of buildings as non-aligned. The
buildings used by Vend are primarily leased and do not currently
demonstrate compliance with the required energy performance
thresholds under the EU Taxonomy. Certification of energy
performance sufficient to evidence alignment (e.g., EPC class A or
equivalent national top 15 per cent benchmarks) is not available. As
Vend does not own these properties, the ability to implement
structural upgrades or materially influence building energy
performance is limited.
Notwithstanding the current non-aligned status, Vend actively
monitors and manages energy use across its office portfolio. One of
Vend’s main leased offices is certified under BREEAM In-Use, and two
of the main offices source electricity from renewable energy. While
such measures do not in themselves satisfy the technical screening
criteria for CCM 7.7 alignment, they reflect ongoing efforts to
improve environmental performance within the constraints of a
leased asset portfolio. In line with Vend’s Environmental Policy, Vend
is committed to improving energy efficiency in offices and
transitioning to renewable energy where feasible.
Key performance indicators
The definitions of the indicators in the Taxonomy are, as far as
possible, aligned with the terminology used in Vend’s financial
statements. These definitions may be updated in accordance with
future developments in the Taxonomy regulation and prevailing
practice. Note that the definition of operating expenditure (OpEx)
used here only represents a subset of the total operating expenses
included in gross operating profit (loss) as reported in the Group’s
financial statements.
The Taxonomy indicators are intended to show what proportion of an
entity’s activities are considered environmentally sustainable. These
indicators are:
• Turnover
• Capital Expenditure (CapEx)
• Operating Expenditure (OpEx)
For the reporting of eligible activities in accordance with the
Taxonomy, the Group’s turnover, CapEx and OpEx are calculated
using the same accounting principles as those applied to the
financial statements prepared in compliance with International
Financial Reporting Standards (IFRS), as adopted by the EU. For the
purposes of the EU Taxonomy assessment, activities classified as
“held for sale” in the financial statements, including the Delivery
segment, have been included in the KPIs where relevant, to ensure
that the environmental performance of all activities carried out
during the reporting period is appropriately reflected.
VEND ANNUAL REPORT 2025
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43
Clear definitions have been established for each activity, ensuring
that items are counted once and that any potential overlaps are
systematically identified and reconciled to avoid double counting.
Turnover
The turnover definition is consistent with the ‘Operating revenues’
line and Note 7 Revenue recognition in the financial statements for
the Group.
• CE 5.6 Marketplace for the trade of second-hand goods for
reuse. Turnover covers buyer-seller matching and classified ads
(including listing fees and up-sell products), as well as payment
services and associated delivery services. Advertising is not
included in the turnover definition.
• CCM 6.6 Freight transport services by road and CCM 6.5
Transport by motorbikes, passenger cars and light commercial
vehicles. Turnover is restricted to distribution services sold
directly to external customers. Delivery services where Vend
does not oversee distribution vehicles or routes were excluded
based on estimates.
• CCM 7.7 Acquisition and ownership of buildings. Turnover relates
to any external revenue generated from subletting leased
properties.
CapEx
CapEx for eligible activities includes the development and purchase
of intangible assets, property, plant and equipment and right-of-use
assets under IFRS 16, as detailed in Note 17 Intangible assets, Note 18
Property, plant and equipment and Note 19 Leases in the
consolidated financial statements.
• CE 5.6 Marketplace for the trade of second-hand goods for
reuse. CapEx includes an allocated share of the development
costs for a shared technology platform.
• CCM 6.6 Freight transport services by road and CCM 6.5
Transport by motorbikes, passenger cars and light commercial
vehicles. CapEx was primarily attributable to investments in
property, plant and equipment.
• CCM 7.7 Acquisition and ownership of buildings. CapEx relates
solely to additions of right-of-use buildings. The KPI decreased
from 2024 to 2025 mainly due to the carve-out of the news
media operations in 2024.
No CapEx for environmental action plans was included in the
reporting for 2025.
OpEx
According to the Taxonomy Regulation, the OpEx KPIs solely include
costs relating to the following:
• research and development
• building renovation measures
• short-term leases
• maintenance and repairs
In addition, the definition of OpEx encompasses other expenditures
related to the day-to-day servicing of assets that are required to
ensure their continued and efficient functioning.
• CE 5.6 Marketplace for the trade of second-hand goods for
reuse. The costs associated with building renovation measures,
short-term leases and maintenance and repairs are insignificant.
The OpEx is mainly related to short-term leases and non-
capitalized research and development (R&D) expenses.
• CCM 6.6 Freight transport services by road and CCM 6.5.
Transport by motorbikes, passenger cars and light commercial
vehicles. Vend mainly performs delivery services through
subcontractors and employees operating their own vehicles. We
are obliged to a limited degree to invest in the essential
components needed to carry out this activity. Furthermore, costs
relating to renovation measures, maintenance and repairs are
minimal for the same reasons. The OpEx is mainly related to
short-term leases.
• CCM 7.7 Acquisition and ownership of buildings. The OpEx
included is mainly related to maintenance and repairs for the
leased buildings.
For information on the proportion of turnover, CapEx and OpEx from
products or services associated with Taxonomy-aligned economic
activities, see the tables below. In accordance with the simplification
measures adopted by the European Commission on 4 July 2025 as
part of the EU Omnibus package, activities representing less than 10
per cent of the respective KPI are considered non-material. These
activities are therefore not presented separately in the tables but are
included in the KPI totals and reported in the column “Not assessed
activities considered non-material” in Table 1.
For Turnover, these activities include CE 5.6 Marketplace for the
trade of second-hand goods for reuse and CCM 7.7 Acquisition and
ownership of buildings.
For CapEx and OpEx, the following activities fall below the materiality
threshold: CCM 6.5 Transport by motorbikes, passenger cars and
light commercial vehicles, and CCM 6.6 Freight transport services by
road.
VEND ANNUAL REPORT 2025
BOARD OF DIRECTORS' REPORT
44
Taxonomy – Table 1: EU Taxonomy KPIs overview: Turnover, CapEx, OpEx
Financial
year (N)
2025
Breakdown by environmental objectives of
taxonomy aligned activities
KPI
Total
Proportion
of
Taxonomy
eligible
activities
Taxonomy
aligned
activities
Proportion
of
Taxonomy
aligned
activities
Climate Change
Mitigation
Climate Change
Adaption
Water
Circular Economy
Pollution
Biodiversity
Proportion
of
enabling
activities
Proportion
of
transitional
activities
Not
assessed
activities
considered
non-
material
Taxonomy
aligned
activities
in
previous
financial
year (N-1)
Proportion
of
Taxonomy
aligned
activities
in
previous
financial
year (N-1)
Million
NOK
%
Million
NOK
%
%
%
%
%
%
%
%
%
%
Million
NOK
%
Turnover
6 317
0 %
-
0 %
0 %
0 %
0 %
0 %
0 %
0 %
0 %
0 %
9 %
-
0 %
CapEX
646
25 %
-
0 %
0 %
0 %
0 %
0 %
0 %
0 %
14 %
0 %
0 %
-
0 %
OpEx
259
21 %
-
0 %
0 %
0 %
0 %
0 %
0 %
0 %
9 %
0 %
5 %
-
0 %
Taxonomy – Table 2: EU Taxonomy KPIs in CapEx
Financial year
(N)
2025
Environmental objective of Taxonomy aligned
activities
Economic
Activities
Code
Taxonomy
eligible KPI
(Proportion of
Taxonomy
eligible
Turnover)
Taxonomy
aligned KPI
(monetary
value of
Turnover)
Taxonomy
aligned KPI
(Proportion
value of
Turnover)
Climate Change
Mitigation
Climate Change
Adaption
Water
Circular
Economy
Pollution
Biodiversity
Enabling
activity
Transitional
activity
Proportion
of
Taxonomy
aligned in
Taxonomy
eligible
%
Million NOK
%
%
%
%
%
%
%
E where
applicable
T where
applicable
%
Marketplace
for the trade
of second-
hand goods
for reuse
CE 5.6
14 %
-
0 %
0 %
0 %
0 %
0 %
0 %
0 %
E
0 %
Acquisition
and ownership
of buildings
CCM
7.7
12 %
-
0 %
0 %
0 %
0 %
0 %
0 %
0 %
0 %
Sum of alignment per
objective
0 %
0 %
0 %
0 %
0 %
0 %
Total KPI (CapEx)
25 %
-
0 %
0 %
0 %
0 %
0 %
0 %
0 %
14 %
0 %
0 %
Taxonomy – Table 3: EU Taxonomy KPIs in OpEx
Financial year
(N)
2025
Environmental objective of Taxonomy aligned
activities
Economic
Activities
Code
Taxonomy
eligible KPI
(Proportion of
Taxonomy
eligible
Turnover)
Taxonomy
aligned KPI
(monetary
value of
Turnover)
Taxonomy
aligned KPI
(Proportion
value of
Turnover)
Climate Change
Mitigation
Climate Change
Adaption
Water
Circular Economy
Pollution
Biodiversity
Enabling
activity
Transitional
activity
Proportion
of
Taxonomy
aligned in
Taxonomy
eligible
%
Million NOK
%
%
%
%
%
%
%
E where
applicable
T where
applicable
%
Marketplace
for the trade
of second-
hand goods
for reuse
CE 5.6
9 %
-
0 %
0 %
0 %
0 %
0 %
0 %
0 %
E
0 %
Acquisition
and ownership
of buildings
CCM
7.7
12 %
-
0 %
0 %
0 %
0 %
0 %
0 %
0 %
0 %
Sum of alignment per
objective
0 %
0 %
0 %
0 %
0 %
0 %
Total KPI (OpEx)
21 %
-
0 %
0 %
0 %
0 %
0 %
0 %
0 %
9 %
0 %
0 %
VEND ANNUAL REPORT 2025
BOARD OF DIRECTORS' REPORT
45
Social information
ESRS S1 – Our employees
In 2025, we continued building One Vend with emphasis on
leadership, culture and inclusion. We introduced a new Leadership
Framework and a group-wide Job Level Framework to support
clarity, fairness and consistent people practices across markets.
During the year, women represented 44 per cent of top
management, up from 33 per cent in 2024, and the gender pay gap
improved from 4.2 per cent to -0.1 per cent. Going forward, we will
focus on strengthening employee engagement and progressing
towards greater gender balance across all leadership positions by
2030.
For ESRS S1, Our employees, Vend has identified two material IROs,
listed in the table below. Note that in this Sustainability Statement,
Vend has chosen to refer to ESRS S1 “Our employees” as “Our
employees”. For detailed information about these IROs, see section
SBM-3 – Material impacts, risks and opportunities and their
interaction with strategy and business model. For this topical
standard, we have used the phase-in option for the disclosure
requirement S1-13 (Training and skills development). Information
on this disclosure requirement is therefore not included in this
year’s statement.
S1 - Table 1: IROs related to our employees
IRO
Type of IRO
A clear purpose, culture and performance on sustainability,
with a focus on inclusion, will increase the likelihood of
attracting and retaining talent
Opportunity
Poor psychosocial and ergonomic working conditions can
negatively affect employees’ health and well-being
Actual
negative
impact
S1-1 – Policies related to our employees
In order to manage Vend’s material IROs related to our employees,
the policies listed below are in place. It should be noted that these
policies do not put emphasis on specific groups within the
workforce but rather cover all our employees. The geographic
scope covers all geographies where we have employees. To
support consistent awareness and accessibility, these policies are
made available to employees through internal channels. This
includes an internal digital assistant that allows employees to
easily access current policy information and guidance, helping
ensure that policies remain accessible, relevant and consistently
applied.
S1 - Table 2: Policies related to our employees
S1 policies
Connection to IROs
Scope of policy
Most senior
accountable level
Process for monitoring
Code of Conduct
(hereafter ‘CoC’)
• Opportunity: A clear purpose, culture and
performance on sustainability, with a focus on
inclusion, will increase the likelihood of
attracting and retaining talent
• Actual negative impact: Poor psychosocial
and ergonomic working conditions can
negatively affect employees’ health and well-
being
• Value chain: Upstream,
Own operations,
Downstream
• Geography: All
geographies where Vend
operates
Board of Directors
ELT is responsible for
implementation, which is
executed and monitored by
the Group Compliance
Officer
Discrimination,
Bullying and
Harassment
Policy
• Opportunity: A clear purpose, culture and
performance on sustainability, with a focus on
inclusion, will increase the likelihood of
attracting and retaining talent
• Value chain: Own
operations
• Geography: All
geographies where Vend
operates
EVP People and
Communications
EVP People and
Communications, managers
also accountable for
immediate action,
highlighting shared
responsibility across
leadership levels
Diversity and
Inclusion Policy
• Opportunity: A clear purpose, culture and
performance on sustainability, with a focus on
inclusion, will increase the likelihood of
attracting and retaining talent
• Value chain: Own
operations
• Geography: All
geographies where Vend
operates
CEO
EVP People &
Communications
Policy: Code of Conduct
Our CoC emphasises our dedication to creating an inclusive work
environment for everyone. We believe that diversity is a key driver of
innovation in Vend, and we can create business value when we
combine our diversity and inclusivity focus with a work environment
that encourages everyone to participate and contribute. Our code
also defines safe working conditions as a fundamental human and
labour right, which we actively work to ensure for all employees.
Specifically, the code states that we are guided by the UN Guiding
Principles on Business and Human Rights, the ILO Conventions, and
national legislation including the Norwegian Transparency Act.
Issues such as forced labour are addressed by the code; child labour
and trafficking are not addressed explicitly but are covered by our
respect for human and labour rights. The code applies to everyone at
Vend, including all employees, leaders, and our Board, as well as all
companies that are part of the Vend family. The code was updated in
2025, following the carve-out of the media business and the
establishment of Vend as an independent company. This process
included significant internal engagement in order to consider
stakeholders' interest. An example of this is how each topic in the
CoC was mapped towards key stakeholders and topic experts within
Vend, to ensure that the necessary considerations were taken into
account in the updated document. The CoC is available on our
intranet, in the internal digital assistant, and externally on our
website.
VEND ANNUAL REPORT 2025
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46
Policy: Discrimination, Bullying and Harassment policy
Vend’s Discrimination, Bullying and Harassment Policy commits to
fostering a professional and inclusive workplace where diversity is
embraced. It addresses risks such as employee ill-health and
exclusion due to inappropriate behaviours, aiming to improve well-
being and organisational cohesion. Managers are required to act
immediately upon witnessing or being informed of issues, while
employees are encouraged to report concerns to trusted individuals
or through the anonymous SpeakUp channel. The People team
investigates reported incidents confidentially and objectively. The
policy applies to all organisational activities across Vend's
subsidiaries, covering employees, hired consultants and trainees,
regardless of location. It emphasises respectful behaviour internally,
which can influence external relationships. The policy is made
available to all potentially affected stakeholders through Vend’s
intranet and in the internal digital assistant, and is accessible
externally on our website to ensure transparency and support those
who are expected to help implement it.
Policy: Diversity and Inclusion Policy
Our Diversity and Inclusion Policy underscores our commitment to
embedding diversity and inclusion into every facet of our operations.
The policy defines diversity as the unique differences and similarities
among individuals, encompassing attributes like ethnicity, gender,
age, functional capacity, sexual orientation, culture, religion,
background, language and cognitive abilities. Our policy describes
inclusion as cultivating a corporate culture where all individuals can
be themselves, feel a sense of belonging and fully participate, aiming
to unleash the potential of diversity. The policy addresses risks such
as discrimination and bias, aiming to foster innovation and
organisational success through diverse perspectives. It emphasises
the responsibility of top management to implement the policy and
allocate necessary resources. Leaders throughout the company are
responsible for ensuring an inclusive organisational culture.
Employees are also responsible for creating and maintaining an
environment of mutual respect. Monitoring processes include
encouraging employees to report non-compliance through various
channels to ensure continuous attention to diversity and inclusion.
The policy is made available to all potentially affected stakeholders
through Vend’s intranet, in the internal digital assistant and it is
accessible externally on our website to ensure transparency and
support those who are expected to help implement it.
Policies to support equal opportunities
The Discrimination, Bullying and Harassment Policy and the Diversity
and Inclusion Policy are adopted to eliminate discrimination and
harassment as well as to promote equal opportunities and other ways
to advance diversity and inclusion. While these policies support
inclusion across many aspects, Vend has no specific policy
commitments related to the inclusion of people from groups at
particular risk of vulnerability. To ensure that discrimination is
prevented, mitigated and acted upon, we implement these policies
through procedures in the reporting channels described below
(especially SpeakUp, see section S1-3 – Processes to remediate
negative impacts and channels for our employees to raise concerns).
The responsibility for investigating reported incidents lies with the
People team. Vend has chosen to organise the People team as
independently as possible from our corporate structures to ensure
that it can operate objectively as far as possible without being
unduly influenced. This is important in cases where we must examine
ourselves and investigate incidents that may affect both executives
and employees. To ensure that these policies are implemented in a
way that prevents discrimination and supports equal opportunities in
practice, Vend applies a group-wide Job Framework and conducts
regular pay analyses to provide a transparent and consistent basis
for equal pay, role classification and career development. In addition,
Vend’s recruitment and performance review processes are designed
to promote equal opportunities and minimise the risk of
discrimination through structured and consistent application across
roles and geographies. These structural measures were
complemented by several internal and external initiatives during
2025 to further advance diversity and inclusion.
Commitment to upholding human rights and labour rights
Vend is committed to upholding high standards for human rights and
labour rights at all levels across our organisation. Our commitment is
outlined in our CoC. It sets clear expectations for how Vend respects
human and labour rights across all operations and throughout the
value chain. The processes and mechanisms to monitor compliance
with these standards include both reactive and proactive actions,
such as use of the SpeakUp channel to address concerns, and
training initiatives led by the People & Communications team to
ensure all employees and managers understand and apply the CoC in
their daily work.
Our approach to respecting human rights and labour rights is based
on the CoC described above. We are committed to providing all
employees with fair wages and regulated working hours. We expect
every member of the Vend family to actively oppose any negative
impact on human and labour rights related to our activities.
Furthermore, we uphold the right to collective wage negotiations and
freedom of association, reflecting our belief in the power of
collective action and dialogue. There are multiple ways for
employees to engage with us to raise concerns related to human
rights, especially through the engagement channel SpeakUp
described in more detail in section S1-3 – Processes to remediate
negative impacts and channels for our employees to raise concerns
below. Any identified measures to provide or enable remedies are
implemented through the routines established in those channels.
Health and safety management system
Vend has a workplace accident prevention management system in
place. This is a systematic approach to evaluate, prevent and
communicate procedures related to health and safety risks. Each
subsidiary is responsible for conducting a risk assessment
identifying occupational health and safety risks. Our offices mainly
pose the risk of ill-health in the form of stress. In the regular
meetings, in which appointed employee representatives participate,
we oversee our systematic work on health and safety, review incident
records and identify areas for improvement. In addition, various
health and well-being benefits are offered, and support is provided
when needed to our employees and leaders.
S1-2 – Processes for engaging with our employees
and employees’ representatives about impacts
How we engage with our employees
At Vend, we engage with our employees through several channels,
mainly through regular team meetings, one-to-one check-ins with
managers, employee representatives and employee engagement
surveys. Input from these channels is used both when identifying and
implementing actions to manage impacts on employees and when
monitoring their effectiveness. Actions vary depending on the issue
and are addressed locally or centrally as appropriate.
We engage with workers and their representatives through
established processes to discuss the impacts of our operations.
Employee representation is active at multiple levels: three employee
representatives and two deputies sit on Vend’s Board, and two Group
employee representatives are elected to represent all employees,
both unionised and non-unionised, under the central Norwegian
collective bargaining agreements. Each subsidiary also has a
Workplace Environment Committee composed of management and
employee representatives, which meets regularly to discuss and
VEND ANNUAL REPORT 2025
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47
follow up on health and safety matters, monitor preventive measures
and identify areas for improvement.
The European Works Council (EWC), composed of representatives
from various countries, ensures a broad range of perspectives and
facilitates information exchange on company-wide matters. Through
the EWC, the ELT gains deeper insight into workforce perspectives
and promotes dialogue and consultation on key issues,
complemented by consultation with local shop stewards and trade
union representatives at country and company level.
Vend also engages with its workforce through structured feedback
cycles during the year. Employee engagement surveys are
conducted three times annually to assess perceptions of Vend as a
workplace, collaboration, leadership and other factors affecting
working life. The results drive improvement actions and are used to
evaluate their effectiveness. Feedback, provided anonymously, is
shared with managers and the ELT. Summaries and follow-up actions
are communicated in company-wide All Hands meetings, while team
managers address team-specific results. In addition, formal
performance and development talks as well as frequent check-ins
are held with all employees to support individual growth and
continuously improve working conditions.
While these are the primary and most frequently used channels,
employees also have access to the formal SpeakUp channel as a last
resort for raising serious or sensitive concerns.
Responsibility for ensuring engagement processes
The function responsible for ensuring that the engagement with
employees and their representatives occurs is People &
Communications. While People & Communications holds overall
responsibility for the framework, processes and follow-up of
employee engagement, managers across the organisation are
responsible for engaging with employees in their day-to-day roles.
The EVP People & Communications has the operational responsibility
for ensuring that this engagement happens and that the results
inform our approach and actions. As of December 2025, there were
multiple People Business partners that support various parts of the
organisation with these engagement processes. In addition, there
were two talent specialists who continuously improve related
processes and four full-time equivalents (FTEs) in the
Communication & Engagement team.
S1-3 – Processes to remediate negative impacts and
channels for our employees to raise concerns
Reporting procedures
Vend has an easily accessible group intranet that outlines various
reporting procedures (such as those for reporting accidents, security
concerns and discriminatory behaviour), including the whistleblower
channel SpeakUp. We believe that an open and respectful working
environment is crucial for our development and success. Our
SpeakUp channel enables employees and other stakeholders to
report concerns in writing, electronically or orally, and can also be
used for anonymous reporting through an external digital platform
managed by an independent external legal counsel. Reports of
concern can relate to suspected breaches of law, the CoC or internal
guidelines. The SpeakUp channel serves as a supplement to internal
reporting, such as discussions with managers, HR or safety
representatives (see ESRS G1 – Business Conduct). All concerns
reported through the channel are initially assessed by external legal
counsel, ensuring impartiality and compliance with legal
requirements. The SpeakUp procedure provides clear guidelines on
how to report and on how reports should be handled, to establish
predictability and confidence that reports will be managed
appropriately and in accordance with relevant laws. Vend will not
tolerate any negative consequences for anyone who reports a
concern in good faith. Employees can also report concerns to one or
more of the following bodies: Vend’s Legal department, Group
Compliance Officer, the ELT or through the safety representatives.
Oversight and accountability
Vend tracks and monitors issues raised and addressed through
established processes, including via the SpeakUp channel. The
SpeakUp channel is overseen by People team representatives and
relevant leaders. The system has procedures in place to ensure
effective follow-up. Stakeholder involvement with the intended
users is integral to ensure the effectiveness of this channel.
Awareness and information
Information about the available grievance mechanisms, including the
SpeakUp channel, is made accessible to employees through Vend’s
internal channels, including the intranet and the internal digital
assistant. These channels provide employees with up-to-date
guidance on how and where to raise concerns or report misconduct.
Information about reporting concerns is also included as part of
Vend’s mandatory CoC training, which contains content covering the
SpeakUp channel and other reporting routes. All new employees are
introduced to the CoC and related reporting mechanisms as part of
their onboarding. By making information about grievance channels
easily accessible and integrated into existing processes, Vend aims
to ensure that employees are aware of how to raise concerns when
needed.
Addressing negative impacts
When a negative impact affects our employees, Vend follows a
structured approach to address and remediate the issue. For
individual cases, tailored actions are taken based on the specifics of
each situation, ensuring that the response is appropriate and
effective. The effectiveness of these remedies is monitored on a
case-by-case basis to ensure satisfactory outcomes. For broader,
systemic issues or potential negative impacts, we implement general
strategies aimed at prevention and mitigation. These strategies are
regularly reviewed through the established feedback channels (e.g.,
employee surveys), which allow our employees to raise concerns and
provide insights on the strategies’ effectiveness. This dual approach
ensures that both immediate and long-term impacts are
appropriately managed and remediated.
To assess whether our employees are aware of and trust these
structures, questions connected to these topics are included in an
in-depth annual engagement survey. For 2025, the question 'I work in
an environment that is free from bullying, harassment and
discrimination' received a score of 88 per cent. The question ‘I know
where to find information about how to report concerns or
misconduct at Vend' received a score of 73 per cent. Although our
policies do not explicitly protect reporters against retaliation, there
is always an option to report issues or concerns anonymously if an
employee is concerned about retaliation.
S1-4 – Actions related to our employees
In 2025, Vend performed three key actions connected to our
material IROs related to our employees. In general, our actions
focused on building our new organisation as Vend. For information on
our key actions related to our employees, see the table below. No
significant CapEx or OpEx were identified in relation to any of these
actions.
VEND ANNUAL REPORT 2025
BOARD OF DIRECTORS' REPORT
48
S1 - Table 3: Actions related to our employees
Key actions 2025
Related IROs
Expected outcome
New Leadership Framework
• Opportunity: A clear purpose, culture and performance
on sustainability, with a focus on inclusion, will increase
the likelihood of attracting and retaining talent.
• Actual negative impact: Poor psychosocial and
ergonomic working conditions can negatively affect
employees’ health and well-being.
• Improved employee engagement and well-being by
fostering trust, inclusion and growth.
• Increased business performance through sharper goal-
setting, ownership and collaboration.
• Strengthened clarity, accountability and psychological
safety across teams.
• A unified leadership culture aligned with Vend’s values:
Unite, Dare, Deliver.
New values, strengthened
culture and harmonisation of
benefits within markets
• Opportunity: A clear purpose, culture and performance
on sustainability, with a focus on inclusion, will increase
the likelihood of attracting and retaining talent.
• Stronger shared culture and sense of belonging across
all markets, improved employee engagement and trust,
and consistent and fair employee experience.
Updated job levels framework
• Opportunity: A clear purpose, culture and performance
on sustainability, with a focus on inclusion, will increase
the likelihood of attracting and retaining talent.
• Actual negative impact: Poor psychosocial and
ergonomic working conditions can negatively affect
employees’ health and well-being.
• Increased fairness and transparency in pay and career
development, improved compliance readiness, and
enhanced internal mobility through a common job
language across all markets.
Key action: New Leadership Framework
Vend launched its new Leadership Framework — Clear & Care — as
part of our ambition to build one aligned leadership culture across all
countries and functions. The framework defines six leadership
principles and concrete behaviours that guide how we lead, grow
people, and deliver on our business goals. The framework was
created in-house and co-created with leaders across the
organisation and rolled out through an integrated leadership journey
for all 340 Vend managers and product managers. This journey
combines digital learning, live sessions, and peer coaching to
translate the framework into daily leadership practice. This key
action directly supports our People & Culture sustainability priorities
by promoting responsible, inclusive, and future-fit leadership. It also
links to our corporate targets on employee engagement, diversity
and inclusion, and long-term talent development. By combining care
for people with clear expectations and accountability, it enables
sustainable performance and healthy growth. It also relates to our
social sustainability target of increasing gender diversity in
leadership positions, aiming for gender balance (50/50) by 2030, by
embedding inclusive leadership behaviours and fair talent processes
that ensure equal opportunities for all genders. The scope of this
action covers Vend’s entire organisation across all business areas,
functions and geographies (Norway, Sweden, Denmark, Finland). The
key action is expected to be finalised mid-2026, with ongoing
integration into talent processes (recruitment, performance,
learning) during 2026.
Key action: New values, strengthened culture and harmonisation
of benefits within markets
In 2025, we focused on ‘Becoming One Vend’ and launched our new
company values (Unite, Dare, Deliver). We also developed a Vend
Culture Book, merged legal entities within Markets, and harmonised
benefits within each market to ensure fairness, alignment and a
unified employee experience. This key action supports the
implementation of our CoC by promoting equal treatment,
transparency and an inclusive workplace culture. The scope of this
key action is group-wide, as it covers all markets and all employees.
In 2025, we focused on setting the structure, with full
implementation planned to continue throughout 2026.
Key action: Updated job levels framework
In 2025, we finalised our new Job Level Framework as a foundation for
fair and transparent pay structures. The framework defines job
architecture, comparable roles and levels of seniority across the
organisation, enabling gender pay gap analysis and consistent
career development processes. Moreover, it supports policy
objectives in Vend’s CoC and Diversity & Inclusion Policy by
strengthening equal opportunities, non-discrimination and pay
equity. This work also ensures compliance with EU Pay Transparency
Directive (effective June 2026). The scope of this key action is
group-wide, as it covers all markets and all employees. The
framework was finalised in 2025 and will be implemented and
compliance-ready by mid-2026, followed by continuous
improvement and monitoring.
Actions in relation to actual negative impact
The first and third key actions listed above represent our actions
taken and underway to prevent and mitigate our material negative
impact on our employees. For example, the new Leadership
Framework was introduced to strengthen our leadership culture,
ensure clear role expectations, and promote a healthy psychosocial
work environment. By defining consistent leadership behaviours,
clarifying expectations, and embedding well-being as part of
performance follow-up, the framework supports prevention and
remedy of psychosocial risks and contributes to long-term employee
well-being. To identify what actions are needed and appropriate in
response to a particular negative impact, and to track the
effectiveness of these actions, we leverage the engagement
channels described in section S1-2 – Processes for engaging with
our employees and workers’ representatives about impacts. To
manage the material impact related to our employees, the main
resources allocated are personnel from our People &
Communications function, consisting of circa 60 FTEs.
To ensure that our own practices do not cause or contribute to
material negative impacts on our employees, we follow an approach
where we engage with employee representatives in recurring
meetings. These representatives include European Works Council
(EWC) members, Board deputies and Group employee
representatives, as well as local trade union representatives, shop
stewards and works councils, who act as intermediaries between
employees and management. Additionally, Workplace Environment
Committees in each company play a vital role in monitoring and
addressing potential issues. People Business Partners collaborate
with these structures to ensure a safe and supportive working
environment that does not cause or contribute to material negative
VEND ANNUAL REPORT 2025
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49
impacts on our employees. This approach helps balance the
prevention of negative impacts (potentially caused by our own
practices) with other business pressures while staying true to our
organisational values.
Actions in relation to opportunities
The three key actions listed above outline the actions underway to
pursue our material opportunity in relation to our employees. In
addition to these actions taken in 2025, Vend has also identified
further initiatives that are planned for future years. We will continue
to strengthen our people and culture agenda with a focus on
inclusion, competence development and leadership. Vend’s
Employee Value Proposition (EVP) is being updated to better reflect
our purpose, culture and sustainability ambitions. We are also
working on integrating sustainability and inclusion into the global
onboarding programme for all new employees. Equal opportunities
remain a key priority, supported by the Job Framework introduced in
2025, which provides a transparent foundation for pay, development
and internal mobility. As an illustration of this focus, more than 30
per cent of open roles filled during 2025 were filled by internal
candidates, reflecting the use of internal mobility and development
opportunities across the organisation. To future-proof our
organisation, we will focus on building competence and resilience
within AI and digital transformation, ensuring that employees can
upskill and adapt as technology evolves. Leadership development
will continue to be a strategic focus, aimed at fostering inclusive and
adaptive leaders who can drive sustainable high performance and
lead effectively through change, supporting a culture aligned with
Vend’s values. These planned initiatives are intended to build on the
actions completed in 2025 and will be developed and implemented
over the coming years. These initiatives aim to strengthen
engagement, attract and retain talent who share Vend’s values, and
ensure that the company continues to build a sustainable, future-
ready workforce.
S1-5 – Target related to our employees
In 2025, Vend decided on new targets for sustainability covering E
(environment), S (social sustainability), and G (governance). For social
sustainability, our new target is focused on achieving a greater
gender balance amongst our leadership roles.
S1 - Table 4: Target related to our employees
Target - Our employees
Related IROs
Increase gender diversity in
all leadership positions,
aiming for gender balance
(50/50) by 2030
Opportunity: A clear purpose, culture and
performance on sustainability, with a
focus on inclusion, will increase the
likelihood of attracting and retaining
talent
Vend is a value-driven company, and gender balance in leadership is
an important way to reflect that in practice. Vend already
demonstrates strong gender balance at the highest levels, with a
gender-balanced ELT and Board. However, there are still areas within
the organisation, particularly in PTX Core (Product and Tech Core),
where female representation remains low. To ensure equal
opportunities and strengthen diversity across all parts of the
company, we now aim to increase gender balance in all leadership
positions, with a particular focus on functions where women are
underrepresented.
Our target of achieving gender diversity in all leadership positions
connects to policy objectives of our CoC. Specifically, since the latter
states that we believe that our diversity is a key driver of innovation
and that we can create business value by combining our diversity and
inclusivity focus with a work environment that encourages everyone
to participate and contribute. The target covers all employees at
Vend, with a focus on PTX Core and functions with lower female
representation. The baseline values are from our base year 2025 (31
December) and outlines: ELT: 46 per cent women / 54 per cent men;
All managers: 43 per cent women / 57 per cent men; Managers in PTX
Core: 26 per cent women / 70 per cent men / 4 per cent other. The
target is absolute and is measured in percentages. ‘Leadership
positions’ will be defined as all managerial roles.
The methodology to set this target included assessing the gender
balance across management levels as of the time of the target's
establishment in 2025 and benchmarking against EU and Nordic
peers. The target aligns with the EU Gender Equality Directive
(2022/2381). A key assumption in setting this target is that the pool
of potential new employees contains a sufficient number of women
to support recruitment efforts. Our employees were involved in
setting this target as questions on gender balance were asked as
part of our sustainability survey. The results showed that this area is
of importance to our employees, which led to a gender target being
defined by the Head of Sustainability in collaboration with the ELT.
Looking ahead, our employees will be involved in tracking the
performance of the target and in identifying improvements. This will
be achieved by Vend facilitating initiatives to further gender
balance, and to openly discuss progress on this target.
The target was set in October 2025 and has been approved by the
ELT. It will be monitored and reviewed periodically by the Head of
Sustainability, with an annual overall performance summary to the
ELT. Actions to deliver the target are driven by the relevant functions
and monitored more frequently within their respective areas. As part
of this process, Vend will track progress against the baseline, assess
the effectiveness of ongoing initiatives and identify areas for
improvement, using these insights to adjust actions where needed.
For the 2025 reporting year, performance against the target is
assessed only at the ELT and Board level, as the metric covering all
leadership roles will be developed during 2026. As such, full progress
cannot yet be reported, and no quantitative indicator is applied
beyond the ELT gender balance for 2025. And as the target was
introduced in late 2025, direct engagement with our employees
regarding tracking progress and identifying improvements has not
yet been established.
S1-6 – Characteristics of our employees
Worker type definitions included in the metrics in this chapter:
• Employee: An individual hired under a contract of employment to
perform work for an employer in exchange for a wage, salary, fee
or other payment. An employee can be permanent, temporary or
non-guaranteed hours.
• Permanent employee: An individual employed on an ongoing
basis without a predetermined end date. Types of permanent
employees in Vend include regular, flex job employees as well as
contractors working in a permanent capacity onboarded via
external platforms.
• Temporary employee: An individual employed for a fixed duration
or specific project, with a defined end date. Types of temporary
employees in Vend include interns and student workers, trainees,
seasonal temporary, substitutes and other temporary workers.
• Non-guaranteed hours employee: An individual employed
without a set number of working hours, whose schedule varies
based on business needs, with no obligation for the employer to
provide a minimum number of hours. Types of non-guaranteed
hours employees in Vend include on-call employees.
• Headcount: Refers to the total number of employees in an
organisation by year-end. See the methodology section below
for more information.
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50
Distribution of employees by gender, country and type
The total number of employees by headcount and breakdown by
gender, as well as breakdown by country for countries in which we
have 50 or more employees representing at least 10 per cent of the
total number of employees, are presented in the tables below.
S1 - Table 5: Distribution of employees by gender
Number of employees (headcount)
Gender
2025
2024
Male
2,618
2,768
Female
1,296
1,398
Other
4
11
Not reported
7
0
Total employees
3,925
4,177
S1 - Table 6: Distribution of employees by country
Number of employees (headcount)
Country
2025
2024
Norway
2,544
2,692
Sweden
838
908
Finland
211
224
Denmark
258
269
Poland
72
73
Other
2
12
S1 – Table 7: Distribution of employees by contract type
2025
Employees by
contract type and
gender (HC)
Female
Male
Other
Not
disclos
ed
Total
Number of
employees
1,296
2,618
4
7
3,925
Number of
permanent
employees
1,178
2,346
4
7
3,535
Number of
temporary
employees
102
259
0
0
361
Number of non-
guaranteed hours
employees
16
13
0
0
29
2024
Employees by
contract type and
gender (HC)
Female
Male
Other
Not
disclos
ed
Total
Number of
employees
1,398
2,768
11
0
4,177
Number of
permanent
employees
1,277
2,509
4
0
3,790
Number of
temporary
employees
50
86
3
0
139
Number of non-
guaranteed hours
employees
72
173
4
0
249
Employee turnover
In 2025, a total of 1,738 employees left Vend during the reporting
period, corresponding to a turnover rate of 44 per cent, calculated
based on total headcount. The figure includes both voluntary and
involuntary departures. Employees whose termination date was 31
December 2025 are not included in the 2025 figures, as their
employment formally ended on 1 January 2026. Departures related to
divestitures are excluded. The turnover rate includes employees
within the Delivery segment, which structurally experiences higher
turnover due to the nature of its operations. Excluding Delivery, the
turnover rate in 2025 was 20 per cent. For comparison, in 2024, 1,839
employees left Vend, corresponding to a turnover rate of 44 per cent
(excluding Delivery: 22 per cent).
Methodology for employee characteristics
The methodology for compiling the data for people-related metrics
followed a process whereby data was collected from each company
within the scope of reporting. For those entities utilising our group
HR platform, headcount numbers were reported through the
platform. In case a company was not using the HR platform,
headcount numbers were collected via structured reporting
templates.
The figures reported above are presented as headcount and
calculated by year-end data. In the HR Platform, a snapshot of year-
end data was taken for each reporting company. Some companies
are not included in the scope for the full reporting period due to
divestments during the year. In such cases, headcount has been
included up to the date of disposal (i.e. last day of ownership).
Internal controls were applied to ensure completeness and accuracy
of the data. These controls were in line with those described in
section GOV-5 – Risk management and internal controls over
sustainability reporting. Limitations of the methodology include
reliance on self-reported data from companies not using the HR
platform potentially causing variations in definitions of HC across
entities.
During the year, the data collection process was further streamlined
as an increased number of companies were onboarded onto the
group’s central HR platform. As a result, headcount data are now
primarily sourced directly from the central HR platform, reducing the
need for supplementary data collection. The number of standardised
questionnaires used in the reporting process has therefore been
reduced from two to one and is now limited to collecting information
not available in the central HR system. For companies that do not
maintain headcount data in the central HR system, the required
information is collected through structured reporting templates.
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BOARD OF DIRECTORS' REPORT
51
Comparative Information
For comparative purposes, the 2024 figures have been aligned to the
same year-end headcount basis. For entities utilising the group HR
platform in 2024, headcount as of 31 December 2024 was used. For
entities utilising the group HR platform in 2024, headcount as of 31
December 2024 was used. These figures represent direct system
extracts, providing a verified snapshot with no need for estimation.
For entities not integrated in our HR platform during 2024, the
reported annual average headcount was used as a proxy for year-
end headcount. This proxy was applied consistently because
centralised year-end records were not historically available for these
entities. People and Sustainability functions assessed this approach
to represent a reasonable and neutral estimate of year-end
headcount and not to result in a material deviation at consolidated
level.
In the prior reporting year, headcount was presented as a weighted
annual average, reflecting the average size of Vend throughout the
reporting period. During 2024, the Group increased its ownership
interest in certain companies in the Delivery segment, resulting in a
higher proportion of their workforce being included in the
consolidated headcount during the second half of the year. As a
result, the weighted average headcount for 2024 was lower than the
year-end headcount as of 31 December 2024. Aligning the
comparative figures to a year-end basis therefore reflects Vend’s
closing position at the reporting date and improves comparability
with the current reporting year.
For a cross-reference, refer to Note 8 - 'Personnel expenses and
remuneration' in the condensed consolidated financial statements
of this annual report.
S1-9 – Diversity metrics
Gender distribution at top management level
In 2025, women represented 44 per cent of top management (four
women and five men). Top management is defined as the members of
the Executive Leadership Team (ELT). For comparison, in 2024,
women represented 33 per cent of top management (three women
and six men). Data were collected from the central HR platform and,
where not available, through structured reporting templates, and
subsequently consolidated and verified by the People and
Sustainability functions.
Distribution of employees by age group
For information on distribution among employees by age group at
Vend, see the table below. Data were collected from the central HR
platform and, where not available, through structured reporting
templates, and subsequently consolidated and verified by the
People and Sustainability functions.
S1 – Table 8: Age distribution of employees
% of employees
Age group
2025
2024
Under 30 years
21
20
30-50 years
62
63
Above 50 years
17
17
S1-14 – Health and safety metrics
At Vend, 100 per cent of our employees are covered by a health and
safety management system. All companies within the scope of
reporting have a health and safety management system to register
and follow up health and safety metrics. During 2025, we have had
zero (0) fatalities as a result of work-related injuries or work-related
ill-health. In regard to work-related accidents, Vend had 56
accidents during 2025, amounting to a rate of 7.3 accidents per
million hours worked. When computing the rate of work-related
injuries, we divided the number of cases by the actual/estimated
number of total hours worked by people in our employees and
multiplied it by 1,000,000.
For comparison, in 2024, 100 per cent of the workforce was covered
by a health and safety management system. There were zero (0)
fatalities and 42 work-related accidents, corresponding to a rate of
5.1 per million hours worked.
Data for work-related incidents and fatalities as a result of work-
related injuries or work-related ill-health among employees were
collected through standardised questionnaires for each company
within the scope of reporting. The results were then consolidated in a
central dataset and reviewed and verified by the People and
Sustainability functions to ensure completeness and consistency. It
should be noted that the methodology changes, including for
comparative information, mentioned in the section regarding the
characteristics of our employees also applies to these metrics. For
further information on this, see section S1-6 – Characteristics of our
employees.
S1-16 – Remuneration metrics (pay gap and total
remuneration)
For information related to the gender pay gap and total
remuneration ratio (the annual total remuneration ratio of the
highest-paid individual to the median annual total remuneration),
see the table below.
S1 – Table 9: Remuneration metrics
Remuneration metrics
2025
2024
Gender pay gap
-0.1%
4.2%
Total remuneration ratio
28.3
31.9
The gender pay gap decreased in 2025 primarily due to normal
organisational developments during the year, including employee
turnover, new hires, and role changes across functions and
geographies. Vend’s remuneration model remains based on role,
market benchmarks and individual circumstances.
Information on recalculations (2024 restatement)
During the preparation of the 2025 Sustainability Statement, certain
prior-year remuneration data (2024) were reviewed and corrected to
improve comparability and accuracy. The recalculation primarily
relates to (i) inclusion of employee groups that were previously
excluded due to incomplete salary data, and (ii) corrections to
variable remuneration components for executive management. For
the recalculation, the previously excluded population of our
employees was incorporated using available 2025 salary data as a
proxy to ensure completeness and comparability. For a limited
number of employees where complete remuneration data was
unavailable in the 2024 dataset, average remuneration from the
2025 dataset was used as a proxy to ensure completeness and
comparability of the restated figures. The proxy was applied using
gender- and entity-specific averages where relevant. As a result, the
2024 gender pay gap and total remuneration ratio have been
restated compared to the figures previously reported.
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Definition of calculation
The gender pay gap was calculated by taking the average hourly
gross pay level of male employees minus the average gross hourly
pay level of female employees, divided by the average pay levels for
males, times 100. The total remuneration ratio was calculated by
taking the annual total remuneration for Vend’s highest-paid
individual divided by the median employee annual total remuneration
(excluding the highest-paid individual).
Methodology, assumptions and limitations
The data used for reporting were collected from each company
within the scope of reporting. For entities using the central HR
platform, data was extracted directly. Other entities reported
through structured data sets to Vend’s central team for
consolidation and verification.
The following significant assumptions and limitations should be
noted:
• Variable pay assumptions: For entities where target-based
incentive data was unavailable, actual payments were used as a
proxy. For new employees without a payment history,
remuneration was estimated based on typical earnings for
comparable roles.
• Use of collective agreements: For a segment of the Delivery
operations where individual data was not accessible in the
central HR system, pay levels were calculated based on the fixed
rates stipulated in applicable collective bargaining agreements.
• Snapshot methodology: The metrics are based on a year-end
snapshot. Consequently, they do not reflect intra-year
fluctuations in workforce composition.
• Proxy methodology affecting comparative figures (2024
restatement): For certain employees with incomplete 2024
remuneration data, 2025 average remuneration at entity and
gender level was used as a proxy to restate comparative figures.
• To fully understand the data, it should be noted that Vend
largely sets salaries based on individual circumstances, role and
applicable salary benchmarks in the relevant market and
industry. Consequently, the gender pay gap and total
remuneration ratio are influenced by shifts in the gender and role
distribution across different countries.
S1-17 – Incidents, complaints and severe human
rights impacts
During 2025, Vend had a total number of 5 reported incidents of
discrimination, including harassment. We had a total number of 8
complaints filed through our channels for people in the workforce to
raise concerns. We paid no fines, penalties or compensation for
damages as a result of the incidents and complaints disclosed above.
We have not identified any cases of severe human rights incidents in
our employees during 2025. For comparison, in 2024, 18 incidents of
discrimination were reported and 13 complaints were submitted. No
fines, penalties or compensation were paid, and no severe human
rights incidents were identified.
Data for incidents, complaints and severe human rights impact from
each company within the scope of reporting were collected from all
companies via standardised questionnaires and consolidated and
verified by the HR function. The data was complemented with input
from the Group Compliance Officer on cases registered through the
SpeakUp whistleblowing channel. The data were compiled on a case-
count basis for the reporting period and reflects incidents and
complaints reported during the year.
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Governance information
ESRS G1 – Business conduct
In 2025, we strengthened Vend’s governance framework to
support our position as an independent, technology-driven
marketplace company. We updated our Code of Conduct,
reinforced AI governance in preparation for upcoming EU
regulation, and established a Crisis Management Framework
aligned with NIS2 requirements. Going forward, we will focus on
embedding responsible AI practices, ensuring full completion of
Code of Conduct training by 2026, and maintaining strong internal
controls and supplier oversight.
For ESRS G1 – Business conduct, Vend has identified two material
IROs, listed in the table below. For detailed information about
these IROs, see section SBM-3 – Material impacts, risks and
opportunities and their interaction with strategy and business
model.
G1 – Table 1: IROs related to business conduct
IRO
Type of IRO
Lack of business integrity and responsible conduct,
internally and among business partners, may harm trust,
reputation and compliance
Risk
Non-compliance with fast-evolving AI regulation and
governance requirements may cause financial and
reputational risks
Risk
G1-1 – Business conduct policies and corporate culture
To manage Vend’s material risks related to our business conduct, the policies listed in the table below are in place.
G1 – Table 2: Policies related to business conduct
G1 policies
Connection to IROs
Scope of policy
Most senior
accountable level
Process for monitoring
Code of Conduct
Risk: Lack of business integrity and
responsible conduct, internally and among
business partners, may harm trust,
reputation and compliance
Risk: Non-compliance with fast-evolving AI
regulation and governance requirements
may cause financial and reputational risks
Value chain: Upstream,
Own operations,
Downstream
Geography: All
geographies where Vend
operates
Board of Directors
The ELT is responsible for
implementation, which is executed and
monitored by the Group Compliance
Officer.
Business Partner
CoC
Risk: Lack of business integrity and
responsible conduct, internally and among
business partners, may harm trust,
reputation and compliance
Value chain: Upstream,
Own operations
Geography: All
geographies where Vend
operates
Board of Directors
The CFO is responsible for
implementation, which is executed and
monitored by the Compliance function
Policy: Code of Conduct
Our Code of Conduct (hereafter ‘CoC’) sets out the norms,
responsibilities and practices that are expected of everyone
representing Vend. The CoC applies to all employees, to all
subsidiaries and to our Board. We also expect our partners,
contractors and other hired personnel who work in our operations to
meet our standards and respect our values as outlined in the CoC.
The content covers several matters related to business conduct,
such as anti-corruption, information security, and insider rules and
information. The general managers of each company are responsible
for supporting and monitoring each entity with rollout and
implementation of the CoC. The code is monitored and revised
periodically and was last revised in 2025.
Training in business conduct
Our CoC mandates that all employees are expected to attend
relevant training. These training sessions are digital and cover the
parts of the CoC considered most relevant for the whole of the
organisation. During 2025, Vend initiated the development of an
updated, Vend-specific CoC training tool, designed to strengthen
awareness, understanding and consistent application of the CoC
across the organisation. The training forms a core part of Vend’s
onboarding programme for new employees, while also being required
for all existing employees. The training tool applies to all employees,
including the ELT and the Board.
Policy: Business Partner Code of Conduct
Vend currently applies the Schibsted Business Partner CoC,
developed in 2024. During 2025, this Code remains valid for all
business partner relationships. A new Vend-specific governance
framework is under development and will be implemented during
2026.
Our Business Partner CoC outlines the ethical and legal standards
that we expect our business partners to uphold, including
compliance with laws and regulations governing anti-bribery and
corruption, data privacy, fair competition, human rights and
environmental responsibility. In some cases, it mandates adherence
to standards that are set higher than those required by law and
incorporates these principles into business agreements. Business
partners are responsible for ensuring that their supply chains also
comply with these standards, with emphasis on transparency,
immediate action on non-compliance and encouragement of
whistleblowing. The code aligns with requirements in the Norwegian
Transparency Act and with global standards such as the OECD
Guidelines. It is made available to all potentially affected
stakeholders and suppliers and is publicly accessible on Vend’s
website, ensuring transparency and enabling stakeholders to
understand the expectations that apply to them.
Mechanisms for identifying, reporting and investigating concerns
Vends’ main mechanism in place to identify, report and investigate
concerns about unlawful behaviour or behaviour in breach of our CoC
is the SpeakUp channel. This channel is available to both internal and
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external stakeholders and serves as a supplement to internal
reporting routes such as managers, HR or safety representatives.
Reports made through the digital SpeakUp channel are initially
assessed by an impartial external party, guaranteeing that all
concerns are addressed with the appropriate level of objectivity and
independence. The SpeakUp procedure sets out who can report,
what types of issues can be reported, the reporting process, how
reports are handled and protected, data handling procedures and
options for external reporting. Responsibility for oversight and
coordination of follow-up actions lies with the People team and
designated leaders for people-related matters, and with the
Compliance and Legal functions for all other and compliance-related
matters, consistent with Vend’s governance framework and SpeakUp
procedure. All reports are handled confidentially, and the reporter's
identity is disclosed only to authorised personnel involved in the
handling of the case, unless explicit consent is given. All forms of
retaliation against a person who has reported a concern in good faith
are strictly prohibited. Cases involving the ELT or the Board will be
reviewed by an external party to ensure independence.
Whistleblower protection
We protect whistleblowers by providing multiple ways to raise
concerns, including with anonymity if needed. Concerns can be
raised through our external anonymous SpeakUp channel, or through
other internal reporting routes such as People & Communications,
Legal or designated managers. Vend will not tolerate any negative
effects to anyone that reports a concern and all forms of retaliation
against a person who has reported a concern in good faith are
explicitly prohibited. Our process is designed in such a way that
whistleblowers are not exposed when reporting incidents or
concerns. Our employees receive information on our internal
whistleblower reporting channels. A case will never be reviewed or
investigated by the relevant line manager or department in charge
and will always be reviewed or investigated by employees in higher
positions than the parties referred to in the report. Information about
whistleblower protection and reporting of concerns is included as
part of our mandatory CoC training, which covers the SpeakUp
channel and other available reporting routes. All new employees are
introduced to the CoC and related whistleblower mechanisms as part
of their onboarding, ensuring awareness of how and where concerns
can be raised. Vend’s whistleblower framework is designed to align
with applicable whistleblower protection requirements in the
jurisdictions where we operate, including the principles set out in EU
Directive 2019/1937 on the protection of whistleblowers, as reflected
in national legislation.
Procedures against corruption and bribery
Vend is committed to act professionally and fairly in all our business
activities and relationships wherever we operate. We will continue to
implement and enforce effective systems to counter corruption.
Vend investigates any business conduct incidents, including
corruption. Such incidents, should they occur, would be primarily
handled by our Group Compliance Officer and, if appropriate, by a
third party. Incidents are investigated promptly, independently and
objectively. Based on the latest compliance risk assessment and the
DMA, the overall likelihood of corruption or bribery is deemed low.
The areas with relatively higher exposure are procurement, vendor
management, and functions with extensive external interactions
such as sales, business development, and public affairs.
G1 – Actions related to business conduct and promoting our corporate culture
In 2025, Vend performed key actions connected to our material IROs related to business conduct. In general, our actions focused on building a
strong corporate culture for Vend as a new company and organisation. For information on our key actions related to our employees, see the
table below. No significant CapEx or OpEx were identified in relation to any of these actions.
G1 - Table 3: Actions related to business conduct
Key actions 2025
Related IROs
Expected outcome
Updated CoC
Risk: Lack of business integrity and responsible conduct,
internally and among business partners, may harm trust,
reputation and compliance
Increased awareness and understanding of Vend's
compliance principles and expectations among employees
and stakeholders, contributing to a strong and consistent
corporate culture
Strengthened AI
governance
Risk: Non-compliance with fast-evolving AI regulation and
governance requirements may cause financial and reputational
risks
Clear governance of responsible AI use, reduced compliance
and reputational risks, and improved AI literacy and
accountability across the organisation
Established Crisis
Management Framework
Risk: Lack of business integrity and responsible conduct,
internally and among business partners, may harm trust,
reputation and compliance
Risk: Non-compliance with fast-evolving AI regulation and
governance requirements may cause financial and reputational
risks
Improved crisis preparedness and ability to protect people,
assets, and operations during unexpected events.
Strengthened compliance with NIS2 and improved
coordination and communication in crisis situations.
Key action: Updated Code of Conduct
In 2025, Vend reviewed and revised its CoC to align with the
company’s current business model, risk profile and values following
the establishment of Vend as an independent organisation. The
updated CoC sets clear expectations for ethical behaviour,
responsible business practices and compliance across all our
operations, including our value chain, reflecting our commitment to
integrity and transparency. To ensure broad awareness and
implementation, the CoC was communicated to all employees,
including through a CEO announcement at the All Hands meeting in
November 2025. A digital CoC training module was launched in the
beginning of 2026. During 2026, we aim to further strengthen
understanding and embed the principles in day-to-day decisions
after which this key action is considered completed. This action
supports Vend’s commitment to responsible business conduct by
reinforcing the foundation for ethical behaviour and compliance
awareness across the organisation. By improving clarity and
accessibility, it helps reduce risks related to misconduct,
miscommunication and non-compliance, thereby supporting a
consistent integrity culture throughout Vend’s operations and
towards external stakeholders. The action contributes to the
achievement of our governance target, described in section G1 –
Target related to business conduct.
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Key action: Strengthened AI governance
In 2025, Vend strengthened its AI governance framework to ensure
alignment with emerging EU regulatory requirements, including the
forthcoming EU AI Act, and to mitigate risks of non-compliance. The
action focused on clarifying accountability, defining internal
ownership, and mapping areas of AI use across the organisation,
including within product development and data-driven services. As
part of this work, we initiated cross-functional collaboration between
legal, product and technology teams to identify AI use cases, assess
related risks, and establish guiding principles for responsible AI
development and deployment. Awareness activities and scenario
reviews were carried out to increase understanding of regulatory
expectations and ethical implications. This key action supports
Vend’s governance and compliance objectives by improving
oversight, transparency and preparedness for upcoming regulatory
changes. This key action thereby also contributes to our CoC as it
connects to the objective of using technology responsibly and
ensuring fairness, accountability, sustainability and transparency in
AI and data-driven services. By defining internal roles, processes and
controls, Vend strengthens its ability to manage technological and
regulatory risks and to maintain trust among users, regulators and
other stakeholders. The scope of this key action encompasses our
own operations, and the time horizon for completion is the beginning
of 2026.
Key action: Established Crisis Management Framework
In 2025, Vend established a Crisis Management Framework to
strengthen organisational resilience and ensure compliance with the
EU NIS2 Directive. The framework defines clear roles and
responsibilities across Global, Country and Tech crisis organisations,
supported by procedures for communication, decision-making and
recovery. Implementation included training, e-learning and tabletop
exercises to build capability, and crisis teams have access to
business continuity and crisis plans that are regularly tested and
updated after exercises or incidents. This key action strengthens our
preparedness, transparency and compliance capabilities, directly
addressing material governance risks and reducing the likelihood of
reputational or regulatory harm. This key action thereby also
contributes to our CoC as it connects to the objective of protecting
information and ensuring preparedness, rapid response and recovery
in line with NIS2 and Vend’s Security Policy. The framework will
continue to evolve in line with new risks and regulatory
developments. The scope of this key action encompasses our own
operations, and the time horizon for completion was during 2025,
with continuous updates, training and exercises planned annually.
G1 – Target related to business conduct
In 2025, Vend decided on new targets for sustainability covering E
(environment), S (social sustainability) and G (governance). For
governance, our target is focused on ensuring that all employees at
Vend and at our core companies are aware of and have completed
their CoC training.
G1 - Table 4: Target related to business conduct
Target - Business conduct
Related IROs
100% of employees complete
Vend’s CoC training by the end
of 2026
Risk: Lack of business integrity and
responsible conduct, internally and
among business partners, may harm
trust, reputation and compliance
The scope of this target covers all employees at Vend and at our
subsidiaries. The target was set during 2025 and will be implemented
and measured in 2026, using 2024 as a baseline when no Group-wide
CoC target was in place. The target is absolute and will be measured
yearly using a metric focusing on the percentage of employees that
completes the CoC training each year. The target is first applicable
for 2026 and will thereafter be updated.
While the target setting itself did not require extensive stakeholder
involvement, it was developed as part of the rollout of Vend’s
updated CoC, a process that included significant internal
engagement. Following the carve-out of the media business and the
establishment of Vend as an independent company, a new CoC was
created to replace the previous version. The target was established
through a structured process involving the People &
Communications and Legal functions, based on accessibility of
learning systems. It assumes that all employees have access to
Vend’s Learning Lab and that completion is logged digitally to
ensure reliable data collection. As the target only becomes
applicable from 2026, no performance data is available for the three-
month period following its approval in 2025. However, once tracking
begins, the target will be measured as follows: Tracking will start in
2026, with the People function responsible for monitoring progress
through data from the Learning Lab platform, while the overall
oversight of the CoC is governed by the Group Compliance Officer.
Results will be reviewed quarterly and reported annually to the ELT,
and corrective actions will be taken if implementation deviates from
plan.
G1-2 – Management of relationships with suppliers
Management of relationships with suppliers and procurement
process
Vend manages supplier relationships through both centralised
procurement processes for major vendors (e.g., cloud services and
common systems) and decentralised processes for smaller or local,
less critical, vendors. Centralised procurement is overseen by the
vendor management team, which follows up on issues related to
service performance, data protection and cybersecurity. As a digital
business, Vend’s main supply-chain risks relate to the use and
stability of data centres and technology providers. This is a key
priority in our cybersecurity programme and is handled in close
collaboration with supply chain partners.
Sustainability risks, such as human or labour-rights concerns or
privacy issues, are addressed through procurement guidelines
aligned with the Norwegian Transparency Act. These guidelines
establish a structured, risk-based approach to supplier assessment
and monitoring, ensuring that higher-risk suppliers receive
enhanced follow-up. A Group-wide procurement framework was
introduced in 2024 and refined in 2025 to further strengthen this
approach.
Social and environmental criteria for the selection of suppliers
Vend’s expectations for suppliers are defined in our CoC and
confirmed through the Business Partner CoC, which functions as a
contractual commitment. These requirements are based on
international standards covering human and labour rights,
environmental protection, anti-corruption, sanctions and export
control.
Social criteria include respect for human rights, non-discrimination, a
safe and healthy work environment and access to grievance
channels. Environmental criteria include responsible resource use,
pollution prevention and promotion of environmentally sound
practices. Compliance with these standards is monitored by the
Procurement and Legal functions. These social and environmental
criteria are taken into account when selecting suppliers, who are
expected to conduct their business in accordance with Vend’s CoC
principles.
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Policy to prevent late payments to SMEs
Vend does not have a stand-alone policy specifically addressing late
payments to SMEs. This is because our existing procurement
guidelines, contractual requirements and internal payment routines
have been assessed as sufficient to ensure timely payments and to
prevent adverse impacts on SMEs and other business partners. At
present, Vend does not plan to introduce a separate policy, as no
gaps have been identified in the current processes. Should future
assessments indicate a need for a dedicated policy, Vend will
consider developing one.
Incorporation by reference: Section IRO-2 –
Disclosure requirements in ESRS covered by our
sustainability statement is reported in full at the end
of G1 – Business conduct, using incorporation by
reference.
The following table lists all of the ESRS disclosure requirements
compiled in preparing the sustainability statement, following the
outcome of the materiality assessment. The content of this
sustainability statement has been deemed material following the
guidance of ESRS 1, 3.2 Material matters and materiality of
information. For more information on how we have determined what
information is material in relation to IROs, see section IRO-1 –
Description of the processes to identify and assess material impacts,
risks and opportunities.
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ESRS 2 – Table 1: ESRS content index
List of material disclosure requirements (ESRS content index)
Section/Disclosure requirement
Paragraph
Note
1. General information
ESRS 2 – General disclosures
BP-1 – General basis for preparation of the sustainability
statement
BP-1 – General basis for preparation of the sustainability
statement
BP-2 – Disclosures in relation to specific circumstances
BP-2 – Disclosures in relation to specific circumstances
GOV-1 – The role of the administrative, management and
supervisory bodies
GOV-1 – The role of the administrative, management and
supervisory bodies
GOV-2 – Information provided to and sustainability
matters addressed by our administrative, management
and supervisory bodies
GOV-2 – Information provided to and sustainability
matters addressed by our administrative, management and
supervisory bodies
GOV-3 – Integration of sustainability-related
performance in incentive schemes
GOV-3 – Integration of sustainability-related performance
in incentive schemes
GOV-4 – Statement on due diligence
GOV-4 – Statement on due diligence
GOV-5 – Risk management and internal controls over
sustainability reporting
GOV-5 – Risk management and internal controls over
sustainability reporting
SBM-1 – Strategy, business model and value chain
SBM-1 – Strategy, business model and value chain
SBM-2 – Interests and views of stakeholders
SBM-2 – Interests and views of stakeholders
SBM-3 – Material impacts, risks and opportunities and
their interaction with strategy and business model
SBM-3 – Material impacts, risks and opportunities and their
interaction with strategy and business model
IRO-1 – Description of the processes to identify and
assess material impacts, risks and opportunities
IRO-1 – Description of the processes to identify and assess
material impacts, risks and opportunities
IRO-2 – Disclosure requirements in ESRS covered by our
sustainability statement
IRO-2 – Disclosure requirements in ESRS covered by our
sustainability statement
2. Environmental information
Disclosures pursuant to Article 8 of Regulation 2020/852
(Taxonomy Regulation)
2.1. Disclosures pursuant to Article 8 of Regulation
2020/852 (Taxonomy Regulation)
ESRS E1 – Climate change
E1-1 – Transition plan for climate change mitigation
E1-1 – Transition plan for climate change mitigation
E1-2 – Policies related to climate change mitigation
E1-2 – Policies related to climate change mitigation
E1-3 – Actions and resources in relation to climate
change policies
E1-3 – Actions and resources in relation to climate change
policies
E1-4 – Target related to climate change mitigation
E1-4 – Target related to climate change mitigation
E1-5 – Energy consumption and mix
E1-5 – Energy consumption and mix
E1-6 – Gross Scopes 1, 2, 3 and total GHG emissions
E1-6 – Gross Scopes 1, 2, 3 and total GHG emissions
3. Social information
ESRS S1 – Our employees
S1-1 – Policies related to our employees
S1-1 – Policies related to our employees
S1-2 – Processes for engaging with our employees and
employees’ representatives about impacts
S1-2 – Processes for engaging with our employees and
employees’ representatives about impacts
S1-3 – Processes to remediate negative impacts and
channels for our employees to raise concerns
S1-3 – Processes to remediate negative impacts and
channels for our employees to raise concerns
S1-4 – Actions related to our employees
S1-4 – Actions related to our employees
S1-5 – Target related to our employees
S1-5 – Target related to our employees
S1-6 – Characteristics of our employees
S1-6 – Characteristics of our employees
S1-9 – Diversity metrics
S1-9 – Diversity metrics
S1-13 – Training and skills development metrics
-
S1-13 omitted due to phase-in criteria.
S1-14 – Health and safety metrics
S1-14 is partly omitted due to phase-
in criteria.
S1-16 – Remuneration metrics (pay gap and total
remuneration)
S1-16 – Remuneration metrics (pay gap and total
remuneration)
S1-17 – Incidents, complaints and severe human
rights impacts
S1-17 – Incidents, complaints and severe human
rights impacts
ESRS S2 – Workers in the value chain
S2-1 – Policies related to value chain workers
Omitted due to applying phase-in
criteria
S2-2 – Processes for engaging with value chain workers
about impacts
Omitted due to applying phase-in
criteria
S2-3 – Processes to remediate negative impacts and
channels for value chain workers to raise concerns
Omitted due to applying phase-in
criteria
S2-4 – Taking action on material impacts on value chain
workers, and approaches to managing material risks and
opp.
Omitted due to applying phase-in
criteria
S2-5 – Targets related to managing material negative
impacts, advancing positive impacts, and managing
material risks and opportunities
Omitted due to applying phase-in
criteria
ESRS S4 Consumers and end-users
S4-1 – Policies related to consumers and end-users
Omitted due to applying phase-in
criteria
S4-2 – Processes for engaging with consumers and end
Omitted due to applying phase-in
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List of material disclosure requirements (ESRS content index)
Section/Disclosure requirement
Paragraph
Note
users about impacts
criteria
S4-3 – Processes to remediate negative impacts and
channels for consumers and end-users to raise concerns
Omitted due to applying phase-in
criteria
S4-4 – Taking action on material impacts on consumers
and end- users, and approaches to managing material
risks and opp.
Omitted due to applying phase-in
criteria
S4-5 – Targets related to managing material negative
impacts, advancing positive impacts, and managing
material risks and opportunities
Omitted due to applying phase-in
criteria
4. Governance information
ESRS G1 – Business conduct
G1-1 – Business conduct policies and corporate culture
G1-1 – Business conduct policies and corporate culture
G1-2 – Management of relationships with suppliers
G1-2 – Management of relationships with suppliers
Below is a list of data points in cross-cutting and topical standards that derive from other EU legislation.
ESRS 2 – Table 2: Cross-cutting data points derived from other EU legislation
Disclosure
requirements and
related datapoint
SFDR
reference
Pillar 3
reference
Benchmark
Regulation
reference
EU
Climate Law
reference
Location in
sustainability
statement
ESRS 2 GOV-1 Board's
gender diversity
paragraph 21 (d)
Indicator number 13 of
Table #1 of Annex 1
Commission Delegated
Regulation (EU)
2020/1816, Annex II
ESRS 2 GOV-1
Percentage of board
members who are
independent paragraph
21 (e)
Delegated Regulation
(EU) 2020/1816, Annex
II
ESRS 2 GOV-4
Statement on
due diligence
paragraph 30
Indicator number 10
Table #3 of Annex 1
ESRS 2 SBM-1
Involvement in
activities related to
fossil fuel
activities paragraph 40
(d) i
Indicators number 4
Table #1 of Annex 1
Article 449a Regulation
(EU) No 575/2013;
Commission
Implementing
Regulation (EU)
2022/245328 Table 1:
Qualitative information
on Environmental risk
and Table 2: Qualitative
information on Social
risk
Delegated Regulation
(EU) 2020/1816, Annex
II
ESRS 2 SBM-1
Involvement in
activities related to
chemical production
paragraph 40 (d) ii
Indicator number 9
Table #2 of Annex 1
Delegated Regulation
(EU) 2020/1816, Annex
II
n/a
ESRS 2 SBM-1
Involvement
in activities related
to controversial
weapons paragraph 40
(d) iii
Indicator number 14
Table #1 of Annex 1
Delegated Regulation
(EU) 2020/1818, Article
12(1) Delegated
Regulation (EU)
2020/1816, Annex II
n/a
ESRS 2 SBM-1
Involvement in
activities related to
cultivation and
production of tobacco
paragraph 40 (d) iv
Delegated Regulation
(EU) 2020/1818, Article
12(1) Delegated
Regulation (EU)
2020/1816, Annex II
n/a
Regulation (EU)
2021/1119, Article 2(1)
ESRS E1-1 Undertakings
excluded
from Paris-aligned
Benchmarks paragraph
16 (g)
Article 449a Regulation
(EU) No 575/2013;
Commission
Implementing
Regulation (EU)
2022/2453 Template
1: Banking book-
Climate Change
transition risk: Credit
Delegated Regulation
(EU) 2020/1818, Article
12.1 (d) to (g), and
Article 12.2
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59
Disclosure
requirements and
related datapoint
SFDR
reference
Pillar 3
reference
Benchmark
Regulation
reference
EU
Climate Law
reference
Location in
sustainability
statement
quality of exposures by
sector, emissions and
residual maturity
ESRS E1-4 GHG
emission reduction
targets paragraph 34
Indicator number 4
Table #2 of Annex 1
Article 449a Regulation
(EU) No 575/2013;
Commission
Implementing
Regulation (EU)
2022/2453 Template 3:
Banking book – Climate
change transition risk:
alignment metrics
Delegated Regulation
(EU) 2020/1818, Article
6
ESRS E1-5 Energy
consumption from
fossil sources
disaggregated by
sources (only high
climate impact sectors)
paragraph 38
Indicator number 5
Table #1 and Indicator
n. 5 Table #2 of Annex 1
ESRS E1-5 Energy
consumption and mix
paragraph 37
Indicator number 5
Table #1 of Annex 1
ESRS E1-5 Energy
intensity associated
with activities in high
climate impact sectors
paragraphs 40 to 43
Indicator number 6
Table #1 of Annex 1
ESRS E1-6 Gross Scope
1, 2, 3 and Total GHG
emissions paragraph
44
Indicators number 1
and 2 Table #1 of
Annex 1
Article 449a;
Regulation (EU) No
575/2013; Commission
Implementing
Regulation (EU)
2022/2453 Template 1:
Banking book – Climate
change transition risk:
Credit quality of
exposures by sector,
emissions and residual
maturity
Delegated Regulation
(EU) 2020/1818, Article
5(1), 6 and 8(1)
ESRS E1-6 Gross GHG
emissions intensity
paragraphs 53 to 55
Indicators number 3
Table #1 of Annex 1
Article 449a Regulation
(EU) No 575/2013;
Commission
Implementing
Regulation (EU)
2022/2453 Template 3:
Banking book – Climate
change transition risk:
alignment metrics
Delegated Regulation
(EU) 2020/1818, Article
8(1)
ESRS E1-7 GHG
removals and carbon
credits paragraph 56
Regulation (EU)
2021/1119, Article 2(1)
n/a
ESRS E1-9 Exposure of
the benchmark
portfolio to climate-
related physical risks
paragraph 66
Delegated Regulation
(EU) 2020/1818, Annex
II Delegated Regulation
(EU) 2020/1816, Annex
II
n/a
ESRS E1-9
Disaggregation of
monetary amounts by
acute and chronic
physical risk paragraph
66 (a)
ESRS E1-9 Location of
significant assets at
material physical risk
paragraph 66 (c).
Article 449a
Regulation (EU) No
575/2013; Commission
Implementing
Regulation (EU)
2022/2453 paragraphs
46 and 47; Template 5:
Banking book - Climate
change physical risk:
Exposures subject to
physical risk.
n/a
ESRS E1-9 Breakdown
of the carrying value of
its real estate assets by
energy-efficiency
classes paragraph 67
Article 449a Regulation
(EU) No 575/2013;
Commission
Implementing
Regulation (EU)
n/a
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60
Disclosure
requirements and
related datapoint
SFDR
reference
Pillar 3
reference
Benchmark
Regulation
reference
EU
Climate Law
reference
Location in
sustainability
statement
(c).
2022/2453 paragraph
34;Template 2:Banking
book -Climate change
transition risk: Loans
collateralised by
immovable property -
Energy efficiency of
the collateral
ESRS E1-9 Degree of
exposure of the
portfolio to climate-
related opportunities
paragraph 69
Delegated Regulation
(EU) 2020/1818, Annex
II
n/a
ESRS E2-4 Amount of
each pollutant listed in
Annex II of the E-PRTR
Regulation (European
Pollutant Release and
Transfer Register)
emitted to air, water
and soil, paragraph 28
Indicator number 8
Table #1 of Annex 1
Indicator number 2
Table #2 of Annex 1
Indicator number 1
Table #2 of Annex 1
Indicator number 3
Table #2 of Annex 1
n/a
ESRS E3-1 Water and
marine resources
paragraph 9
Indicator number 7
Table #2 of Annex 1
n/a
ESRS E3-1 Dedicated
policy paragraph 13
Indicator number 8
Table 2 of Annex 1
n/a
ESRS E3-1 Sustainable
oceans and seas
paragraph 14
Indicator number 12
Table #2 of Annex 1
n/a
ESRS E3-4 Total water
recycled and reused
paragraph 28 (c)
Indicator number 6.2
Table #2 of Annex 1
n/a
ESRS E3-4 Total water
consumption in m3 per
net revenue on own
operations paragraph
29
Indicator number 6.1
Table #2 of Annex 1
n/a
ESRS 2- IRO 1 - E4
paragraph 16 (a) i
Indicator number 7
Table #1 of Annex 1
n/a
ESRS 2- IRO 1 - E4
paragraph 16 (b)
Indicator number 10
Table #2 of Annex 1
n/a
ESRS 2- IRO 1 - E4
paragraph 16 (c)
Indicator number 14
Table #2 of Annex 1
n/a
ESRS E4-2 Sustainable
land / agriculture
practices or policies
paragraph 24 (b)
Indicator number 11
Table #2 of Annex 1
n/a
ESRS E4-2 Sustainable
oceans / seas practices
or policies paragraph
24 (c)
Indicator number 12
Table #2 of Annex 1
n/a
ESRS E4-2 Policies to
address deforestation
paragraph 24 (d)
Indicator number 15
Table #2 of Annex 1
n/a
ESRS E5-5 Non-
recycled waste
paragraph 37 (d)
Indicator number 13
Table #2 of Annex 1
n/a
ESRS E5-5 Hazardous
waste and radioactive
waste paragraph 39
Indicator number 9
Table #1 of Annex 1
n/a
ESRS 2- SBM3 - S1 Risk
of incidents of forced
labour paragraph 14 (f)
Indicator number 13
Table #3 of Annex I
ESRS 2- SBM3 - S1 Risk
of incidents of child
labour paragraph 14 (g)
Indicator number 12
Table #3 of Annex I
ESRS S1-1 Human rights
policy commitments
paragraph 20
Indicator number 9
Table #3 and Indicator
number 11 Table #1 of
Annex I
ESRS S1-1 Due diligence
policies on issues
Delegated Regulation
(EU) 2020/1816, Annex
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61
Disclosure
requirements and
related datapoint
SFDR
reference
Pillar 3
reference
Benchmark
Regulation
reference
EU
Climate Law
reference
Location in
sustainability
statement
addressed by the
fundamental
International Labor
Organisation
Conventions 1 to 8,
paragraph 21
II
ESRS S1-1 processes
and measures for
preventing trafficking
in human beings
paragraph 22
Indicator number 11
Table #3 of Annex I
ESRS S1-1 workplace
accident prevention
policy or management
system paragraph 23
Indicator number 1
Table #3 of Annex I
ESRS S1-3
grievance/complaints
handling mechanisms
paragraph 32 (c)
Indicator number 5
Table #3 of Annex I
ESRS S1-14 Number of
fatalities and number
and rate of work-
related accidents
paragraph 88 (b) and (c)
Indicator number 2
Table #3 of Annex I
Delegated Regulation
(EU) 2020/1816, Annex
II
ESRS S1-14 Number of
days lost to injuries,
accidents, fatalities or
illness paragraph 88 (e)
Indicator number 3
Table #3 of Annex I
n/a
ESRS S1-16 Unadjusted
gender pay gap
paragraph 97 (a)
Indicator number 12
Table #1 of Annex I
Delegated Regulation
(EU) 2020/1816, Annex
II
ESRS S1-16 Excessive
CEO pay ratio
paragraph 97 (b)
Indicator number 8
Table #3 of Annex I
ESRS S1-17 Incidents of
discrimination
paragraph 103 (a)
Indicator number 7
Table #3 of Annex I
ESRS S1-17 Non-
respect of UNGPs on
Business and Human
Rights and OECD
paragraph 104 (a)
Indicator number 10
Table #1 and Indicator
n. 14 Table #3 of Annex
I
Delegated Regulation
(EU) 2020/1816, Annex
II Delegated Regulation
(EU) 2020/1818 Art 12
(1)
ESRS 2- SBM3 – S2
Significant risk of child
labour or forced labour
in the value chain
paragraph 11 (b)
Indicators number 12
and n. 13 Table #3 of
Annex I
n/a
ESRS S2-1 Human rights
policy commitments
paragraph 17
Indicator number 9
Table #3 and Indicator
n. 11 Table #1 of
Annex 1
n/a
ESRS S2-1 Policies
related to value chain
workers paragraph 18
Indicator number 11
and n. 4 Table #3 of
Annex 1
n/a
ESRS S2-1 Non-respect
of UNGPs on Business
and Human Rights
principles and OECD
guidelines paragraph
19
Indicator number 10
Table #1 of Annex 1
Delegated Regulation
(EU) 2020/1816, Annex
II Delegated Regulation
(EU) 2020/1818, Art 12
(1)
n/a
ESRS S2-1 Due diligence
policies on issues
addressed by the
fundamental
International Labor
Organisation
Conventions 1 to 8,
paragraph 19
Delegated Regulation
(EU) 2020/1816, Annex
II
n/a
ESRS S2-4 Human
rights issues and
incidents connected to
its upstream and
Indicator number 14
Table #3 of Annex 1
n/a
VEND ANNUAL REPORT 2025
BOARD OF DIRECTORS' REPORT
62
Disclosure
requirements and
related datapoint
SFDR
reference
Pillar 3
reference
Benchmark
Regulation
reference
EU
Climate Law
reference
Location in
sustainability
statement
downstream value
chain paragraph 36
ESRS S3-1 Human rights
policy commitments
paragraph 16
Indicator number 9
Table #3 of Annex 1
and Indicator number 11
Table #1 of Annex 1
n/a
ESRS S3-1 non-respect
of UNGPs on Business
and Human Rights, ILO
principles or and OECD
guidelines paragraph
17
Indicator number 10
Table #1 Annex 1
Delegated Regulation
(EU) 2020/1816, Annex
II Delegated Regulation
(EU) 2020/1818, Art 12
(1)
n/a
ESRS S3-4 Human
rights issues and
incidents paragraph 36
Indicator number 14
Table #3 of Annex 1
n/a
ESRS S4-1 Policies
related to consumers
and end-users
paragraph 16
Indicator number 9
Table #3 and Indicator
number 11 Table #1 of
Annex 1
n/a
ESRS S4-1 Non-respect
of UNGPs on Business
and Human Rights and
OECD guidelines
paragraph 17
Indicator number 10
Table #1 of Annex 1
Delegated Regulation
(EU) 2020/1816, Annex
II Delegated Regulation
(EU) 2020/1818, Art 12
(1)
n/a
ESRS S4-4 Human
rights issues and
incidents paragraph 35
Indicator number 14
Table #3 of Annex 1
n/a
ESRS G1-1 United
Nations Convention
against Corruption
paragraph 10 (b)
Indicator number 15
Table #3 of Annex 1
ESRS G1-1 Protection of
whistle-blowers
paragraph 10 (d)
Indicator number 6
Table #3 of Annex 1
ESRS G1-4 Fines for
violation of anti-
corruption and anti-
bribery laws paragraph
24 (a)
Indicator number 17
Table #3 of Annex 1
Delegated Regulation
(EU) 2020/1816, Annex
II)
n/a
ESRS G1-4 Standards of
anti-corruption and
anti- bribery paragraph
24 (b)
Indicator number 16
Table #3 of Annex 1
n/a
Oslo, 24 March 2026
Vend Marketplaces ASA’s Board of Directors
/s/ Karl-Christian Agerup
Board Chair
/s/ Rune Bjerke
Deputy Board Chair
/s/ Natalia Gennadievna
Zharinova
Board member
/s/ Dr. Ulrike Handel
Board member
/s/ Rolv Erik Ryssdal
Board member
/s/ Satu Kiiskinen
Board member
/s/ Henning Spjelkavik
Board member
/s/ Yevgeniya Nättilä
Board member
/s/ Kamilla Wehrmann
Board member
/s/ Philippe Vimard
Board member
/s/ Christian Printzell Halvorsen
CEO
VEND ANNUAL REPORT 2025
FINANCIAL STATEMENTS / GROUP
63
Financial statements for the Group
Consolidated income statement
2024 (re- | |||
(NOK million) | Note | 2025 | presented) |
Operating revenues | 6, 7 | ||
Costs of goods and services sold | - | - | |
Personnel expenses | 8 | - | - |
Marketing expenses | - | - | |
Other operating expenses | 11 | - | - |
Gross operating profit (loss) | 6 | ||
Depreciation and amortisation | 17, 18, 19 | - | - |
Impairment loss | 16, 17, 18 | - | - |
Other income | 12 | ||
Other expenses | 12 | - | - |
Operating profit (loss) | - | ||
Share of profit (loss) of joint ventures and associates | 5 | - | - |
Impairment loss on joint ventures and associates (recognised or reversed) | 5 | - | - |
Gains (losses) on disposal of joint ventures and associates | 5 | - | |
Financial income | 13 | ||
Financial expenses | 13 | - | - |
Profit (loss) before taxes | - | ||
Income taxes | 14 | - | - |
Profit (loss) from continuing operations | - | ||
Profit (loss) from discontinued operations | 4, 33 | ||
Profit (loss) | - | ||
Profit (loss) attributable to: | |||
Non-controlling interests | 29 | - | |
Owners of the parent | - | ||
Earnings per share in NOK: | |||
Basic | 15 | - | |
Diluted | 15 | - | |
Earnings per share from continuing operations in NOK: | |||
Basic | 15 | - | |
Diluted | 15 | - |
VEND ANNUAL REPORT 2025
FINANCIAL STATEMENTS / GROUP
64
Consolidated statement of comprehensive income
(NOK million) | Note | 2025 | 2024 |
Profit (loss) | - | ||
Items that will not be reclassified to profit or loss: | |||
Remeasurements of defined benefit pension liabilities | 10 | ||
Change in fair value of equity instruments | - | - | |
Share of other comprehensive income of joint ventures and associates | 5 | - | |
Income tax related to items that will not be reclassified | 14 | - | - |
Items that may be reclassified to profit or loss: | |||
Foreign exchange differences | |||
Accumulated exchange differences reclassified to profit or loss on disposal of foreign | - | - | |
operation | |||
Cash flow hedges and hedges of net investments in foreign operations | - | ||
Share of other comprehensive income of joint ventures and associates | - | ||
Income tax relating to items that may be reclassified | 14 | - | |
Other comprehensive income | - | ||
Total comprehensive income | - | ||
Total comprehensive income attributable to: | |||
Non-controlling interests | - | ||
Owners of the parent | - |
VEND ANNUAL REPORT 2025
FINANCIAL STATEMENTS / GROUP
65
Consolidated statement of financial position
(NOK million) | Note | 2025 | 2024 |
ASSETS | |||
Intangible assets | 16, 17 | ||
Property, plant and equipment | 18 | ||
Right-of-use assets | 19 | ||
Investments in joint ventures and associates | 5 | ||
Deferred tax assets | 14 | ||
Equity instruments | 22, 27 | ||
Other non-current assets | 20 | ||
Non-current assets | |||
Contract assets | 7 | ||
Trade receivables and other current assets | 20, 27 | ||
Cash and cash equivalents | 27 | ||
Assets held for sale | 33 | ||
Current assets | |||
Total assets | |||
EQUITY AND LIABILITIES | |||
Paid-in equity | |||
Other equity | |||
Equity attributable to owners of the parent | 28 | ||
Non-controlling interests | 29 | ||
Equity | |||
Deferred tax liabilities | 14 | ||
Pension liabilities | 10 | ||
Non-current interest-bearing loans and borrowings | 26, 27 | ||
Non-current lease liabilities | 19 | ||
Other non-current liabilities | 24 | ||
Non-current liabilities | |||
Current interest-bearing loans and borrowings | 26, 27 | ||
Income tax payable | |||
Current lease liabilities | 19 | ||
Contract liabilities | 7 | ||
Other current liabilities | 24 | ||
Liabilities held for sale | 33 | ||
Current liabilities | |||
Total equity and liabilities |
Oslo, 24 March 2026
Vend Marketplaces ASA’s Board of Directors
/s/ Karl-Christian Agerup
Board Chair
/s/ Rune Bjerke
Deputy Board Chair
/s/ Natalia Gennadievna
Zharinova
Board member
/s/ Dr. Ulrike Handel
Board member
/s/ Rolv Erik Ryssdal
Board member
/s/ Satu Kiiskinen
Board member
/s/ Henning Spjelkavik
Board member
/s/ Yevgeniya Nättilä
Board member
/s/ Kamilla Wehrmann
Board member
/s/ Philippe Vimard
Board member
/s/ Christian Printzell Halvorsen
CEO
VEND ANNUAL REPORT 2025
FINANCIAL STATEMENTS / GROUP
66
Consolidated statement of cash flows
2024 (re- | |||
(NOK million) | Note | 2025 | presented) |
CASH FLOW FROM OPERATING ACTIVITIES | |||
Profit (loss) before taxes from continuing operations | - | ||
Profit (loss) before taxes from discontinued operations | |||
Depreciation, amortisation and impairment losses (recognised or reversed) | 5, 17, 18, 19 | ||
Net interest expense (income) | |||
Net effect pension liabilities | - | - | |
Share of loss (profit) of joint ventures and associates | 5 | ||
Interest received | |||
Interest paid | - | - | |
Taxes paid | - | - | |
Non-operating gains and losses | - | ||
Change in working capital and provisions | - | ||
Net cash flow from operating activities | |||
- of which from continuing operations | |||
- of which from discontinued operations | |||
CASH FLOW FROM INVESTING ACTIVITIES | |||
Development and purchase of intangible assets and property, plant | 17, 18 | - | - |
and equipment | |||
Acquisition of subsidiaries, net of cash acquired | 30 | - | - |
Investment in other shares | - | - | |
Proceeds from sale of intangible assets and property, plant and equipment | |||
Proceeds from sale of subsidiaries, net of cash sold | 30 | ||
Sale of other shares | |||
Cash outflows from other investments | - | - | |
Cash inflows from other investments | |||
Proceeds from capital repayment | 30 | ||
Net cash flow from investing activities | |||
- of which from continuing operations | - | ||
- of which from discontinued operations | |||
CASH FLOW FROM FINANCING ACTIVITIES | |||
New interest-bearing loans and borrowings | |||
Repayment of interest-bearing loans and borrowings | - | - | |
Payment of principal portion of lease liabilities | 30 | - | - |
Increase in ownership interests in subsidiaries | 30 | - | - |
Capital increase | |||
Net sale (purchase) of treasury shares | 28 | - | - |
Dividends paid to owners of the parent | - | - | |
Dividends paid to non-controlling interests | 29 | - | |
Net cash flow from financing activities | - | - | |
- of which from continuing operations | - | - | |
- of which from discontinued operations | - | - | |
Effects of exchange rate changes on cash and cash equivalents | |||
Net increase (decrease) in cash and cash equivalents | - | ||
Cash and cash equivalents as at 1 January | |||
Cash and cash equivalents as at 31 December | |||
- of which cash and cash equivalents excluding assets held for sale | |||
- of which cash and cash equivalents in assets held for sale |
VEND ANNUAL REPORT 2025
FINANCIAL STATEMENTS / GROUP
67
Consolidated statement of changes in equity
Attributable to owners of the parent | |||||||||
Foreign | |||||||||
Other | currency | Hedging | Share- | Non- | |||||
Share | paid-in | Retained | transl. | reserves | holders' | controlling | |||
(NOK million) | Note | capital | equity | earnings | reserve | (Note 28) | equity | interests | Total |
As at 31 December 2023 | - | ||||||||
Profit (loss) for the period (restated) | |||||||||
Other comprehensive income (restated) | - | - | - | - | |||||
Total comprehensive income (restated) | - | ||||||||
Share-based payment | - | ||||||||
Dividends paid to owners of the parent | - | - | - | ||||||
Change in treasury shares | 28 | - | - | - | - | ||||
Business combinations | 4 | ||||||||
Loss of control of subsidiaries | 4 | - | - | ||||||
Changes in ownership of subsidiaries that do not result in a loss of control | 4 | - | - | - | - | ||||
Initial recognition and change in fair value of financial liabilities for obligations to acquire | 4, 23 | - | - | - | |||||
non-controlling interests (restated) | |||||||||
Share of transactions with the owners of joint | 5 | ||||||||
ventures and associates | |||||||||
Total transactions with the owners | - | - | - | - | |||||
As at 31 December 2024 | - | ||||||||
Profit (loss) for the period | - | - | - | - | |||||
Other comprehensive income | - | - | |||||||
Total comprehensive income | - | - | - | - | |||||
Capital increase | 28 | ||||||||
Share-based payment | - | - | - | - | |||||
Dividends paid to owners of the parent | 28 | - | - | - | |||||
Change in treasury shares | 28 | - | - | - | - | ||||
Initial recognition and change in fair value of financial liabilities for obligations to acquire | 4, 23 | - | - | - | |||||
non-controlling interests | |||||||||
Total transactions with the owners | - | - | - | - | - | ||||
As at 31 December 2025 | - |
Share capital reflects shares outstanding. See Note 28 Equity for shares issued and treasury shares.
VEND ANNUAL REPORT 2025
NOTES
68
Notes to the consolidated financial statements
General information
Note 1 - General information
Note 2 - Basis for preparing the financial statements
Note 3 - Significant accounting judgements and major sources of estimation uncertainty
Group structure
Note 4 - Changes in the composition of the Group
Note 5 - Investments in joint ventures and associates
Information on income statement items
Note 6 - Operating segments
Note 7 - Revenue recognition
Note 8 - Personnel expenses and remuneration
Note 9 - Share-based payment
Note 10 - Pension plans
Note 11 - Other operating expenses
Note 12 - Other income and other expenses
Note 13 - Financial income and financial expenses
Note 14 - Income taxes
Note 15 - Earnings per share
Information on statement of financial position items
Note 16 - Impairment assessments
Note 17 - Intangible assets
Note 18 - Property, plant and equipment
Note 19 - Leases
Note 20 - Trade receivables and other non-current and current assets
Note 21 - Trade receivables and contract assets
Note 22 - Equity instruments
Note 23 - Financial liabilities related to business combinations and increases in ownership interests
Note 24 - Other non-current and current liabilities
Capital management
Note 25 - Financial risk management
Note 26 - Interest-bearing loans and borrowings
Note 27 - Financial instruments by category
Other information
Note 28 - Equity
Note 29 - Non-controlling interests
Note 30 - Supplemental information to the consolidated statement of cash flows
Note 31 - Transactions with related parties
Note 32 - Auditors' remuneration
Note 33 - Assets held for sale and discontinued operations
VEND ANNUAL REPORT 2025
NOTES
69
Note 1 - General information
offices are located at Grensen 5-7, Oslo, Norway . The Group was
on the Oslo Børs. Vend Marketplaces ASA is a family of digital
Estate, Jobs and Recommerce. The operating segments are further
described in segment information in Note 6 Operating segments.
The consolidated financial statements including notes for Vend
Marketplaces ASA for the year 2025 were approved by the Board of
Directors on 24 March 2026 and will be proposed to the Annual
General Meeting on 30 April 2026.
Note 2 - Basis for preparing the
consolidated financial statements
VEND ANNUAL REPORT 2025
NOTES
70
Note 3 - Significant accounting
judgements and major sources of
estimation uncertainty
The management has made use of estimates and assumptions in
preparing the consolidated financial statements. The most
important areas where estimates and judgements are having an
impact are listed below. Detailed information of these estimates and
judgements are disclosed in the relevant notes.
Major sources of estimation uncertainty:
• Unlisted equity instruments measured at fair value (Note 22
Equity instruments)
• Calculation of value in use in testing for impairment (Note 16
Impairment assessments)
• Fair value of contingent consideration and liabilities for
obligations to acquire non-controlling interests (Note 23
Financial liabilities related to business combinations and
increases in ownership interests)
Significant accounting judgements:
• Recognition of contracted listing fees and premium products
according to normal pattern of views (Note 7 Revenue
recognition)
• Identification of cash generation units (Note 16 Impairment
assessments)
• Capitalisation of development costs (Note 17 Intangible assets)
• Determination of lease term (Note 19 Leases)
VEND ANNUAL REPORT 2025
NOTES
71
2025 | 2024 | |
Consideration: | ||
Cash | - | 134 |
Deferred consideration | - | 124 |
Fair value of previously held equity interest | - | 8 |
Total | - | 265 |
Amounts for assets and liabilities | ||
recognised: | ||
Intangible assets | - | 14 |
Property, plant and equipment | - | 11 |
Other non-current assets | - | 4 |
Trade receivables and other current assets | - | 102 |
Cash and cash equivalents | - | 91 |
Deferred tax liabilities | - | - |
Other non-current liabilities | - | -2 |
Current liabilities | - | -178 |
Total identifiable net assets | - | 42 |
Non-controlling interests | - | -1 |
Goodwill | - | 224 |
Total | - | 265 |
VEND ANNUAL REPORT 2025
NOTES
72
controlling interests | ||
Fair value adjustment of previously | -14 | - |
recognised non-controlling interests' put | ||
option | ||
Initial recognition of liabilities for obligations | - | - |
to acquire non-controlling interests | ||
Consideration settled in shares | - | -2,500 |
Other | - | - |
Adjustment to equity | -14 | -2,509 |
-of which adjustment to non-controlling interests | 3 | -123 |
-of which adjustment to equity attributable to owners of the parent | -17 | -2,386 |
2025 | 2024 | |||||||
Joint | Joint | |||||||
Development in net carrying amount | Note | ventures | Associates | Total | Note | ventures | Associates | Total |
As at 1 January | 96 | 326 | 421 | 99 | 37,445 | 37,544 | ||
Additions | 1 | 11 | 13 | 6 | 47 | 53 | ||
Disposals | -206 | -76 | -282 | - | -39,398 | -39,398 | ||
Disposals on sale of businesses | - | - | - | -33 | -418 | -451 | ||
Transition from (to) subsidiaries | - | - | - | 42 | 42 | 85 | ||
Transition from (to) equity instruments | - | - | - | - | -10 | -10 | ||
Transition from (to) receivables | - | - | - | 3 | 23 | 26 | ||
Share of profit (loss) from continuing operations | - | -46 | -46 | -22 | -61 | -83 | ||
Share of profit (loss) from discontinued operations | 33 | 5 | - | 5 | 33 | - | -562 | -562 |
VEND ANNUAL REPORT 2025
NOTES
73
Share of other comprehensive income | - | - | - | - | -58 | -58 |
Gains (losses) from continuing operations | 150 | 52 | 202 | - | -10 | -10 |
Gains (losses) from discontinued operations | - | - | - | - | 5,003 | 5,003 |
Impairment loss (recognised or reversed) from continuing operations | - | -33 | -33 | - | -127 | -127 |
Share of transactions with the owners of joint ventures and associates | - | - | - | - | 4 | 4 |
Foreign exchange differences | 3 | 11 | 14 | 1 | -1,594 | -1,593 |
Reclassified as held for sale | -8 | - | -8 | - | - | - |
As at 31 December | 41 | 244 | 286 | 96 | 326 | 421 |
During Q4 2025, the Group completed the sale of its joint ventures
in Hypoteket and Elton Mobility for a total cash consideration of
NOK 206 million. These transactions account for the joint venture
disposal and the related gains from continuing operations in 2025.
For associates, the main movements in 2025 relate to the disposal
of SAVR AB, which drives the associate disposal and related gains
from continuing operations.
Share of profit (loss) from discontinued operations in 2025 relate
to the Delivery Group which was classified as disposal group held
for sale as of May 2025. Share of profit (loss) from discontinued
operations in 2024 relate to Adevinta ASA. Share of profit (loss) of
Adevinta ASA in 2024 was prior to the sale reported with a one
quarter lag as Adevinta ASA issued its interim financial statements
later than Vend. The investment in Adevinta was classified as an
asset held for sale at the end of March 2024. See Note 33 Assets
held for sale and discontinued operations. Share of profit (loss) for
2024 reflects the profit (loss) of Adevinta for the fourth quarter of
2023. In addition, share of profit (loss) includes Vend’s
adjustments for fair value differences and amortisation of
identified excess values.
Impairment losses or reversals of previously recognised
impairment losses are reported in the line item Impairment loss on
joint ventures and associates (recognised or reversed). Impairment
losses for associates amounted to NOK -33 million in 2025
compared to NOK -127 million in 2024.
The carrying amount of investments in joint ventures and associates comprises the following investments:
2025 | 2024 | ||||||
Country of | Interest | Joint | Interest | Joint | |||
incorporation | held | ventures | Associates | held | ventures | Associates | |
Our Interest Holding AB | Sweden | 0.00% | - | - | 50.00% | 50 | - |
Schibsted Tech Polska Sp z.o.o | Poland | 50.00% | 41 | - | 50.00% | 31 | - |
Elton Mobility AS | Norway | 0.00% | - | - | 50.00% | 13 | - |
In-grid AB | Sweden | 9.04% | - | 67 | 9.04% | - | 58 |
Mindler AB | Sweden | 15.47% | - | 27 | 15.47% | - | 44 |
Fixrate AS | Norway | 17.90% | - | 37 | 18.13% | - | 39 |
FundingPartner Group AS | Norway | 17.73% | - | 39 | 18.47% | - | 38 |
Pej AB | Sweden | 21.56% | - | 28 | 20.89% | - | 27 |
SAVR AB | Sweden | 0.00% | - | - | 6.49% | - | 25 |
Hygglo AB | Sweden | 0.00% | - | - | 21.94% | - | 22 |
Insurello AB | Sweden | 34.04% | - | 15 | 34.49% | - | 19 |
Gire AS | Norway | 10.31% | - | 16 | 7.69% | - | 15 |
Tørn AS | Norway | 0.00% | - | - | 23.01% | - | - |
Other | -0 | 16 | 1 | 40 | |||
Carrying amount as at 31 December | 41 | 244 | 96 | 326 |
If the company mentioned is the parent company of a group, the figures presented are for the consolidated group. Interest held refers to direct ownership,
irrespective of non-controlling interests of the ownership company.
Description of the business of the joint ventures and associates:
Our Interest Holding AB | A financial intermediation service for home loans |
Schibsted Tech Polska Sp. z.o.o | Provides technological solutions for Vend |
Elton Mobility AS | Provides an application with multiple operators to charge electric vehicles on-the-go |
In-grid AB | Arranges personalised delivery services for customers in the e-commerce business |
Mindler AB | Operates an online psychologist service |
Fixrate AS | Marketplace helping companies achieve the best conditions for their bank deposits |
FundingPartner Group AS | Provides crowlending to Norwegian start-ups |
Pej AB | Provides digital ordering solutions |
SAVR AB | Arranges investments in funds at competitive terms compared to ordinary banks |
VEND ANNUAL REPORT 2025
NOTES
74
Hygglo AB | Marketplace for rentals between persons |
Insurello AB | Processes insurance claims for consumers focusing on automating accident insurance claims |
Gire AS | Marketplace optimising transportation in the car industry |
Tørn AS | Marketplace helping companies to optimise resource usage |
Recommerce wants to make circular consumption the obvious
choice. Our mission is to power the extended use of all goods by
building a transactional foundation, creating unique second-hand
experiences for consumers and becoming businesses' preferred
partner in recommence.
Real Estate empowers people in their journey to find a home at every
stage of life, by creating efficient and transparent housing markets,
contributing to fair and equal renting markets and promoting
sustainable housing.
Jobs' core purpose is “Creating equal job opportunities for
everyone.” and is on a mission to make sure no talent is lost and that
we offer the best jobs marketplace both for candidates and
customers.
Other / Headquarters comprise operations not included in the other
reported operating segments, including the Group’s headquarter
Vend Marketplaces ASA and other centralised functions including
Product and Technology.
Eliminations comprise intersegment sales. Transactions between
operating segments are conducted on normal commercial terms.
In the operating segment information presented, Gross operating
profit (loss) is used as measure of operating segment profit (loss).
Other/ | |||||||
Real | Recom | Head- | Elimi- | ||||
Year 2025 | Mobility | Estate | Jobs | -merce | quarters | nations | Total |
Operating revenues | 2,537 | 1,327 | 1,118 | 813 | 546 | -24 | 6,317 |
Costs of goods and services sold | -130 | -45 | -43 | -371 | -6 | - | -595 |
Personnel expenses | -340 | -218 | -103 | -135 | -1,023 | - | -1,819 |
Marketing expenses | -139 | -109 | -23 | -78 | -52 | - | -401 |
Other operating expenses | -142 | -101 | -25 | -22 | -1,109 | 24 | -1,375 |
Allocated operating expenses | -394 | -237 | -280 | -434 | 1,346 | - | - |
Total operating expenses | -1,146 | -711 | -474 | -1,039 | -844 | 24 | -4,190 |
Gross operating profit / loss (-) | 1,391 | 616 | 644 | -226 | -298 | - | 2,127 |
Other disclosures: | |||||||
Capital expenditure | 164 | 105 | 81 | 114 | 34 | - | 498 |
See Note 7 Revenue recognition for further information.
Other/ | |||||||
Real | Recom | Head- | Elimi- | ||||
Year 2024 (represented) | Mobility | Estate | Jobs | -merce | quarters | nations | Total |
Operating revenues | 2,362 | 1,171 | 1,220 | 825 | 1,279 | -472 | 6,385 |
Costs of goods and services sold | -118 | -47 | -78 | -382 | -2 | - | -628 |
Personnel expenses | -318 | -186 | -158 | -160 | -1,384 | 64 | -2,143 |
Marketing expenses | -126 | -90 | -56 | -80 | -145 | 10 | -488 |
Other operating expenses | -126 | -134 | -40 | -45 | -1,546 | 398 | -1,494 |
Allocated operating expenses | -449 | -274 | -341 | -449 | 1,512 | - | - |
Total operating expenses | -1,138 | -732 | -673 | -1,115 | -1,566 | 472 | -4,753 |
Gross operating profit / loss (-) | 1,225 | 439 | 547 | -290 | -288 | - | 1,632 |
VEND ANNUAL REPORT 2025
NOTES
75
Other disclosures: | |||||||
Capital expenditure | 122 | 87 | 72 | 104 | 140 | - | 525 |
See Note 7 Revenue recognition for further information.
Operating revenues and non-current assets by geographical areas
In presenting geographical information, attribution of operating revenues is based on the location of the Group's companies. There are no
significant differences between the attribution of operating revenues based on the location of the Group's companies and an attribution based
on customer's location. Operating revenues presented in the table below are revenues from external customers. Non-current assets are
attributed based on the geographical location of the assets.
2024 | ||
(re- | ||
Operating revenues | 2025 | presented) |
Norway | 3,855 | 3,202 |
Sweden | 1,583 | 2,163 |
Denmark | 539 | 568 |
Finland | 340 | 348 |
Other Europe | 0 | 104 |
Total | 6,317 | 6,385 |
Non-current operating assets | 2025 | 2024 |
Norway | 1,735 | 2,040 |
Sweden | 1,643 | 1,667 |
Denmark | 3,674 | 3,714 |
Finland | 1,334 | 1,366 |
Total | 8,387 | 8,788 |
The non-current assets comprise assets, excluding deferred tax
assets and financial instruments, expected to be recovered more
than twelve months after the reporting period.
VEND ANNUAL REPORT 2025
NOTES
76
VEND ANNUAL REPORT 2025
NOTES
77
Disaggregation of revenue
In the following table, revenue is disaggregated by category.
Other / | Vend | ||||||
Head- | Elimi | Market | |||||
Real | Recom | quarter | - | -places | |||
2025 | Mobility | Estate | Jobs | -merce | s | nations | |
Classifieds revenues | 1,838 | 1,094 | 1,118 | 203 | 96 | - | 4,349 |
Transactional revenues | 428 | 169 | - | 499 | 21 | - | 1,117 |
Advertising revenues | 237 | 57 | - | 110 | 16 | - | 420 |
Other revenues | 33 | 8 | - | 1 | 366 | - 24 | 384 |
Revenues from contracts with customers | 2,536 | 1,327 | 1,118 | 813 | 499 | - 24 | 6,269 |
Revenues from lease contracts, government grants and others | - | - | - | - | 48 | - | 48 |
Operating revenues (Note 6) | 2,536 | 1,327 | 1,118 | 813 | 546 | - 24 | 6,317 |
In 2025 revenues from lease contracts were NOK 44 million and government grants were insignificant (NOK 31 thousand).
Other / | Vend | ||||||
Head- | Elimi | Market | |||||
Real | Recom | quarter | - | -places | |||
2024 (represented) | Mobility | Estate | Jobs | -merce | s | nations | |
Classifieds revenues | 1,661 | 971 | 1,209 | 213 | 96 | - | 4,151 |
Transactional revenues | 362 | 117 | - | 404 | 6 | 889 | |
Advertising revenues | 284 | 67 | 3 | 158 | 96 | - 8 | 599 |
Other revenues | 53 | 13 | 4 | 47 | 1,052 | - 463 | 707 |
Revenues from contracts with customers | 2,359 | 1,168 | 1,217 | 822 | 1,251 | - 472 | 6,346 |
Revenues from lease contracts, government grants and others | 3 | 3 | 3 | 3 | 28 | - | 39 |
Operating revenues (Note 6) | 2,362 | 1,171 | 1,220 | 825 | 1,279 | - 472 | 6,385 |
In 2024 revenues from lease contracts were NOK 6 million and government grants were NOK 4 million.
Contract assets and liabilities
Contract assets primarily relate to Vend Marketplaces' rights to
consideration for advertisements delivered, but not billed, at the
reporting date and have substantially the same risk characteristics
as the trade receivable for the same types of contracts. The contract
assets are transferred to receivables when the rights to
consideration from the customer become unconditional.
Insignificant credit losses are expected on contract assets.
Contract liabilities relate to contract-related payments received in
advance of performance. Contract liabilities are recognised as
revenue when performed during the contract.
Receivables | |||
from contracts | Contract | ||
with customers | Contract assets | liabilities | |
Balance as at 1 January 2025 | 847 | 103 | 99 |
Net of cash received and revenues recognised during the period | - 300 | 173 | - 11 |
Transfer from contract assets recognised at the beginning of the period to receivables | 103 | - 103 | - |
Impairment losses recognised | - 44 | - | - |
Disposals on sale of businesses | - 54 | - 14 | - 0 |
Reclassified as held for sale | - 102 | - 60 | - 9 |
Balance as at 31 December 2025 | 460 | 102 | 81 |
VEND ANNUAL REPORT 2025
NOTES
78
Receivables | |||
from contracts | Contract | ||
with customers | Contract assets | liabilities | |
Balance as at 1 January 2024 | 1 508 | 145 | 632 |
Net of cash received and revenues recognised during the period | - 111 | 218 | 38 |
Transfer from contract assets recognised at the beginning of the period to receivables | 145 | - 145 | - |
Business combinations | 58 | 3 | - |
Impairment losses recognised | - 37 | - | - |
Disposals on sale of businesses | - 447 | - 74 | - 484 |
Foreign exchange differences | 4 | 3 | 1 |
Reclassified as held for sale | - 272 | - 48 | - 87 |
Balance as at 31 December 2024 | 847 | 103 | 99 |
All contracts have a duration of one year or less, hence contract
liabilities at the beginning of the period are recognised as revenue
during the period. Remaining performance obligations at the
reporting date have original expected durations of one year or less.
Vend Marketplaces applies the practical expedient in IFRS 15.121 and
does not disclose information about the remaining performance
obligations that have original expected durations of one year or less.
Contract costs
In 2025 there were no significant incremental commission fees
capitalised and no impairment loss related to capitalised contract
costs was recognised.
Note 8 - Personnel expenses and remuneration
2024 | ||
(re- | ||
presen | ||
2025 | ted) | |
Salaries and wages | 1,595 | 1,784 |
Social security costs | 269 | 313 |
Share-based payment (Note 9) | 61 | 63 |
Net pension expense (Note 10) | 200 | 236 |
Other personnel expenses | 76 | 90 |
Capitalised salaries, wages and social security | -380 | -342 |
costs | ||
Total | 1,819 | 2,143 |
Number of full-time equivalents | 3,088 | 4,427 |
-of which continuing operations | 1,568 | 1,954 |
-of which discontinued operations | 1,520 | 2,473 |
The following tables are amounts recognised as an expense during the reporting year related to the executive management. Total remuneration
expensed may vary from amounts presented in the Remuneration Report as the latter includes remuneration received or vested during the year.
Remuneration to the executive management expensed in 2025 (in NOK 1,000):
Share- | Total | ||||||
Salary incl. | Fringe | Variable | based | Pension | Termination | remuneration | |
Holiday pay | benefits 1) | pay 2) | payment 3) | expense | benefits 4) | expensed | |
Christian Printzell Halvorsen, Chief | 5,899 | 207 | 2,568 | 6,642 | 1,184 | 16,500 | |
Executive Officer | |||||||
Per Christian Mørland, Chief Financial | 4,219 | 207 | 1,547 | 5,244 | 477 | 11,694 | |
Officer | |||||||
Robin Suwe, EVP Mobility | 3,653 | 90 | 998 | 4,682 | 662 | 10,084 | |
Kjersti Høklingen, EVP Real Estate | 2,791 | 132 | 803 | 2,339 | 258 | 6,324 |
VEND ANNUAL REPORT 2025
NOTES
79
Eddie Sjølie, EVP Jobs | 2,784 | 131 | 793 | 2,346 | 277 | 6,330 | |
Cathrine Laksfoss, EVP Recommerce | 2,762 | 172 | 782 | 2,343 | 252 | 6,312 | |
Ruben Søgaard, EVP Marketing & | 2,966 | 194 | 837 | 2,399 | 412 | 5,547 | 12,355 |
Sales (until 15.09.2025) 5) | |||||||
Antonia Brandberg Björk, EVP People | 3,058 | 170 | 873 | 1,690 | 661 | 6,452 | |
& Communications | |||||||
Maria Sandgren, CPTO & EVP PTX | 1,914 | 88 | 646 | 1,650 | 872 | 5,170 | |
Core (from 15.05.2025) | |||||||
Sven Størmer Thaulow, EVP | 5,482 | 116 | 852 | 1,749 | 633 | 10,148 | 18,980 |
Foundation (until 15.05.2025) 5) | |||||||
Yale Varty, Chief Commercial Officer | 106 | 10 | - | - | 12 | 128 | |
(from 15.12.2025) 5) |
1) Fringe benefits include car allowance and mobile phone.
2) Variable pay consists of mainly the Executive Incentive Plan (EIP) which will be settled in cash, a cash-based incentive which will be paid out in 2026 and other
cash compensation. For further information regarding the Executive Incentive Plan, see Remuneration Report 2025.
3) Share-based payment programmes and the principles applied for recognition and measurement are further described in Note 9 Share-based payment.
4) Termination benefits include salary while on garden leave and severance pay. These amounts are presented as restructuring costs.
5) For members of executive management who either joined or resigned during the year, total remuneration expensed presented in the table above is for the period
where the members are part of the executive management team.
For information regarding the development in number of shares outstanding in the beginning of the reporting year, vested during the reporting
year as well as outstanding at the end of the reporting year in share-based payment programmes for the executive management, see
Remuneration Report 2025.
Remuneration to the executive management expensed in 2024 (in NOK 1,000):
Share- | Total | ||||||
Salary incl. | Fringe | Variable | based | Pension | Termination | remuneration | |
Holiday pay | benefits 1) | pay 2) | payment 3) | expense | benefits 4) | expensed | |
Christian Printzell Halvorsen, Chief | 4,720 | 259 | 4,228 | 3,873 | 959 | 14,039 | |
Executive Officer (from 07.06.2024), EVP Nordic Marketplaces and Delivery (until 07.06.2024) 6) | |||||||
Kristin Skogen Lund, Chief Executive | 3,881 | 160 | 7,394 | 9,268 | 13,915 | 11,197 | 45,815 |
Officer (until 07.06.2024) 5)7) | |||||||
Per Christian Mørland, Chief Financial | 3,820 | 265 | 3,646 | 6,603 | 469 | 14,802 | |
Officer | |||||||
Sven Størmer Thaulow, EVP | 5,027 | 246 | 3,832 | 3,382 | 671 | 13,159 | |
Foundation | |||||||
Robin Suwe, EVP Mobility (from 07.06.2024) 5) | 1,787 | 52 | 343 | 1,986 | 351 | 4,519 | |
Kjersti Høklingen, EVP Real Estate | 1,542 | 78 | 319 | 562 | 257 | 2,757 | |
(from 07.06.2024) 5) | |||||||
Eddie Sjølie, EVP Jobs (from 07.06.2024) 5) | 1,545 | 118 | 332 | 582 | 288 | 2,864 | |
Cathrine Laksfoss, EVP Recommerce | 1,544 | 142 | 323 | 573 | 257 | 2,838 | |
(from 07.06.2024) 5) | |||||||
Ruben Søgaard, EVP Marketing & | 1,632 | 153 | 351 | 467 | 105 | 2,708 | |
Sales (from 07.06.2024) 5) | |||||||
Antonia Brandberg Björk, EVP People | 339 | 15 | 72 | 0 | 50 | 476 | |
& Communications (from 18.11.2024) 5) | |||||||
Grethe Malkmus, EVP Chief People & | 1,135 | 49 | 463 | 1,107 | 146 | 2,900 | |
Communications Officer (until 07.06.2024) 5) | |||||||
Andrew Kvålseth, EVP Growth and Investments and Chief Investment | 2,370 | 130 | 5,866 | 5,572 | 438 | 5,456 | 19,831 |
Officer (until 30.06.2024) 5) | |||||||
Siv Juvik Tveitnes, EVP News Media | 1,317 | 133 | 693 | 1,916 | 226 | 4,285 | |
(until 07.06.2024) 5) |
VEND ANNUAL REPORT 2025
NOTES
80
Ragnar Kårhus, Interim EVP Chief | 1,642 | 125 | 325 | 419 | 142 | 2,653 |
People & Communications Officer | ||||||
(between 07.06.2024 and 17.11.2024) 5) | ||||||
Hanna Lindqvist, EVP Technology | 871 | 12 | 0 | 185 | 1,068 | |
(between 07.06.2024 and 02.09.2024) 5) |
1) Fringe benefits include car allowance and mobile phone.
2) Variable pay consists of mainly the Executive Incentive Plan (EIP) which will be settled in cash, a cash-based incentive which will be paid out in 2025 and other
cash compensation. For further information regarding the Executive Incentive Plan, see Remuneration Report 2024.
3) Share-based payment programmes and the principles applied for recognition and measurement are further described in Note 9 Share-based payment. The
amounts represent accrued amounts during the year.
4) Termination benefits include salary while on garden leave and severance pay. These amounts are presented as restructuring costs.
5) For members of executive management who either joined or resigned during the year, total remuneration expensed presented in the table above is for the period
where the members are part of the executive management team.
6) Christian Printzell Halvorsen served in the Executive Leadership Team for the full year, initially as EVP Nordic Marketplaces, before being appointed CEO on 16 May
2024. As such, the numbers represent the full year of 2024.
7) Pension expense includes provision for pension accrual for the period from termination of employment to retirement
For information regarding the development in number of shares outstanding in the beginning of the reporting year, vested during the reporting
year as well as outstanding at the end of the reporting year in share-based payment programmes for the executive management, see
Remuneration Report 2024.
Plans | Granted | Vesting period | Performance |
period | |||
PSP | 2025 | 01.01.2025- | 01.01.2025- |
31.12.2027 | 31.12.2027 | ||
Launch | 2025 | 01.01.2025- | N/A |
31.12.2026 | |||
CIP | 2025 | 01.01.2026- | N/A |
31.12.2027 | |||
EIP | 2024 | 01.01.2024- | 01.01.2024- |
31.12.2026 | 31.12.2024 | ||
SLTIP | 2024 | 01.01.2024- | N/A |
31.12.2026 | |||
EIP | 2023 | 01.01.2023- | 01.01.2023- |
31.12.2025 | 31.12.2023 | ||
SLTIP | 2023 | 01.01.2023- | N/A |
31.12.2025 | |||
ELTIP | 2022 | 01.01.2022- | 01.01.2022- |
31.12.2024 | 31.12.2024 | ||
SLTIP | 2022 | 01.01.2022- | N/A |
31.12.2024 | |||
Legacy Equity Plan | 2021 | 25.06.2021- | N/A |
30.06.2024 |
Performance share plan (PSP)
The Performance Share Plan (PSP) was introduced in 2025 and is a
share-based incentive designed to align executive pay with
Company performance and drive long-term growth. Each PSP runs
with a three-year performance period (the “Performance Period”)
and is granted annually to eligible ELT members. Ahead of the launch
of each granted PSP, the Board of Directors sets three-year targets
and thresholds for the PSP’s performance metrics. The fulfilment of
the PSP’s performance metrics will determine the payout of each PSP
after the three-year performance period. The performance outcome
under the PSP is determined based on predefined threshold and
target performance levels. Performance below threshold level
results in no vesting. Achievement at the threshold level results in a
performance outcome of 30% of the grant amount, while
achievement at the target level results in a performance outcome
corresponding to 100% of the grant amount. Performance above
target may result in a performance outcome of up to 122% of the
grant amount, calculated on a linear basis.
At the beginning of each PSP (the “Grant Date”, 1 January each year),
each participant receives a grant defined as a number of share units.
The grant number of share units is calculated as follows:
Grant Value ÷ Vend Marketplaces share price at the Grant Date
VEND ANNUAL REPORT 2025
NOTES
81
• The Grant Value is calculated as a percentage (“Grant
Percentage”) of each participant’s annual base salary.
• The Grant Percentage is capped at 210% of annual base salary
for the CEO. Other members of the ELT have Grant Percentages
below the aforementioned cap.
Upon completion of the plan, the granted share units are converted
into Vend- shares, depending on the achievement of predefined
performance targets.
The payout of vested share units follows a structured performance-
based calculation. The Board of Directors annually determines the
applicable targets and thresholds for each performance period and
may adjust the performance metrics and respective weightings to
reflect business priorities.
To reinforce a strong alignment between executive compensation
and shareholder value creation, the final payout of vested share
units is adjusted by a three-year absolute Total Shareholder Return
(TSR) multiplier. The multiplier ranges from 1.0 to 1.6.
The Launch Award
The Launch Award was a one-off share-based award launched in
2025 for the ELT members with the aim to foster a stronger
ownership mindset and incentivise long-term value creation from an
early stage. The Launch Award reinforces alignment with
shareholders and creates material incentive to drive sustainable
growth and long-term shareholder returns. The Launch Award is a
Restricted Share Unit award that vest over two years in equal
tranches. The participants are granted a set amount of RSU that at
the time of grant is corresponding to 1.0m NOK or 1.5m NOK. Upon the
conclusion of the plan launched in 2025, no further plans under this
scheme will be launched.
Co-Investment Plan (CIP)
The Co-Investment Plan was a one-off initiative launched in 2025 to
encourage ELT members to invest in Vend-shares. The aim is to
increase the shareholding among the ELT substantially and
therefore align the interests of the ELT and the shareholders, by
encouraging active participation and ownership of Vend
Marketplaces’ shares. To participate in the plan the ELT members
were required to invest in Vend-shares during the fiscal year 2025.
Only shares purchased in the market, during the fiscal year 2025,
could be allocated to the Co-Investment Plan.
The participants then need to hold the shares during the Vesting
Period, which covers the fiscal years 2026-2027. Following the
Vesting Period the plan enters the Post-Vest Holding Period, which
covers the fiscal years 2028-2029 and during which the Matching
Shares must be retained.
Subject to the fulfillment of the share ownership prerequisite, the
participants in the Co-Investment Plan will receive two Matching
Shares for each share committed to the plan. The Matching shares
received are not allowed to be disposed of or otherwise transferred
during the Post-Vest Holding Period. The minimum investment was 3
months’ gross salaries and the maximum investment was 12 months’
gross salaries. No further plans under this scheme will be launched
after 2025.
Executive Incentive Plan (EIP)
The Executive Incentive Plan (EIP) was introduced in 2023 and is
applicable to the CEO, members of Vend’s Executive leadership team
and certain other key employees.
To the extent certain performance conditions are achieved during
the financial year (the ”Performance Year”), participants receive a
variable remuneration capped at maximum 400 per cent of fixed
salary, of which between 20 to 30 per cent is in the form of cash
remuneration and between 70 to 80 per cent is in the form of share-
based remuneration.
The share-based remuneration is converted into B-shares (Vend-
shares) based on the average share price during the Performance
Year and transferred to the participants at the end of the vesting
period. One third of the B-shares (Vend-shares) vest each year with
the first vesting in the beginning of the year following the
Performance Year, reflecting the required service period.
Performance measures and targets during the Performance Year for
the variable remuneration are set by the Board of Directors on an
annual basis. For further information regarding these measures and
targets, please see the Remuneration Report.
Schibsted LTI Plan (SLTIP)
Schibsted LTI Plan (SLTIP) was introduced in 2021. The SLTIP is
applicable to the members of management teams in the business
areas as well as other key employees.
The award for SLTIP consists of only one element, which is a fixed
base element (the “Fixed Base”) comprising Restricted Stock Units
equal to 100 per cent of the grant value. The participants receive
grants normally ranging from 10 per cent to 30 per cent of their base
salary.
The Fixed Base is converted into B-shares (Vend-shares) based on
the share price at the start of the vesting period and transferred to
participants at the end of the vesting periods. The award vests in
three equal tranches of one, two and three years reflecting the
required service periods.
Executive LTI Plan (ELTIP)
The Executive LTI Plan (ELTIP) was introduced in 2021. The ELTIP is
applicable to the CEO, members of Vend's Executive leadership team
and certain other key employees.
The award for the ELTIP consists of two separate elements; a fixed
base (the “Fixed Base”) comprising Restricted Stock Units equal to
30 per cent of the grant value and a performance related grant (the
“Performance Base”) equal to 70 per cent of the grant value. The CEO
receives a grant equal to 100 per cent of the base salary, whereas
other members of Vend's Executive team receive grants between 60
per cent and 75 per cent. Other participants receive grants ranging
from 25 per cent to 35 per cent of their base salary.
The Fixed Base is converted into B-shares (Vend-shares) based on
the share price at the start of the vesting period and transferred to
participants at the end of the vesting period. The vesting period is
three years and reflects the required service period.
The Performance Base is vested at the end of the 3-year vesting
period subject to performance and continuous employment and is
delivered to participants in B-shares (Vend-shares). The value of any
vesting is a factor of Vend’s Total Shareholder Return (“TSR”)
performance over a 3-year performance period relative to the
Europe Stoxx 600 index.
Vesting of the Performance Base is subject to a minimum
performance threshold whereby Vend’s TSR performance must be at
or above the 25th percentile when compared to the peer group.
Subject to the performance threshold being met, the Performance
Base is vested as follows:
• At the 25th percentile, the face value of the Performance base
vest at 50 per cent
• At the 50th percentile, the face value of the Performance Base
vest in full
VEND ANNUAL REPORT 2025
NOTES
82
• At or above the 75th percentile, the face value of the
Performance Base vest at 300 per cent
• Vesting in-between the above performance milestones will be on
a straight-line basis
The maximum cost of the ELTIP, measured with reference to the
maximum benefit receivable by the participants, will be the awards
multiplied by the implicit maximum pay-out ratio of 2.4. This does not
take into account any share depreciation or appreciation during the
vesting period or any employer’s fees related to the plan.
Legacy Equity Plan
Following the acquisition of Vend Marketplaces ApS (formerly
Schibsted Denmark ApS) in June 2021, employees of the former eBay
Classifieds Scandinavia ApS were granted a replacement award as a
substitute for the share-based payments they were entitled to in the
former company. The award consists of a fixed base element
comprising Restricted Stock Units vesting in seven equal half-yearly
tranches with vesting contingent on continued employment. The
first tranche vested on 30 June 2021.
Detailed general conditions have been developed to ensure fair and
consistent governance of all the plans; these include change of
control provisions and “good leaver” provisions related to
employment. All the plans also include a clawback mechanism which
would permit Vend to cancel unvested shares and/or to require
already transferred shares to be delivered back to the Company.
Such a clawback scenario would include any event whereby Vend was
required to restate financial statements during a programme period,
for example due to material non-compliance with applicable
accounting rules. A clawback might also be enforced in the event of
fraud or criminal activity, a breach of a non-competition clause or a
breach of Vend’s Code of Conduct by the participant.
Extraordinary grants
Extraordinary grants may be awarded at the discretion of the Board
or the CEO to members of Vend’s Executive team and certain other
key employees. Normally the participants receive extraordinary
grants capped at no more than 100 per cent of their annual base
salary. The grants have varying vesting periods and vesting is
conditional upon the employee not resigning before the end of the
vesting period.
Number of shares in the plans described above which are settled in
Vend shares
1)
:
2025 | 2024 | |
Number of shares granted, not-vested at | 607,612 | 634,643 |
1 January | ||
Number of shares granted | 312,957 | 489,988 |
Number of shares forfeited | -22,326 | -61,279 |
Number of shares vested during the period | -417,210 | -455,740 |
Number of shares not-vested at 31 | 481,033 | 607,612 |
December | ||
Weighted average share price at vesting | 336 | 312 |
date (NOK per share) | ||
Weighted average fair value at grant date | 331 | 216 |
(NOK per share) |
1) Number of shares includes employee’s tax obligation, which will be deducted
and withheld at transfer of shares to employees.
Employee Share Saving Plan for all Group employees
To motivate and retain employees, all Group employees in Vend are
invited to save up to 5 per cent, but a maximum of NOK 50,000
annually of their base gross salary through payroll deductions in
order to purchase shares in Vend. The shares are purchased on
market terms four times a year, after the release of Vend’s quarterly
results. If still employed by the Group, participants receive one free
bonus share from Vend per two shares purchased and held for two
years.
Number of shares in the Employee Share Saving Plan settled in
Vend shares:
2025 | 2024 | |
Number of shares granted, not-vested at | 77,294 | 181,533 |
1 January | ||
Number of shares granted | 24,758 | 39,894 |
Number of shares forfeited | -27,757 | -36,533 |
Number of shares vested during the period | -25,310 | -107,600 |
Number of shares not-vested at 31 | 48,985 | 77,294 |
December | ||
Weighted average share price at vesting | 334 | 316 |
date (NOK per share) | ||
Weighted average fair value at grant date | 337 | 304 |
(NOK per share) |
VEND ANNUAL REPORT 2025
NOTES
83
Note 10 - Pension plans
Vend has occupational pension plans in several countries
established partly as defined benefit plans (primarily in Norway),
partly as multi-employer defined benefit plans accounted for as
defined contribution plans (in Norway and Sweden) and partly as
defined contribution plans (in Norway, Sweden and other countries).
Vend has its occupational pension plans for its employees in
Norwegian companies with Storebrand Livsforsikring AS. These
pension plans meet the requirements of the Act on Mandatory
occupational pensions applicable to Norwegian companies. All of the
existing funded defined benefit plans have been closed.
The terms of the funded defined benefit plans are mainly uniform.
The benefits are mainly dependent upon number of years of
employment, salary level at retirement age and the amount of
benefits from the National Insurance pension. The majority of the
funded defined benefit plans comprise retirement pension for life
from 67 years and full retirement pension amounts to approximately
66 per cent of the basis (limited to 12G, the social security base
amount) including assumed pension from the National Insurance
pension (based on calculated National Insurance pension). Some of
the plans include spouse pension, child pension and disability
pension.
As at 31 December 2025 the funded defined benefit plans in Norway
covered approximately 73 working members (80 in 2024). Upon
retirement or resignation, funded defined benefit plan liabilities are
settled through the issue of a paid-up policy. Estimated
contributions in 2026 to the above mentioned funded defined
benefit plans amount to approximately NOK 6,9 million. Future
contributions will be dependent on the accumulation period for each
member's pension rights according to the principle of linear
accumulation and may vary depending upon final agreed salary
levels and timing of payments.
The terms related to contributions to defined contribution plans in
Norway are mainly uniform, and for most companies the contribution
in 2025 amounts to 5.55 per cent of salaries within the interval from
0G to 7.1G and 8 per cent in the interval from 7.1G to 12G. The plans
include disability pension.
In addition to the pension obligations that arises from the funded
defined benefit plans, the Group's Norwegian companies have
unfunded defined benefit obligations related to disability pensions
(if not covered by other pension plans or insurances), supplementary
pensions for salaries above 12G, Agreement-based pension (AFP) and
early retirement pensions.
The Group's companies outside Norway have pension plans, mainly
defined contribution plans, in accordance with local practice and
local legislation.
The Group has certain pension schemes in Norway and Sweden
established as multi-employer plans. These multi-employer plans are
defined benefit plans, but the Group does not have access to the
necessary information for the accounting years 2025 and 2024
required to account for these plans as defined benefit plans, and the
plans are therefore accounted for as defined contribution plans.
The amounts recognised in income statement and in comprehensive income:
2024 (re- | ||
2025 | presented) | |
Current service cost | 6 | 16 |
Past service cost and gains and losses arising from settlements | - | 5 |
Net interest on the net defined benefit liability (asset) | 17 | 14 |
Remeasurements of the net defined benefit liability | -18 | -25 |
Net pension expense defined benefit plans | 5 | 10 |
Pension expense defined contribution plans | 178 | 172 |
Pension expense multi-employer defined benefit plans accounted for as defined contribution plans | 17 | 54 |
VEND ANNUAL REPORT 2025
NOTES
84
Net pension expense | 200 | 236 |
-of which included in Profit or loss - Personnel expenses and remuneration (Note 8) | 200 | 242 |
-of which included in Profit or loss - Other income (Note 12) | - | 1 |
-of which included in Profit or loss - Other expense (Note 12) (Restructuring cost) | - | 4 |
-of which included in Profit or loss - Financial expenses (Note 13) | 17 | 14 |
-of which included in Other comprehensive income - Remeasurements of defined pension liabilities | -18 | -25 |
Past service cost comprises restructuring costs in the form of pensions as well as the effect of plan amendments.
The amounts recognised in the statement of financial position:
2025 | 2024 | |
Present value of funded defined benefit obligations | 165 | 177 |
Fair value of plan assets | 120 | -133 |
Present value of unfunded defined benefit obligations | 396 | 410 |
Net pension liability | 440 | 454 |
The average duration of the defined benefit plan obligations at the end of the reporting period is 15 years (14 years).
Changes in net pension liability, present value of defined benefit obligations and plan assets:
2025 | 2024 | |||||
Net | Defined | Net | Defined | |||
pension | benefit | pension | benefit | |||
liability | obligations | Plan assets | liability | obligations | Plan assets | |
As at 1 January | 454 | 587 | 133 | 1,196 | 2,399 | 1,203 |
Current service cost | 6 | 6 | - | 18 | 18 | - |
Past service cost and gains and losses arising from settlements | - | -4 | -4 | 11 | 10 | -1 |
Interest income and expense | 17 | 16 | 2 | 14 | 19 | 5 |
Remeasurements (see below) | -18 | -30 | -13 | -25 | -40 | -16 |
Presented in discontinued operations | 11 | 12 | -1 | 32 | 46 | 14 |
Contributions to the plan | -13 | - | 13 | -48 | - | 48 |
Payments from the plan | -18 | -18 | -0 | -78 | -78 | - |
Business combinations and disposals | -1 | -9 | -9 | -656 | -1,777 | -1,120 |
Social security costs | -4 | -4 | - | -5 | -5 | - |
Reclassified as held for sale | -44 | -150 | -106 | -5 | -5 | - |
As at 31 December | 391 | 405 | 15 | 454 | 587 | 133 |
Remeasurements of defined benefit pension obligations include:
2025 | 2024 | |
Actuarial gains and losses arising from changes in financial assumptions | -2 | -27 |
Other remeasurements (experience adjustments) | -24 | -13 |
Remeasurements of defined benefit pension obligations | -26 | -40 |
Remeasurements of fair value of plan assets include:
2025 | 2024 | |
Return on plan assets, excluding amounts included in interest | 2 | 38 |
Cost of managing plan assets | -1 | -6 |
Other remeasurements (experience adjustments) | -17 | -102 |
Remeasurements of fair value of plan assets | -16 | -70 |
The fair value of plan assets is disaggregated by class:
Quoted in | Quoted in | |||||
active | active | |||||
2025 | markets | Unquoted | 2024 | markets | Unquoted | |
Equities | 20% | 80% | 20% | 15% | 75% | 25% |
Alternative investments | 4% | - | 100% | 4% | - | 100% |
Real estate | 14% | - | 100% | 15% | - | 100% |
VEND ANNUAL REPORT 2025
NOTES
85
Bonds | 18% | 70% | 30% | 13% | 50% | 50% |
Corporate bonds | 12% | - | 100% | 14% | - | 100% |
Bonds - loans and receivables | 32% | - | 100% | 39% | - | 100% |
Money market / other | 1% | 50% | 50% | 0% | - | - |
Total | 100% | 100% |
The actual return on plan assets (value-adjusted return on relevant portfolio of assets) was approximately 6.0 per cent in 2025 and approximately 4.9 per cent in
2024.
Significant actuarial assumptions used to determine the present value of the defined benefit obligation:
2025 | 2024 | |
Discount rate | 3.90% | 3.90% |
Future salary increases | 4.00% | 4.00% |
Future increase in the social security base amount | 3.75% | 3.75% |
Future pension increases | 2.80% | 2.40% |
Vend determines the discount rate by reference to high quality corporate bonds. Vend has concluded that a deep market exists for covered bonds ("OMF-
obligasjoner") in Norway and that this interest rate therefore shall be used as reference under IAS 19 Employee benefits. The assumption regarding expected
pension increases is used for pensions being increased in accordance with the Act on Company pensions. For pension agreements containing specific clauses on
increases in pension, those clauses are applied.
Sensitivity analysis, indicating increase (decrease) in present value of defined benefit pension liabilities, for significant actuarial
assumptions:
2025 | 2024 | |
Discount rate - increase 0.5 percentage points | -42 | -44 |
Discount rate - decrease 0.5 percentage points | 47 | 49 |
Future salary increases - increase 0.5 percentage points | 13 | 14 |
Future salary increases - decrease 0.5 percentage points | -12 | -12 |
Future increase in social security base amount - increase 0.5 percentage points | -5 | -3 |
Future increase in social security base amount - decrease 0.5 percentage points | 8 | 3 |
Future pension increases - increase 0.5 percentage points | 40 | 41 |
Future pension increases - decrease 0.5 percentage points | -36 | -37 |
Any increases or decreases in present value of defined benefit pension liabilities from changes in actuarial assumptions are recognised in Other
comprehensive income.
Note 11 - Other operating expenses
2024 | ||
(re- | ||
presen | ||
2025 | ted) | |
Travelling expenses | 69 | 67 |
Rent, maintenance, office expenses and energy | 101 | 102 |
Commissions | 36 | 142 |
Professional fees | 457 | 442 |
IT expenses | 621 | 653 |
Other operating expenses | 91 | 89 |
Total | 1,375 | 1,494 |
In 2025, Vend received a notification from the Norwegian Tax
Administration concerning the value added tax (VAT) treatment of
VG+ related digital subscription products in Vend’s former news
media periods for the period 2020-2024. Vend is in the process of
assessing the responsibility of any potential tax liabilities under the
share purchase agreement with Blommenholm. There is considerable
uncertainty as to both outcome and timing. Based on information
currently available, Vend’s total potential financial exposure towards
the Norwegian Tax Administration for unpaid VAT for the period
2020-2024 is estimated to be up to NOK 500 million.
VEND ANNUAL REPORT 2025
NOTES
86
2024 | ||
(re- | ||
presen | ||
2025 | ted) | |
Gain on sale of subsidiaries | - | 2 |
Gain on amendments and curtailment of pension plans | - | 1 |
Gain on fair value measurement of contingent | - | 1 |
considerations | ||
Other | - | 5 |
Total other income | - | 9 |
Restructuring costs | -97 | -293 |
Separation costs | -67 | -107 |
Transaction-related costs | -58 | -6 |
Loss on sale of subsidiaries | - | -57 |
Loss on fair value measurement of contingent | -35 | -30 |
considerations | ||
Other | -29 | -13 |
Total other expenses | -285 | -505 |
2024 | ||
(re- | ||
presen | ||
2025 | ted) | |
Interest income | 200 | 287 |
Net foreign exchange gain | 31 | 12 |
Gain from fair value measurement of equity instruments (Note 22) | 59 | 6,151 |
Gain from fair value measurement of total | - | 2 |
return swaps (Note 5) | ||
Other financial income | 2 | 4 |
Total financial income | 291 | 6,457 |
Interest expenses | -230 | -320 |
Loss from fair value measurement of equity instruments (Note 22) | -1,798 | -215 |
Other financial expenses | -8 | -21 |
Total financial expenses | -2,037 | -556 |
2024 | ||
(re- | ||
presen | ||
2025 | ted) | |
Loans and borrowings | -198 | -279 |
Pension liabilities (Note 10) | -14 | -13 |
Lease liabilities (Note 19) | -18 | -23 |
Contingent consideration and financial | - | -6 |
liabilities for obligations to acquire non- controlling interests (Note 23) | ||
Interest expenses | -230 | -320 |
VEND ANNUAL REPORT 2025
NOTES
87
2024 | ||
(re- | ||
presen | ||
2025 | ted) | |
Interest income | 200 | 287 |
Interest expenses | -235 | -329 |
2024 | ||
(re- | ||
presen | ||
2025 | ted) | |
Net foreign exchange gain (loss) currency | 15 | -43 |
derivatives | ||
Net foreign exchange gain (loss) other financial instruments | 16 | 55 |
Net foreign exchange gain (loss) | 31 | 12 |
2025 | 2024 | |
Current income taxes | -191 | -170 |
Deferred income taxes | -92 | - |
Tax (expense) income | -283 | -170 |
-of which recognised in profit or loss | -283 | -163 |
-of which recognised in other comprehensive income | -1 | -7 |
2025 | 2024 | |
Profit (loss) before taxes | -396 | 4,857 |
Tax (expense) income based on weighted | 93 | -1,104 |
average tax rates | ||
Prior period adjustments | 47 | -5 |
Tax effect of share of profit (loss) from joint | -10 | -18 |
ventures and associates | ||
Tax effect of impairment loss on goodwill, joint ventures and associates | -7 | -242 |
Tax effect of other permanent differences | -380 | 1,278 |
Current period unrecognised deferred tax | -26 | -72 |
assets | ||
Tax (expense) income recognised in profit or loss | -283 | -163 |
2025 | 2024 | |
Current items | -12 | 8 |
VEND ANNUAL REPORT 2025
NOTES
88
Pension liabilities | -101 | -101 |
Right-of-use assets | 112 | 173 |
Lease liabilities | -127 | -184 |
Other non-current items | 412 | 354 |
Unused tax losses | -231 | -216 |
Calculated net deferred tax liabilities | 53 | 34 |
(assets) | ||
Unrecognised deferred tax assets | 162 | 140 |
Net deferred tax liabilities (assets) | 215 | 174 |
recognised | ||
-of which deferred tax liabilities | 428 | 426 |
-of which deferred tax assets | -213 | -252 |
2025 | 2024 | |
As at 1 January | 174 | -123 |
Change included in tax expenses from continuing operations | 92 | - |
Change included in tax expenses from discontinued operations | -38 | 35 |
Change from purchase and sale of subsidiaries | - | 162 |
Foreign exchange differences | 2 | 20 |
Net deferred tax liabilities reclassified to assets held for sale | -16 | 81 |
As at 31 December | 215 | 174 |
VEND ANNUAL REPORT 2025
NOTES
89
2024 (re- | ||
Weighted average number of shares | 2025 | presented) |
Weighted average number of shares for basic earnings per share | 215,839,064 | 230,742,560 |
Effects of dilution from share-based payment | 470,602 | 687,460 |
Weighted average number of shares for diluted earnings per share | 216,309,666 | 231,430,020 |
Earnings per share - total | ||
Profit (loss) attributable to owners of the parent for basic earnings per share | -184 | 12,957 |
Profit (loss) attributable to owners of the parent for diluted earnings per share | -184 | 12,957 |
Earnings per share - basic (NOK) | -0.85 | 56.15 |
Earnings per share - diluted (NOK) | -0.85 | 55.99 |
Earnings per share - continuing operations | ||
Profit (loss) attributable to owners of the parent for basic earnings per share | -678 | 4,693 |
Profit (loss) attributable to owners of the parent for diluted earnings per share | -678 | 4,693 |
Earnings per share - basic (NOK) | -3.14 | 20.34 |
Earnings per share - diluted (NOK) | -3.14 | 20.28 |
VEND ANNUAL REPORT 2025
NOTES
90
VEND ANNUAL REPORT 2025
NOTES
91
Goodwill and trademarks with indefinite expected useful life specified on cash-generating units:
Goodwill | Trademarks, indefinite | ||||
2025 | 2024 | 2025 | 2024 | ||
Mobility | significant | 3,300 | 985 | ||
Real Estate | significant | 1,022 | 647 | ||
Jobs | not significant | 78 | 0 | ||
Recommerce | not significant | 254 | 82 | ||
Marketplaces - Sweden | significant | 1,135 | 8 | ||
Marketplaces - Denmark | significant | 2,446 | 1,039 | ||
Marketplaces - Finland | significant | 444 | 662 | ||
Marketplaces - Norway | not significant | 549 | 0 | ||
Total marketplaces | 4,654 | 4,574 | 1,714 | 1,709 | |
Delivery | not significant | 55 | 55 | 0 | |
Lendo | not significant | 108 | 105 | 94 | 89 |
3byggetilbud.dk A/S | not significant | 207 | 207 | 44 | 44 |
Prisjakt | not significant | 31 | 4 | ||
MittAnbud | not significant | 25 | 22 | 2 | 2 |
Other | not significant | 2 | 7 | ||
Total | 5,050 | 4,996 | 1,861 | 1,848 | |
- of which reclassified to held for sale | -396 | -366 | -140 | -139 | |
Total after reclassification to held of sale | 4,654 | 4,629 | 1,722 | 1,709 |
Impairment testing / impairment assessments
The carrying amounts of goodwill and other intangible assets with
indefinite useful lives are disclosed above. Recoverable amounts
for the significant cash-generating units (CGUs) are estimated
based on value in use. In 2025, following the implementation of a
vertical-based operating model, the marketplaces business CGUs
are defined by vertical (Mobility, Real Estate, Jobs and
Recommerce). Comparative figures reflect the former country-
based CGU structure. On 30 September 2025, goodwill previously
allocated to the former country-based marketplaces CGUs was
reallocated to the new vertical CGUs using a relative value
approach, based on the estimated recoverable amounts (value in
use) of the new CGUs at that date. This aligns the allocation of
goodwill with how it is monitored for internal management
purposes.
Management has also tested the CGUs that it identifies as not
significant in the table above for impairment. These impairment
tests follow the same process as for the significant CGUs
described below. The key assumptions are the same, but the
values assigned to each key assumption differ across the CGUs. No
impairment loss was recognised in 2025, compared to NOK 1,078
million in 2024 related to goodwill in Marketplaces Finland.
The discount rates applied consider the risk-free interest rate and
risk premium for the relevant markets. Specific business risks are
reflected in the estimated future cash flows. In determining
discount rates, the cost of financing is assumed to remain stable
at the current level, implying that Vend is expected to maintain
access to financing linked to sustainability KPIs while retaining its
current credit rating. Pre-tax discount rates are determined by
CGU and is set to approximately 10% for all significant CGUs. In
estimating cash flows used for value-in-use calculations,
consideration is given to the competitive landscape, recent
revenue and margin developments, industry trends, and
macroeconomic expectations for the relevant operational
markets.
The impairment tests are based on formalised management
projections for 2025–2028. The steady-state cash flow is
determined by extrapolating the 2028 cash flows, applying a
declining growth rate for free cash flow over a defined period until
reaching an expected maintainable steady-state cash flow.
Thereafter, a sustained long-term growth rate of two per cent is
applied. The period until terminal value application does not
exceed 5 years. Scenario simulations are conducted to assess the
robustness of the impairment test.
Mobility comprises the Group’s mobility marketplace activities and
related services (including mobility-focused brands and
operations).
Real Estate comprises the Group’s real estate marketplace
activities and related services (including real-estate-focused
brands and operations).
Jobs and Recommerce comprise the remaining vertical CGUs and
are not considered significant CGUs.
For Mobility and Real Estate, an increase in revenue growth is
assumed compared to previous years. This assumption is based on
management’s experience from comparable markets and
expectations for market development.
EBITDA margins for Mobility and Real Estate are based on historical
performance and management’s future expectations, with
projected improvements due to anticipated efficiency gains.
The free cash flow growth rate assumed beyond the management
forecast period is higher than the sustained growth rate, as the
sustained growth rate only reflects the expected inflation rate.
Based on management’s experience in comparable markets and
available short- to medium-term market reports, the growth rate is
expected to decline over time but remain above the expected
inflation rate until a steady state is reached.
Expected sustained growth is determined at the CGU level and
reflects long-term market expectations. As there are no external
sources or market reports providing long-term forecasts
specifically for the Nordic classifieds market, the sustained growth
rate for the significant CGUs has been conservatively set, not
exceeding two per cent.
VEND ANNUAL REPORT 2025
NOTES
92
Sensitivity analysis of key assumptions
An overview of central assumptions for significant CGUs is
presented below. Only Mobility and Real Estate are considered
significant CGUs in 2025, and sensitivity analysis have been carried
out. However, no reasonably possible changes in key assumptions
have been identified that would cause the carrying amount to
exceed the recoverable amount.
Assumptions | Mobility | Real Estate |
Pre-tax discount rate | 10% | 10% |
Revenues CAGR 2025-2028 | 15% | 15% |
EBITDA CAGR 2025-2028 | 20% | 19% |
Cash flow growth after management prognosis | ||
period | ||
2029 | 15% | 14% |
2030 | 15% | 14% |
Sustained growth | 2% | 2% |
For Mobility, the recoverable amount exceeds the carrying amount by
approximately NOK 25 billion, and for Real Estate, by approximately NOK 9
billion.
For impairment loss related to investments in joint ventures and associates see Note 5 Investments in joint ventures and associates.
VEND ANNUAL REPORT 2025
NOTES
93
Development in net carrying amount in | Trademarks, | Trademarks, | Software and | Customer | ||
2025 | Goodwill | indefinite | definite | licences | relations | Total |
As at 1 January | 4,629 | 1,709 | - | 1,062 | 390 | 7,791 |
Additions | - | 7 | - | 534 | - | 542 |
Disposals on sale of businesses | - | - | - | - | - | - |
Amortisation from continuing operations | - | - | - | -347 | -65 | -412 |
Amortisation from discontinued operations 1) | - | - | - | -5 | - | -5 |
Impairment loss from continuing operations | - | - | - | -41 | - | -41 |
Foreign exchange differences | 80 | 6 | - | 2 | 1 | 88 |
Reclassified as held for sale 2) | -55 | - | - | -86 | - | -141 |
As at 31 December | 4,654 | 1,722 | - | 1,120 | 326 | 7,822 |
-of which accumulated cost | 5,751 | 1,722 | 2 | 2,141 | 668 | 10,283 |
-of which accumulated amortisation and impairment loss | -1,097 | - | -2 | -1,021 | -342 | -2,461 |
1)
Amortisation from discontinued operations includes only Delivery Group, as it was classified as held for sale in 2025.
2)
Reclassified as held for sale also includes additions related to the discontinued operations of Lendo Group, Prisjakt Group and Mittanbud Group amounting to NOK 61 million.
Development in net carrying amount in | Goodwill | Trademarks, | Trademarks, | Software and | Customer | Total |
2024 | indefinite | definite | licences | relations | ||
As at 1 January | 6,622 | 2,142 | 1 | 1,848 | 477 | 11,091 |
Additions | - | - | 3 | 677 | - | 680 |
Acquired through business combinations | 224 | 7 | - | 7 | - | 238 |
Disposals | - | - | - | -2 | - | -2 |
Disposals on sale of businesses | -975 | -385 | - | -428 | -17 | -1,805 |
Reclassification | - | - | - | 6 | - | 6 |
Amortisation from continuing operations | - | - | -2 | -386 | -65 | -453 |
Amortisation from discontinued operations | - | - | - | -207 | -9 | -216 |
Impairment loss from continuing operations | -1,078 | - | - | -256 | - | -1,334 |
Foreign exchange differences | 202 | 83 | - | 11 | 21 | 317 |
Reclassified as held for sale | -366 | -139 | -2 | -208 | -16 | -732 |
As at 31 December | 4,629 | 1,709 | - | 1,062 | 390 | 7,791 |
-of which accumulated cost | 5,722 | 1,709 | 2 | 2,695 | 665 | 10,792 |
-of which accumulated amortisation and impairment loss | -1,093 | - | -2 | -1,633 | -274 | -3,001 |
1)
The disposal on sale of business primarily pertains to the sale of media operations carried out in 2024.
Software and licences consist of NOK 1,037 million
(NOK 894 million) of internally developed intangible assets and NOK
83 million (NOK 168 million) of purchased technological intangible
assets, including technology obtained through business
combinations. Research and development expenditure that do not
meet the criteria for recognition as intangible assets are recognised
as an expense when incurred. The amount of research and
development expenditure recognised in 2025 was NOK 186 million
(NOK 132 million). The research and development expenditure is
mainly related to research and development of the new common
tech platform.
For information on impairment loss on goodwill see Note 16
Impairment assessments. For information regarding depreciation of
right-of-use assets, see Note 19 Leases.
VEND ANNUAL REPORT 2025
NOTES
94
Equipment, | ||||
Buildings and | Plant and | furniture and | ||
Development in net carrying amount in 2025 | land | machinery | similar assets | Total |
As at 1 January | 4 | 4 | 176 | 184 |
Additions | - | 1 | 31 | 31 |
Acquired through business combinations | - | - | - | - |
Disposals | - | - | -25 | -25 |
Disposals on sale of businesses | - | - | -25 | -25 |
Reclassified as held for sale | -3 | -4 | -94 | -101 |
Reclassification | - | - | 13 | 13 |
Depreciation from continuing operations | -1 | -1 | -33 | -35 |
Depreciation from discontinued operations 1) | - | - | -8 | -8 |
Impairment loss from continuing operations | - | - | -1 | -1 |
Foreign exchange differences | - | - | 2 | 2 |
As at 31 December | - | - | 36 | 36 |
-of which accumulated cost | - | 2 | 152 | 155 |
-of which accumulated depreciation and impairment loss | - | -2 | -116 | -118 |
Equipment, | ||||
Buildings and | Plant and | furniture and | ||
Development in net carrying amount in 2024 | land | machinery | similar assets | Total |
As at 1 January | 94 | 109 | 377 | 580 |
Additions | - | 4 | 88 | 92 |
Acquired through business combinations | - | 2 | 9 | 11 |
Disposals on sale of businesses 1) | -85 | -99 | -180 | -364 |
Depreciation from continuing operations | -1 | - | -56 | -57 |
Depreciation from discontinued operations | -5 | -12 | -30 | -47 |
Impairment loss from continuing operations | - | - | -4 | -4 |
Reclassified as held for sale | - | - | -27 | -27 |
As at 31 December | 4 | 4 | 176 | 184 |
-of which accumulated cost | 6 | 29 | 416 | 451 |
-of which accumulated depreciation and impairment loss | -2 | -26 | -239 | -267 |
VEND ANNUAL REPORT 2025
NOTES
95
End of lease | ||
Address | User of the office building | term |
Västra Järnvägsgatan 21, Stockholm | Swedish group companies | 2033 |
Grensen 5-7, Oslo | Finn.no and headquarter functions | 2030 |
Akersgata 55, Oslo | Subleased | 2035 |
VEND ANNUAL REPORT 2025
NOTES
96
Income statement
The following amounts relating to leases are recognised in profit or loss:
2024 (re- | ||
2025 | presented) | |
Expenses related to short-term leases and low value assets | -0 | -1 |
Depreciation of right-of-use assets | -102 | -113 |
Impairment of right-of-use assets | -25 | - |
Interest expense on lease liabilities | -18 | -23 |
Total amount recognised in profit or loss | -145 | -137 |
Statement of financial position
Set out below are the carrying amounts of right-of-use assets and the movements during the period:
Equipment, | |||
Buildings and | furniture and | ||
land | similar assets | Total | |
As at 1 January 2024 | 1,937 | 7 | 1,944 |
Additions | 773 | 2 | 774 |
Acquired through business combinations | 3 | - | 3 |
Disposals on sale of businesses | -1,611 | -4 | -1,615 |
Partial or full termination | -5 | - | -5 |
Depreciation from continuing operations | -111 | -2 | -113 |
Depreciation from discontinued operations | -137 | -2 | -139 |
Foreign exchange differences | -4 | - | -4 |
Reclassified as held for sale | -29 | -3 | -32 |
As at 31 December 2024 | 810 | 2 | 812 |
As at 1 January 2025 | 810 | 2 | 812 |
Additions | 74 | 0 | 75 |
Partial or full termination | -1 | - | -1 |
Reclassified as held for sale | -213 | 0 | -213 |
Depreciation from continuing operations | -100 | -2 | -102 |
Depreciation from discontinued operations | -38 | - | -38 |
Impairment from continuing operations | -25 | - | -25 |
Foreign exchange differences | 20 | 0 | 20 |
As at 31 December 2025 | 528 | 1 | 529 |
VEND ANNUAL REPORT 2025
NOTES
97
Set out below are the carrying amounts of lease liabilities and the
movements during the period:
2025 | 2024 | |
As at 1 January | 861 | 2,237 |
Additions | 77 | 774 |
Acquired through business combinations | - | 3 |
Disposals on sale of businesses | - | -1,824 |
Lease payments | -203 | -351 |
Accretion of interest from continuing operations | 18 | 22 |
Accretion of interest from discontinued | 15 | 33 |
operations | ||
Foreign exchange differences | 19 | -5 |
Reclassified as held for sale | -187 | -28 |
As at 31 December | 600 | 861 |
-of which current | 132 | 150 |
-of which non-current | 469 | 712 |
In 2025, additions reclassified as held for sale comprised NOK 12
million relating to Lendo, MittAnbudt and Prisjakt, and NOK 41 million
relating to Delivery. The remaining additions related to continuing
operations and primarily arose from contract extensions and CPI
adjustments.
In 2024, lease additions primarily arose from sale-and-leaseback
transactions following the disposal of the news media operations. As
a result, right-of-use assets and corresponding lease liabilities
increased by a total of NOK 571 million, mainly relating to
Kungsbrohuset (Västra Järnvägsgatan 21, Stockholm), Akersgata 55
(Oslo) and Toveien 19 (Vestby).
The table below summarises the maturity profile of lease liabilities
based on contractual undiscounted payments:
2025 | 2024 | |
<3 months | 38 | 50 |
3 months to 1 year | 108 | 143 |
1 to 2 years | 119 | 170 |
2 to 5 years | 315 | 397 |
>5 years | 67 | 253 |
Total | 647 | 1,013 |
Statement of cash flows
The following amounts related to leases are recognised in the
statement of cash flows:
2025 | 2024 | |
Net cash flow from operating activities | -33 | -68 |
Net cash flow from financing activities | -168 | -295 |
Total | -201 | -363 |
The principal portion of lease payments are classified as cash flow
from financing activities. The interest portion of lease payments are
classified as cash flow from operating activities together with lease
payments related to short-term and low-value leases.
Future cash outflows to which Vend Marketplaces is
potentially exposed that are not reflected in the lease
liability
Set out below are the potential future lease payments relating to
periods following the exercise date of extension and termination
options that are not included in the lease term:
Between one | More than | ||
and five years | five years | Total | |
Extension options expected | - | 300 | 300 |
not to be exercised | |||
Termination options | 11 | 120 | 131 |
expected to be exercised | |||
Total | 11 | 421 | 431 |
The Group has certain contracts with infinitely recurring renewal
periods that are not included in the table. Yearly payments for such
contracts are NOK 22 million.
Note 20 - Trade receivables and other
non-current and current assets
Non-current | Current | |||
2025 | 2024 | 2025 | 2024 | |
Trade receivables, net (Note 7 | - | - | 459 | 847 |
and Note 21) | ||||
Prepaid expenses | - | - | 31 | 77 |
Income tax receivables | - | - | 66 | 106 |
Loans to joint ventures and associates | - | 2 | 16 | 10 |
Financial derivatives (Note 27) | - | 4 | - | 2 |
Non-derivative financial | - | 18 | - | - |
assets | ||||
Other receivables | 87 | 1 | 203 | 238 |
Inventories | - | - | - | 4 |
Total | 87 | 26 | 776 | 1,285 |
Note 21 - Trade receivables and
contract assets
2025 | 2024 | |
Trade receivables | 503 | 874 |
Contract assets | 102 | 103 |
Less provision for expected credit losses on trade receivables and contract assets | -44 | -27 |
Trade receivables and contract assets | 561 | 950 |
Ageing of trade receivables by due date | 2025 | 2024 |
Not due | 359 | 586 |
Past due 0-45 days | 70 | 208 |
Past due 46-90 days | 14 | 27 |
Past due more than 90 days | 60 | 53 |
Trade receivables | 503 | 874 |
For information regarding receivables transferred from contract
assets, see Note 7 Revenue recognition.
Set out below is the movement in the allowance for expected credit
losses of trade receivables and contract assets:
VEND ANNUAL REPORT 2025
NOTES
98
2025 | 2024 | |
Balance as at 1 January | 27 | 49 |
Provision for expected credit losses | 35 | 37 |
Write-off | -12 | -49 |
Disposals on sale of businesses | -7 | -11 |
Foreign exchange differences | 2 | 1 |
Balance as at 31 December | 44 | 27 |
Vend Marketplaces assesses the loss rates to be applied when
estimating provisions for expected credit losses on a regular basis.
See also Note 27 Financial instruments by category for the
accounting policy for impairment losses on trade receivables and
contract assets.
Valuation | Interest | Interest | ||||
method | held | 2025 | held | 2024 | ||
Aurelia Netherlands Topco B.V | FV PL | level 3 | 13.95% | 16,116 | 13.97% | 21,750 |
Tibber AS | FV PL | level 3 | 13.88% | 363 | 14.04% | 363 |
Firi AS | FV PL | level 3 | 6.80% | 70 | 6.96% | 72 |
FJ Labs (III + Archangel I) | FV PL | level 3 | 2.62% | 58 | 2.62% | 47 |
FirstVet AB | FV PL | level 3 | 1.41% | 9 | 1.41% | 18 |
eEducation Albert AB | FV PL | level 1 | 0.00% | - | 13.15% | 9 |
Other | FV PL | level 3 | 3 | 11 | ||
Equity instruments at fair value through profit or loss | FV PL | 16,620 | 22,272 | |||
Homely AS | FV OCI | level 3 | 17.60% | 50 | 17.60% | 54 |
Videocation.no AS | FV OCI | level 3 | 8.97% | - | 8.97% | 21 |
Dintero AS | FV OCI | level 3 | 6.20% | 13 | 6.20% | 13 |
Other | FV OCI | level 3 | - | 7 | ||
Equity instruments at fair value through OCI | FV OCI | 64 | 94 | |||
Total | 16,684 | 22,365 |
99
The primary source of change to the carrying amount of investments in equity instruments is the investment in Aurelia Netherlands Topco B.V.
received as part of compensation when disposing of the interest in Adevinta ASA as described in Note 4. See below for disclosures related to
valuation of that specific asset. For further information on changes in fair value, see Note 13 Financial income and financial expenses.
In 2025, the Group received capital distribution of NOK 3,883 million (NOK 0 million) from equity instruments.
Fair value measurement of Aurelia Netherlands Topco
B.V.
The voluntary tender offer to acquire all of the shares in Adevinta
ASA (Adevinta) by Aurelia Bidco Norway AS (the offeror) was
completed on 29 May 2024 and Vend sold its 28 per cent ownership
interest previously held in Adevinta. As part of the transaction Vend
acquired a 14 per cent ownership interest in Aurelia Netherlands
Topco B.V., an indirect parent of the offeror.
With a 14 per cent ownership interest, Vend is presumed to not have
significant influence over Aurelia Netherlands Topco B.V., unless
such influence can be clearly demonstrated. When assessing if
significant influence exists, Vend has evaluated relevant facts and
circumstances, including but not limited to the representation on the
Board of Directors and participation in policy-making processes.
Based on the assessment, Vend has concluded that significant
influence is not clearly demonstrated and the investment is
classified as an equity instrument classified as at fair value through
profit or loss (FVPL). The election to classify the investment as FVPL
has a material effect on the accounting treatment of the investment
going forward.
At 31 December 2025, the fair value of Vend’s investment in Aurelia
Netherlands Topco B.V. amounted to NOK 16,116 million (EUR 1,361
million). In 2025, a loss of NOK 1,751 million arising from changes in
the fair value of the investment was recognised in financial costs.
As there no longer is a quoted share price or publicly available
pricing, the valuation needs to be based on unobservable input, and
the fair value measurement is within Level 3. Vend applies a market
approach using comparable trading multiples to estimate the fair
value of Adevinta. The unobservable input reflects the assumptions
Vend believes market participants would use to estimate the exit
price at the measurement date.
The valuation is owned by Vend’s CFO and will be performed by the
Adevinta Ownership Office with support from the M&A department.
The valuation will be presented to the Audit Committee each quarter,
including a discussion on significant assumptions used in the
valuation. As part of ensuring that the valuation model and input
used remain reasonable, the Board of Directors will obtain an
external opinion on the valuation framework of the investment on an
annual basis.
The enterprise value (EV) is estimated based on EV/EBITDA and
EV/EBITDA-CAPEX multiples derived from a group of public peers for
Adevinta. The estimated EV will be adjusted for any identified
premiums or discounts before adjusting for net interest-bearing
debt to calculate the equity value of Vend’s ownership interest.
The valuation requires management to use unobservable inputs in
the model, of which the significant unobservable inputs are
disclosed in the table below. Management regularly assesses a range
of reasonably possible alternatives for those significant
unobservable inputs and determines their impact on the total fair
value. Valuation models that employ significant unobservable inputs
require a higher degree of management judgement and estimation in
the determination of fair value. Management judgement and
estimation are usually required for the selection of the appropriate
valuation model to be used and in identifying the peer group. For a
market-based approach using comparable trading multiples, the
multiples might be in ranges with a different multiple for each
comparable company. The selection of the appropriate multiple
within the range also requires management judgement.
Significant unobservable inputs are developed as follows:
EV/EBITDA and EV/EBITDA-CAPEX multiples: Represent amounts that
market participants would use when pricing the investment. The
multiples are derived from comparable public companies based on
industry, geographic location, size, target markets and other factors
that management considers to be appropriate. The trading multiples
for the comparable companies are determined by dividing the
enterprise value of the company by its EBITDA or EBITDA-CAPEX. The
EV/EBITDA and EV/EBITDA-CAPEX multiples are based on a balanced
and well representative set of public peers, operating within similar
industries and regions as Adevinta and the median multiple of the
peer group is applied in the valuation.
Adjustment for quality of earnings and growth prospects: represents
the discount applied to the comparable market multiples to reflect
differences in Adevinta compared to the applied peer group. The
median valuation multiples derived from the peer group are currently
affected by higher multiples of real estate focused companies, while
Adevinta’s business is skewed towards the automotive industry
whose relevant peers are currently priced at lower valuation
multiples. Further, the applied peer group currently has on average a
higher expected earnings growth, compared to Adevinta. A discount
is applied to reflect the difference in the quality of the earnings and
the difference in expected performance. In future periods, the
adjustment may change based on the development of Adevinta in
comparison to the peer group.
Sensitivity of fair value measurement to changes in unobservable
inputs:
For fair value measurements in Level 3, changing one or more of the
significant unobservable inputs with possible alternative
assumptions would have the following effects on the estimated fair
value of the investment in Adevinta:
Significant | Sensitivity of | ||||
Fair value | unobservable | Value | the input to fair | ||
Valuation technique | (NOK million) | inputs | applied | value | |
Investment in Aurelia Netherlands | Market approach using | 16,116 | EV/EBITDA multiple | 17.44 | -10%/10% |
Topco B.V. (Adevinta) | comparable trading multiples | ||||
EV/ EBITDA-CAPEX | 20.58 | -10%/10% | |||
multiple | |||||
Adjustment for | -15% | -5%/5% | |||
premium/(discount) |
100
An increase or decrease in the EV/EBITDA multiple of 10 per cent
would increase or decrease the fair value by NOK 1,120 million.
Similarly, an increase or decrease in the applied EV/EBITDA-CAPEX
multiple of 10 per cent would increase or decrease the fair value by
NOK 1,186 million. An increase or decrease in the adjustment for
premium or discount of 5 percentage points would decrease or
increase the fair value by NOK 1,357 million. These sensitivities are
quantified assuming that only the relevant input factor is changed,
while keeping other input factors to fair value constant.
Obligation to acquire non- | ||||
controlling interests | Contingent considerations | |||
Development in net carrying amount 2025 | 2024 | 2025 | 2024 | |
As at 1 January | 65 | 217 | 158 | 116 |
Additions | - | - | - | 124 |
Settlement | -37 | - | -34 | -117 |
Change in fair value recognised in equity | 6 | - | - | - |
Change in fair value recognised in Profit (loss) | - | - | 35 | 28 |
Interest expenses | - | - | - | 6 |
Disposals on sale of businesses | - | -154 | - | - |
Foreign exchange differences | - | 1 | - | 1 |
As at 31 December | 34 | 65 | 159 | 158 |
-of which non-current (Note 24) | 34 | 65 | 93 | 124 |
-of which current (Note 24) | - | - | 66 | 34 |
The maturity profile of the financial liabilities | ||||
Maturity within 1 year | - | - | 66 | 34 |
Maturity between 1 and 2 years | 34 | 65 | 93 | 55 |
Maturity between 2 and 5 years | - | - | - | 69 |
101
Non-current | Current | |||
2025 | 2024 | 2025 | 2024 | |
Financial liabilities related to non-controlling interests' put options (Note 23) | 34 | 65 | - | - |
Contingent considerations business combinations (Note 23) | 93 | 124 | 66 | 34 |
Liabilities to joint ventures and associates | 7 | 11 | 17 | 22 |
Trade payables | - | - | 90 | 197 |
Public duties payable | - | - | 301 | 411 |
Accrued salaries and other employment benefits | - | - | 282 | 460 |
Accrued expenses | - | - | 184 | 296 |
Provision for restructuring costs | 16 | 14 | 54 | 176 |
Financial derivatives (Note 5, Note 27) | 0 | 35 | 45 | 59 |
Other liabilities | 47 | 25 | 85 | 112 |
Total | 197 | 274 | 1,125 | 1,768 |
Note 25 - Financial risk management
Capital management and funding
Vend’s financial strategy implies a strong focus on profitability,
innovation and disciplined capital allocation to create long-term
shareholder value. Investing in selective acquisitions may be
considered over time to support value creation. To support the
achievement of these objectives, Vend will maintain a conservative
balance sheet.
Vend targets to maximise the shareholders’ return through long-
term growth in the share price and dividend. The Group’s updated
dividend policy is to place emphasis on paying a progressive annual
dividend amount over time. In addition, free cash flow post dividends
and investments will be returned to shareholders through share
buybacks or extra dividends.
Funding and control of refinancing risk is handled by Group treasury
on the parent company level. Vend has a diversified loan portfolio
both in terms of loan sources and maturity profile, see Note 26
Interest-bearing loans and borrowings. The most important funding
sources are banks and the Norwegian bond market. Vend’s objective
is to maintain an investment grade rated company over time. In June,
Scope Ratings upgraded the issuer rating of Vend Marketplaces ASA
to BBB+ with Stable Outlook, confirming Vend as a solid Investment
Grade company. The financial flexibility is good, and the refinancing
risk is considered as low.
Vend’s Revolving credit loan facility agreement contain a financial
covenant regarding the ratio of net interest-bearing debt (NIBD) to
gross operating profit (EBITDA). The ratio shall normally not exceed
3, but can be reported at higher levels up to three quarters during
the loan period, as long as the ratio stays below 4. According to the
definition of the loan agreement, the ratios were -0.09 as at 31
December 2025 (net cash position) and -1.39 as at 31 December 2024
excluding the effects of lease obligations (IFRS 16).
Available liquidity should at all times be equal to at least 10 per cent
of expected annual revenues. Available liquidity refers to the Group's
cash and cash equivalents and available long-term bank facilities.
The Group's capital consists of net interest-bearing debt and
equity:
2025 | 2024 | |
Non-current interest-bearing loans and | 1,922 | 3,018 |
borrowings | ||
Current interest-bearing loans and borrowings | 322 | - |
Cash and cash equivalents | -2,453 | -5,545 |
Net interest-bearing debt | -210 | -2,527 |
Group equity | 24,536 | 32,504 |
Net gearing (net interest-bearing debt/equity) | -0.01 | -0.08 |
Undrawn long-term bank facilities (Note 26) | 3,553 | 3,539 |
102
2025 | 2024 | ||||
Currency | Amount | NOK | Amount | NOK | |
Forward contracts, sale | SEK | - | - | 450 | 463 |
Forward contracts, sale | DKK | 275 | 434 | 175 | 277 |
Currency | NOK to | ||||
Currency | payment | receive | |||
Cross currency swap | DKK | 117 | Cibor 3 months + margin | 150 | Nibor 3 months + margin |
Amount | Pay | Receive | |
Interest rate swap | 400 | Nibor 3 months + margin | 3.95% |
103
Interest rate swap | 250 | Nibor 3 months + margin | 4.85% |
Interest rate swap | 250 | Nibor 3 months + margin | 4.85% |
Note 26 - Interest-bearing loans and borrowings
Carrying amount | Fair value (1) | ||||||
Non-current interest-bearing liabilities | 2025 | 2024 | 2025 | 2024 | Currency | Coupon | |
Bonds | |||||||
ISIN NO0011157323 | (2021-2026) | - | 1,000 | - | 1,004 | NOK | FRN: Nibor 3 months + 78 bps |
ISIN NO0012484486 | (2022-2027) | 525 | 600 | 532 | 608 | NOK | FRN: Nibor 3 months + 120 bps |
ISIN NO0012484494 | (2022-2029) | 400 | 400 | 393 | 385 | NOK | 3.95% |
ISIN NO0012911306 | (2023-2028) | 500 | 500 | 511 | 510 | NOK | FRN: Nibor 3 months + 145 bps |
ISIN NO0012911231 | (2023-2030) | 500 | 500 | 503 | 496 | NOK | 4.85% |
Total bonds | 1,925 | 3,000 | 1,940 | 3,002 | |||
Bank loans | (3) | (7) | (3) | (7) | |||
Other loans | - | 25 | - | 25 | |||
Total non-current interest-bearing liabilities | 1,922 | 3,018 | 1,936 | 3,020 |
Current interest-bearing liabilities | ||||
Bonds, maturity <1 year | 322 | - | 324 | - |
Total current interest-bearing liabilities | 322 | - | 324 | - |
Total interest-bearing liabilities | 2,244 | 3,018 | 2,260 | 3,020 |
(1) The fair value of exchange-traded bonds is quoted prices, whereas book values are assumed to represent fair value for other loans. Vend has issued two bonds
with fixed interest rates, and both bonds are hedged with interest rate swap agreements implying floating interest rates in practice. The nominal interest rate is not
an expression of the Group’s actual interest cost, as the Group has entered into a cross currency swap.
Contractual amount in NOK million of interest-bearing loans and
borrowings breaks down as follows by currency:
Interest-bearing | ||
liabilities | ||
2025 | 2024 | |
NOK | 2,247 | 3,025 |
Total contractual amount | 2,247 | 3,025 |
Credit facilities
Vend has a long-term multi-currency revolving credit facility of EUR
300 million. The facility was not drawn at the end of 2025. There is a
commitment fee to maintain the facility's availability.
104
Maturity profile interest-bearing liabilities and unutilised credit
facilities (contractual amounts):
Interest-bearing | Unutilised | |||
liabilities | credit facilities | |||
2025 | 2024 | 2025 | 2024 | |
Maturity <3 months | - | - | - | - |
Maturity 3 months-1 year | 322 | - | - | - |
Maturity 1-2 years | 525 | 1,000 | - | - |
Maturity 2-5 years | 1,400 | 1,500 | 3,553 | 3,539 |
Maturity >5 years | - | 525 | - | - |
Total contractual amount | 2,247 | 3,025 | 3,553 | 3,539 |
The Group also holds cash pools and bank accounts with short-term
credit lines. Unutilised credit lines on these accounts are not
included in the table.
Guarantees
The Group had no guarantees outstanding as at 31 December 2025
(2024: NOK 26 million).
105
Financial assets | ||||||
and liabilities | Financial | Equity | Financial | |||
at fair value | assets | instruments | liabilities | |||
through profit | at amortised | at fair value | at amortised | |||
31 December 2025 | Note | (loss) | cost | through OCI | cost | Total |
Equity instruments | 22 | 16,620 | - | 64 | - | 16,684 |
Other non-current assets | 20 | - | 87 | - | - | 87 |
Trade receivables and other current assets | 20,21 | - | 680 | - | - | 680 |
Cash and cash equivalents 1) | - | 2,453 | - | - | 2,453 | |
Total assets | 16,620 | 3,220 | 64 | - | 19,904 | |
Non-current interest-bearing loans and borrowings | 26 | - | - | - | 1,922 | 1,922 |
Other non-current liabilities | 24 | 93 | - | - | 27 | 120 |
Current interest-bearing loans and borrowings | 26 | - | - | - | 322 | 322 |
Lease liabilities | 19 | - | - | - | 600 | 600 |
Other current liabilities | 24 | 112 | - | - | 687 | 799 |
Total liabilities | 204 | - | - | 3,558 | 3,763 |
106
at fair value | at amortised | at fair value | at amortised | |||
through profit | cost | through OCI | cost | |||
(loss) | ||||||
Equity instruments | 22 | 22,272 | - | 94 | - | 22,365 |
Other non-current assets | 20 | 4 | 21 | - | - | 26 |
Trade receivables and other current assets | 20,21 | 2 | 1,097 | - | - | 1,098 |
Cash and cash equivalents 1) | - | 5,545 | - | - | 5,545 | |
Total assets | 22,278 | 6,663 | 94 | - | 29,033 | |
Non-current interest-bearing loans and borrowings | 26 | - | - | - | 3,018 | 3,018 |
Other non-current liabilities | 24 | 160 | - | - | 50 | 210 |
Current interest-bearing loans and borrowings | 26 | - | - | - | - | - |
Lease liabilities | 19 | - | - | - | 861 | 861 |
Other current liabilities | 24 | 93 | - | - | 1,246 | 1,339 |
Total liabilities | 253 | - | - | 5,176 | 5,428 |
1) As at 31 December 2024 Cash and cash equivalents consist of bank deposits and short-term low-risk liquidity funds. The total market value of the funds was NOK
3,830 million.
The fair value of the Group’s financial derivatives:
Assets | Liabilities | |||
2025 | 2024 | 2025 | 2024 | |
Forward contracts | - | 2 | 1 | 4 |
Interest rate and cross currency swaps | - | - | 44 | 90 |
Total return swaps | - | - | - | - |
Other | - | 4 | - | - |
Total | - | 7 | 46 | 95 |
The Group's financial assets and liabilities measured at fair value, analysed by valuation method:
31 December 2025 | Level 1 | Level 2 | Level 3 | Total |
Equity instruments at fair value through profit or loss (Note 22) | - | - | 16,620 | 16,620 |
Equity instruments at fair value through OCI (Note 22) | - | - | 64 | 64 |
Other financial assets at fair value through profit or loss | - | - | - | - |
Financial liabilities at fair value through profit or loss | - | -45 | -159 | -204 |
Financial liabilities for obligations to acquire non-controlling interests | - | - | -34 | -34 |
recognised in equity (Note 23) | ||||
Total financial assets and liabilites at fair value | - | -45 | 16,491 | 16,446 |
31 December 2024 | Level 1 | Level 2 | Level 3 | Total |
Equity instruments at fair value through profit or loss (Note 22) | 9 | - | 22,262 | 22,272 |
Equity instruments at fair value through OCI (Note 22) | - | - | 94 | 94 |
Other financial assets at fair value through profit or loss | - | 7 | - | 7 |
Financial liabilities at fair value through profit or loss | - | -95 | -158 | -253 |
Financial liabilities for obligations to acquire non-controlling interests | - | - | -65 | -65 |
recognised in equity (Note 23) | ||||
Total financial assets and liabilites at fair value | 9 | -88 | 22,133 | 22,055 |
Changes in level 3 instruments:
2025 | 2024 | |
As at 1 January | 22,133 | 427 |
Additions | 2 | -111 |
Disposals | -8 | -8 |
Disposals on sale of businesses | - | 151 |
Capital distribution from investments 1) | -3,883 | - |
Transition from (to) subsidiaries, joint ventures, associates and receivables | - | 15,686 |
Settlements | 71 | 117 |
107
Changes in fair value recognised in equity | - | - |
Changes in fair value recognised in other comprehensive income | -36 | -24 |
Changes in fair value recognised in profit or loss | -1,787 | 5,895 |
As at 31 December | 16,491 | 22,133 |
1) Refers to a cash capital distribution from Adevinta following a refinancing and asset divestments. Vend’s 14 per cent ownership interest remains unchanged.
Number of A-shares / Vend-shares | Number of B-shares | Total number of shares | |||||||
Shares | Treasury | Issued | Shares | Treasury | Issued | Shares | Treasury | Issued | |
outstanding | shares | outstanding | shares | outstanding | shares | ||||
As at 31 December 2023 | 100,538,332 | 2,423,946 | 102,962,278 | 124,679,046 | 3,291,645 | 127,970,691 | 225,217,378 | 5,715,591 | 230,932,969 |
Redemption of treasury shares | - | -2,423,946 | -2,423,946 | -2,614,457 | -2,614,457 | - | -5,038,403 | -5,038,403 | |
New share issuance | - | - | - | 8,030,279 | 8,030,279 | 8,030,279 | - | 8,030,279 | |
Increase in treasury shares | -1,482,499 | 1,482,499 | - | -1,588,526 | 1,588,526 | - | -3,071,025 | 3,071,025 | - |
Decrease in treasury shares | - | - | - | 293,534 | -293,534 | - | 293,534 | -293,534 | - |
As at 31 December 2024 | 99,055,833 | 1,482,499 | 100,538,332 | 131,414,333 | 1,972,180 | 133,386,513 | 230,470,166 | 3,454,679 | 233,924,845 |
Redemption of treasury shares | - | -3,474,219 | -3,474,219 | - | -3,570,206 | -3,570,206 | - | -7,044,425 | -7,044,425 |
New share issuance | - | - | - | - | - | - | - | - | - |
Increase in treasury shares | -3,187,390 | 3,187,390 | - | -15,839,775 | 15,839,775 | - | -19,027,165 | 19,027,165 | - |
Decrease in treasury shares | - | - | - | 263,102 | -263,102 | - | 263,102 | -263,102 | - |
Collapse dual-class share structure | -95,868,443 | -1,195,670 | -97,064,113 | -115,837,660 | -13,978,647 | -129,816,307 | -211,706,103 | -15,174,317 | -226,880,420 |
and creation of Vend shares | 211,706,103 | 15,174,317 | 226,880,420 | 211,706,103 | 15,174,317 | 226,880,420 | |||
Redemption of treasury Vend shares | -14,874,297 | -14,874,297 | - | -14,874,297 | -14,874,297 | ||||
New Vend share issuance | 6,204,568 | - | 6,204,568 | 6,204,568 | - | 6,204,568 | |||
Increase in treasury Vend shares | -1,683,493 | 1,683,493 | - | -1,683,493 | 1,683,493 | - | |||
Decrease in treasury Vend shares | 21,048 | -21,048 | - | 21,048 | -21,048 | - | |||
As at 31 December 2025 | 216,248,226 | 1,962,465 | 218,210,691 | - | - | - | 216,248,226 | 1,962,465 | 218,210,691 |
108
Hedging reserves
Hedging reserves as presented in the statement of changes in equity can be split as follows:
2025 | 2024 | |
Cash flow hedges | - | -4 |
Total hedging reserves | - | -4 |
2025 | 2024 | ||||||||
Group | Location | Non- | Profit (loss) | Accumulated | Dividends | Non- | Profit (loss) | Accumulated | Dividends |
controlling | attributable | NCI | paid to | controlling | attributable | NCI (restated) | paid to | ||
interest (%) | to NCI | NCI | interest (%) | to NCI | NCI | ||||
Finn.no group | Oslo, Norway | - | - | - | - | 0 | 36 | - | - |
Helthjem Netthandel AS | Oslo, Norway | 34.00% | -9 | 14 | - | 34.00% | 1 | 17 | - |
Plick AB | Stockholm, Sweden | - | - | - | - | - | -2 | - | - |
Aftonbladet Hierta AB | Stockholm, Sweden | - | - | - | - | - | 1 | - | -6 |
Podme group | Oslo, Norway | - | - | - | - | - | -5 | - | - |
Autovex | Finland | 8.20% | -2 | 2 | 19.00% | -4 | 1 | ||
Other | - | - | - | -4 | 1 | - | |||
Total | -11 | 16 | - | 23 | 19 | -6 |
2025 | 2024 | |
Cash in acquired companies | - | 91 |
Acquisition cost other current assets | - | 102 |
Acquisition cost non-current assets | - | 253 |
Aggregate acquisition cost assets | - | 446 |
Non-controlling interests and liabilities | - | -181 |
assumed | ||
Contingent consideration deferred | - | -124 |
Contingent consideration paid | 34 | 115 |
Deferred consideration paid | - | 40 |
Fair value of previously held equity interest | - | -8 |
Gross purchase price | 34 | 289 |
Cash in acquired companies | - | -91 |
Acquisition of subsidiaries, net of cash | 34 | 198 |
acquired |
109
Aggregate cash flows arising from losing control of subsidiaries and
businesses:
2025 | 2024 | |
Cash in sold companies | 73 | 349 |
Carrying amount other current assets | 82 | 803 |
Carrying amount non-current assets | 166 | 4,543 |
Aggregate carrying amount assets | 321 | 5,696 |
Equity and liabilities transferred | -95 | -4,389 |
Gain (loss) | 297 | 3,768 |
Gross sales price | 524 | 5,074 |
Cash in sold companies | -73 | -349 |
Non-cash consideration and non-cash items | -25 | -128 |
in gain (loss) | ||
Proceeds from sale of subsidiaries, net of | 425 | 4,597 |
cash sold |
Change in ownership interests in subsidiaries consists of:
2025 | 2024 | |
Increase in ownership interest - from | - | - |
settlement of financial liabilities for obligations to acquire non-controlling interests | ||
Increase in ownership interest - from other transactions | -45 | -9 |
Change in ownership interests in subsidiaries | -45 | -9 |
Changes in liabilities arising from financing activities:
Interest-bearing loans and | Put | Lease liabilities | |
borrowings (Note 26) | obligations | (Note 19) | |
As at 1 January 2025 | 3,018 | 65 | 861 |
Cash flow from financing activities | |||
- Repayment of interest-bearing loans and borrowings | -753 | - | - |
- Payment of principal portion of lease liabilities | - | - | -168 |
- Change in ownership interests in subsidiaries | - | -37 | - |
Non-cash changes | 3 | 6 | 77 |
Business combinations and loss of control | - | - | -15 |
Foreign exchange differences | - | - | 19 |
Reclassified as held for sale | -25 | - | -174 |
As at 31 December 2025 | 2,244 | 34 | 600 |
Put obligations are included in Other non-current liabilities and Other current liabilities in the statement of financial position. See also Note 24
Other non-current and current liabilities and Note 23 Financial liabilities related to business combinations and increases in ownership interests.
Interest-bearing loans and | Put | Lease liabilities | |
borrowings (Note 26) | obligations | (Note 19) | |
(restated) | |||
As at 1 January 2024 | 5,652 | 217 | 2,237 |
Cash flow from financing activities | |||
- New interest-bearing loans and borrowings | 750 | - | - |
- Repayment of interest-bearing loans and borrowings | -3,383 | - | - |
- Payment of principal portion of lease liabilities | - | - | -295 |
Non-cash changes | -8 | 776 | |
Business combinations and loss of control | -4 | -154 | -1,823 |
Foreign exchange differences | 3 | 1 | -5 |
Other | 9 | - | - |
Reclassified as held for sale | - | - | -28 |
As at 31 December 2024 | 3,018 | 65 | 861 |
110
Note 31 - Transactions with related parties
Vend Marketplaces ASA has direct and indirect control of around 90
entities in various parts of the world, at year end. There were many
changes in related entities in 2024 related to the sale of News Media,
followed by the sale of Prisjakt Group in 2025. Directly-owned
subsidiaries are presented in Note 10 Subsidiaries and associates to
the financial statements for the parent company.
Vend has ownership interests in joint ventures and associates, see
Note 5 Investments in joint ventures and associates.
For loans to joint ventures and associates see Note 20 Trade
receivables and other non-current and current assets. For loans from
joint ventures and associates, see Note 24 Other non-current and
current liabilities.
For remuneration to executive management, see Note 8 Personnel
expenses and remuneration.
Remuneration to the Board of Directors earned in 2025 (in NOK 1,000):
Board remuneration | |||||
Board | Committee | from other Group | Total | ||
Members of the Board and Committees: | remuneration | remuneration | companies | remuneration | |
Karl-Christian Agerup, Chairman of the Board and Member of the Compensation Committee. | 1,459 | 113 | - | 1,571 | |
Rune Bjerke, Deputy Chairman of the Board and Chairman of Audit | 1,095 | 253 | - | 1,348 | |
Committee. | |||||
Philippe Vimard, Board member and Member of the Compensation | 890 | 113 | - | 1,002 | |
Committee.* | |||||
Satu Kiiskinen, Board member and Member of the Audit | 736 | 156 | - | 892 | |
Committee.* | |||||
Dr. Ulrike Handel, Board member and Member of the Audit | 890 | 156 | - | 1,046 | |
Committee.* | |||||
Natalia Gennadievna Zharinova, Board member and Chairman of Compensation Committee from April 2024.* | 890 | 171 | - | 1,061 | |
Rolv Erik Ryssdal, Board member from April 2024. | 685 | - | - | 685 | |
Henning Spjelkavik, Employee representative from April 2024. | 443 | 156 | - | 599 | |
Yevgeniya Nättilä, Employee representative from April 2024.* | 492 | - | - | 492 | |
Kamilla Wehrmann, Employee representative from April 2024. | 443 | 113 | - | 555 | |
Total | 8,019 | 1,230 | - | 9,248 |
* Board remuneration includes compensation for travelling hours for directors who do not live in Oslo.
Remuneration of the Nomination Committee
Remuneration to the Chair of the Nomination Committee earned in 2025 was NOK 161,000 and NOK 100,000 to the other members of the
committee.
The fees presented above reflect the fees approved in the Annual General Meeting for the period 2024-2025 and 2025-2026.
111
Note 32 - Auditors' remuneration
Details on fees to the Group’s auditors for the fiscal year 2025 (excl. VAT):
Other | Tax | Other non- | |||
Audit | attestation | advisory | audit | ||
services | services | services | services | Total | |
Vend Group | |||||
PwC | 11 | 3 | - | 2 | 16 |
Other auditors | 2 | - | - | - | 2 |
Total | 13 | 3 | - | 2 | 18 |
- of which continuing operations | 9 | 3 | - | 2 | 14 |
- of which discontinued | 4 | - | - | - | 4 |
operations | |||||
Vend | |||||
Marketplaces | |||||
ASA | |||||
PwC | 4 | 2 | - | 2 | 9 |
Details on fees to the Group’s auditors for the fiscal year 2024 (excl. VAT):
Other | Tax | Other non- | |||
Audit | attestation | advisory | audit | ||
services | services | services | services | Total | |
Vend Group | |||||
PwC | 12 | 3 | - | 5 | 20 |
Other auditors | 2 | - | - | - | 2 |
Total | 14 | 3 | - | 5 | 22 |
- of which continuing operations | 7 | 3 | - | 5 | 15 |
- of which discontinued | 7 | - | - | - | 7 |
operations | |||||
Vend | |||||
Marketplaces | |||||
ASA | |||||
PwC | 2 | 3 | - | 1 | 5 |
112
(NOK million) | 2025 | 2024 |
Assets | ||
Intangible assets | 748 | 732 |
Property, plant and equipment | 115 | 27 |
Right-of-use assets | 228 | 32 |
Investments in joint ventures and associates | 8 | - |
Deferred tax assets | 138 | 115 |
Other non-current assets | 8 | 3 |
Contract assets | 108 | 48 |
Trade receivables and other current assets | 498 | 338 |
Cash and cash equivalents | 22 | 19 |
Assets held for sale | 1,873 | 1,314 |
Liabilities | ||
Deferred tax liabilities | 55 | 34 |
Pension liabilities | 52 | 5 |
Non-current interest-bearing loans and borrowings | 25 | - |
Non-current lease liabilities | 163 | 15 |
Other non-current liabilities | 9 | 1 |
113
Income tax payable | 58 | 10 |
Current lease liabilities | 40 | 13 |
Contract liabilities | 96 | 87 |
Other current liabilities | 532 | 243 |
Liabilities held for sale | 1,029 | 408 |
Net assets directly associated with disposal group | 844 | 906 |
Amounts included in accumulated other comprehensive income: | ||
Foreign currency translation reserve | 76 | 73 |
114
2024 (re- | ||
(NOK million) | 2025 | presented) |
Operating revenues | 3,503 | 6,178 |
Costs of goods and services sold | - | -72 |
Personnel expenses | -1,432 | -2,686 |
Marketing expenses | -525 | -660 |
Other operating expenses | -1,206 | -2,212 |
Gross operating profit (loss) | 340 | 548 |
Depreciation and amortisation | -51 | -402 |
Other income | - | 5 |
Other expenses | -59 | -56 |
Operating profit (loss) | 230 | 95 |
Share of profit (loss) of joint ventures and associates | 5 | -562 |
Financial income | -50 | -40 |
Financial expenses | 19 | -21 |
Profit (loss) before taxes | 205 | -528 |
Income taxes | -18 | -13 |
Profit (loss) after taxes from discontinued operations | 186 | -541 |
Gain on disposal | 298 | 8,826 |
Profit (loss) from discontinued operations | 484 | 8,286 |
Other comprehensive income from discontinued operations | 28 | -1,729 |
Total comprehensive income from discontinued operations | 512 | 6,557 |
Total comprehensive income from discontinued operations attributable to: | ||
Non-controlling interests | -9 | -6 |
Owners of the parent | 484 | 6,563 |
Earnings per share from discontinued operations in NOK: | ||
Basic | 2.24 | 35.91 |
Diluted | 2.24 | 35.80 |
Note 34 - Events after the reporting period
Subsequent to the reporting date, on 15 January 2026, Vend completed the divestment of the skilled trades marketplace Mittanbud, in line with
the agreement announced in December 2025.
On 10 March 2026, Vend completed the divestment of the financial services marketplace Lendo Group (including Lendo, Compricer and
Mybanker), in line with the agreement announced in September 2025.
VEND ANNUAL REPORT 2025
ALTERNATIVE PERFORMANCE MEASURES
115
Definitions and reconciliations
The consolidated financial statements are prepared in accordance
with international financial reporting standards (IFRS). In addition,
management uses certain alternative performance measures (APMs).
The APMs are regularly reviewed by management and their aim is to
enhance stakeholders' understanding of the company's
performance and financial position alongside IFRS measures.
APMs should not be considered as a substitute for, or superior to,
measures of performance in accordance with IFRS.
APMs are calculated consistently over time and are based on
financial data presented in accordance with IFRS and other
operational data as described and reconciled below.
As APMs are not uniformly defined, the APMs set out below might not
be comparable to similarly labelled measures by other companies.
The income statement for previous periods is re-presented,
reflecting the media operations, Adevinta, Lendo Group, Prisjakt
Group, Mittanbud Group and Delivery Group as discontinued for all
reported periods. Affected APMs are re-presented accordingly and
Earnings per share (adjusted) for continuing operations is presented
as an APM.
Measure
Description
Reason for including
EBITDA
EBITDA is earnings before depreciation and
amortisation, other income and other expenses,
impairment, joint ventures and associates, interests
and taxes. The measure equals gross operating
profit (loss).
Shows performance regardless of capital structure, tax
situation and adjusted for income and expenses related
transactions and events not considered by management to
be part of operating activities. Management believes the
measure enables an evaluation of operating performance.
EBITDA margin
Gross operating profit (loss) / Operating revenues
Shows the operations’ performance regardless of capital
structure and tax situation as a ratio to operating revenue.
Reconciliation of EBITDA
2025
2024 (re-
presented)
Gross operating profit (loss)
2,127
1,632
= EBITDA
2,127
1,632
Measure
Description
Reason for including
Allocated
Operating Expenses
Allocated operating expenses represent the share
of costs from centralised Group functions such as
Product & Tech, People & Communications, Finance
or Marketing & Sales. The operating expenses
related to the centralised Group functions are
allocated to the operating segments and included
in the operating segments’ profit or loss (EBITDA) to
reflect the full cost base of each segment.
To enhance cost controlling and transparency of the cost
base, we present allocated operating expenses related to
centralised Group functions separately. Presenting them
separately provides a clearer view of the performance
directly linked to the verticals. Furthermore, this distinction
also enables more effective monitoring of progress on cost
reduction initiatives over time, as centralised functions
remain a key focus area for upcoming cost reduction
initiatives. The cost development in these functions is
monitored centrally, supporting consistency and
accountability across the Group as we execute on
efficiency measures.
2025
Mobility
Real
Estate
Jobs
Recom
-merce
Other/Head
-quarters
Elimi-
nations
Total
Operating revenues
2,537
1,327
1,118
813
546
-24
6,317
Costs of goods and services sold
-130
-45
-43
-371
-6
-
-595
Personnel expenses
-340
-218
-103
-135
-1,023
-
-1,819
Marketing expenses
-139
-109
-23
-78
-52
-
-401
Other operating expenses
-142
-101
-25
-22
-1,109
24
-1,375
EBITDA before allocated OPEX
1,785
854
924
208
-1,644
-
2,127
Allocated operating expenses
-394
-237
-280
-434
1,346
-
-
EBITDA
1,391
616
644
-226
-298
-
2,127
2024
Mobility
Real
Jobs
Recom
Other/Head
Elimi-
Total
VEND ANNUAL REPORT 2025
ALTERNATIVE PERFORMANCE MEASURES
116
Estate
-merce
-quarters
nations
Operating revenues
2,362
1,171
1,220
825
1,279
-472
6,385
Costs of goods and services sold
-118
-47
-78
-382
-2
-
-628
Personnel expenses
-318
-186
-158
-160
-1,384
64
-
2,143
Marketing expenses
-126
-90
-56
-80
-145
10
-488
Other operating expenses
-126
-134
-40
-45
-1,546
398
-
1,494
EBITDA before allocated OPEX
1,674
713
888
158
-1,800
-
1,632
Allocated operating expenses
-449
-274
-341
-449
1,512
-
-
EBITDA
1,225
439
547
-290
-288
-
1,632
Measure
Description
Reason for including
Liquidity reserve
Liquidity reserve is defined as the sum of cash and
cash equivalents and Unutilised drawing rights on
credit facilities.
Management believes that liquidity reserve shows the total
liquidity available for meeting current or future obligations.
Liquidity reserve
2025
2024
Cash and cash equivalents
2,453
5,545
Unutilised drawing rights
3,553
3,539
Liquidity reserve
6,006
9,084
Measure
Description
Reason for including
Net interest-
bearing debt
Net interest-bearing debt is defined as interest-
bearing loans and borrowings less cash and cash
equivalents and cash pool holdings. Interest-
bearing loans and borrowings do not include lease
liabilities.
Management believes that net interest-bearing debt provides
an indicator of the net indebtedness and an indicator of the
overall strength of the statement of financial position. The
use of net interest-bearing debt does not necessarily mean
that the cash and cash equivalent and cash pool holdings are
available to settle all liabilities in this measure.
Net interest-bearing debt
2025
2024
Non-current interest-bearing loans and borrowings
1,922
3,018
Current interest-bearing loans and borrowings
322
-
Cash and cash equivalents
-2,453
-5,545
Net interest-bearing debt
-210
-2,527
Measure
Description
Reason for including
Earnings per share
adjusted (EPS (adj.))
Earnings per share adjusted for items reported as
other income, other expenses, impairment loss, gain
/ loss on disposal of joint ventures and associates,
fair value measurement of total return swap and
gain on loss of control of discontinued operations,
net of any related taxes and non-controlling
interests.
The measure is used for presenting earnings to
shareholders adjusted for income and expenses considered
to have limited predicative value. Management believes the
measure ensures comparability and enables evaluating the
development in earnings to shareholders unaffected by
such items.
Earnings per share - adjusted - total
2025
2024 (re-
presented)
Profit (loss) attributable to owners of the parent
-184
12,957
Impairment loss
66
1,337
Other income
-
-9
Other expenses
285
505
Impairment loss on joint ventures and associates (recognised or reversed)
33
127
Gains (losses) on disposal of joint ventures and associates
-202
10
Gains (losses) from fair value measurement of total return swap
-
-2
VEND ANNUAL REPORT 2025
ALTERNATIVE PERFORMANCE MEASURES
117
Other income and expenses, Impairment loss and gains in discontinued operations
59
51
Gain on disposal of discontinued operations
-298
-8,826
Taxes and Non-controlling interests related to Other income and expenses, Impairment loss and Gains
-63
-133
Profit (loss) attributable to owners of the parent - adjusted
-303
6,016
Earnings per share – adjusted (NOK)
-1.40
26.07
Diluted earnings per share – adjusted (NOK)
-1.40
26.00
Earnings per share - adjusted - continuing operations
2025
2024 (re-
presented)
Profit (loss) attributable to owners of the parent
-184
12,957
-of which continuing operations
-676
4,663
-of which discontinued operations
492
8,294
Profit (loss) attributable to owners of the parent - continuing operations
-676
4,663
Impairment loss
66
1,337
Other income
-
-9
Other expenses
285
505
Impairment loss on joint ventures and associates (recognised or reversed)
33
127
Gains (losses) on disposal of joint ventures and associates
-202
10
Gains (losses) from fair value measurement of total return swap
-
-2
Taxes and Non-controlling interests related to Other income and expenses, Impairment loss and Gains
-63
-121
Profit (loss) attributable to owners of the parent - adjusted
-556
6,510
Earnings per share – adjusted (NOK)
-2.58
28.21
Diluted earnings per share – adjusted (NOK)
-2.57
28.13
Measure
Description
Reason for including
Revenues on a
constant currency
basis
Growth rates on revenue on a foreign exchange
neutral basis are calculated using the same foreign
exchange rates for the period last year and this
year.
Enables comparability of development in revenues over time
excluding the effect of currency fluctuation.
Reconciliation of revenues on a
constant currency basis
Mobility
Real
Estate
Jobs
Recommerc
e
Other/Hea
dquarters
Eliminatio
ns
Total
Revenues 2025
2,537
1,327
1,118
813
584
-62
6,317
Currency effect
-43
-9
1
-7
-5
-1
-63
Revenues adjusted for currency
2,494
1,318
1,119
806
579
-63
6,254
Revenue growth on a constant
currency basis
6%
13%
-8%
-2%
-55%
-87%
-2%
Revenues 2024 (re-presented)
2,362
1,171
1,220
825
1,279
-472
6,385
Currency rates used when converting profit or loss
2025
2024 (re-
presented)
Swedish krona (SEK)
1.0591
1.0171
Danish krone (DKK)
1.5700
1.5585
Euro (EUR)
11.7178
11.6249
VEND ANNUAL REPORT 2025
FINANCIAL STATEMENTS / PARENT
118
Financial statements for parent company
Income statement for the year ended 31 December
(NOK million)
Note
2025
2024
Operating revenues
3
91
292
Other revenues
-
6
Personnel expenses
4
-87
-188
Depreciation and amortisation
5
-3
-21
Other operating expenses
3,6,7
-313
-424
Operating profit (loss)
-312
-336
Financial income
8
5,327
34,616
Financial expenses
8
-907
-548
Net financial items
4,420
34,068
Profit (loss) before taxes
4,108
33,731
Taxes
9
-29
-46
Profit (loss)
4,078
33,685
Statement of financial position as of 31 December
(NOK million)
Note
2025
2024
ASSETS
Deferred tax assets
9
71
95
Intangible assets
5
23
57
Property, plant and equipment
1
3
Investments in subsidiaries
10
17,344
13,581
Investments in joint venture
10
-
44
Other non-current assets
11
14,371
18,789
Non-current assets
31,809
32,568
Current assets
11
271
470
Cash and cash equivalents
12,13
2,311
5,397
Current assets
2,582
5,867
Total assets
34,392
38,435
EQUITY AND LIABILITIES
Share capital
14,15
109
117
Treasury stocks
14
-1
-2
Other paid-in capital
14
7,573
7,645
Retained earnings
14
22,369
26,060
Equity
30,050
33,820
Pension liabilities
16
345
392
Other non-current liabilities
17,18
1,934
3,014
Non-current liabilities
2,279
3,406
Current liabilities
17,18
2,063
1,209
Total equity and liabilities
34,392
38,435
VEND ANNUAL REPORT 2025
FINANCIAL STATEMENTS / PARENT
119
Statement of cash flows for the year ended 31 December
(NOK million)
Note
2025
2024
(restated
1
)
CASH FLOW FROM OPERATING ACTIVITIES
Profit (loss) before taxes
4,108
33,731
Taxes paid
9
-48
-6
Depreciation, amortization and impairment losses
5.8
346
86
Group contributions included in financial income
8
-164
-276
Dividends without cash effect
8
-4,004
-483
Share of loss (profit) of joint ventures and associates
-
-12
Net effect pension liability
16
-30
79
Non-operating gains and losses
26
-33,333
Change in working capital and provisions
11,17
-427
812
Net cash flow from operating activities
-194
598
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of intangible assets and property, plant and equipment
10
32
Change in subsidiaries receivables and liabilities in cash pool
11,17
443
266
Group contributions (net)
-
2,026
Acquisitions of and capital increase in subsidiaries
10
-
-355
Net payment of non-current loans to/from subsidiaries
11
-
-740
Sale of shares and capital decrease in associates
7
19
-
Sale of shares and capital decrease in subsidiaries
10
-
28,881
Proceeds from capital repayment
3,883
-
Proceeds from sale of business
9
-
Net change in other investments
11
-20
38
Net cash flow from investing activities
4,343
30,148
Net cash flow before financing activities
4,150
30,746
CASH FLOW FROM FINANCING ACTIVITIES
Change in subsidiaries receivables and liabilities in cash pool (net)
11.17
1,038
-2,367
New interest-bearing loans and borrowings from group companies
18
-
750
New interest-bearing loans and borrowings to group companies
-133
-
Repayment of other interest-bearing loans and borrowings
17
-753
-3,373
Increase/reduction in Equity
4
-
Dividends received
430
-
Dividends paid
14
-1,008
-20,452
Net purchase (sale of treasury shares)
14
-6,814
-1,012
Net cash flow from financing activities
-7,236
-26,454
Net increase (decrease) in cash and cash equivalents
-3,086
4,292
Cash and cash equivalents as at 1 January
12
5,397
1,105
Cash and cash equivalents as at 31 December
12
2,311
5,397
1)
The 2024 comparative figures have been restated to present the "Change in subsidiaries receivables and liabilities in cash pool" on a gross basis within investing
and financing activities, meaning a reclassification of 2,040m NOK and -2,367m NOK respectively, and incorporating a 327m NOK reclassification from "Changes in
working capital and provisions.
VEND ANNUAL REPORT 2025
FINANCIAL STATEMENTS / PARENT
120
Note 1 - Company information
Marketplaces Group. The financial statements of the holding
company cover the head office activities. Activities at head office
include the Group´s executive management and the corporate and
common functions within finance, HR, legal, M&A, communication,
learning and development.
The financial statements for Vend Marketplaces ASA for the year
2025 were approved by the Board of Directors on 24 March 2026 and
will be proposed to the Annual General Meeting on 30 April 2026.
Note 2 - Material accounting policies
The financial statements for Vend Marketplaces ASA have been
prepared in accordance with the Norwegian Accounting Act and
Generally Accepted Accounting Principles in Norway.
All amounts are in NOK million unless otherwise stated.
Cash and cash equivalents
multi-currency corporate cash pool system. Vend Marketplaces
ASA's funds in the cash pool are classified as Cash and cash
equivalents. The subsidiaries positions in the cash pool are
recognised as receivables and liabilities in Vend Marketplaces ASA's
balance sheet. Liabilities are classified in their entirety as current.
The classification of receivables as current or non-current depends
on agreement with each subsidiary.
Cash and cash equivalents consist of bank deposits and other
monetary instruments with a maturity of three months or less.
Revenue recognition
Revenues are recognised in the period when the services are
rendered.
Classification
An asset or liability is classified as current when it is part of a normal
operating cycle, held primarily for trading purposes, falls due within
12 months or when it consists of cash or cash equivalents on the
statement of financial position date. Other items are classified as
non-current.
Shares
Subsidiaries are all entities controlled, either directly or indirectly, by
Vend Marketplaces ASA. For further information concerning
evaluation whether Vend Marketplaces ASA controls an entity,
please see Note 2 Basis for preparing the financial statements in the
consolidated financial statements.
Shares are classified as investment in subsidiaries from the date
Vend Marketplaces ASA effectively obtains control of the subsidiary
(acquisition date) and until the date Vend Marketplaces ASA ceases
to control the subsidiary.
An associate is an entity that Vend Marketplaces ASA, directly or
indirectly through subsidiaries, has significant influence over.
Significant influence is normally presumed to exist when Vend
Marketplaces controls 20 per cent or more of the voting power of
the investee.
Subsidiaries and associates are recognised according to the cost
method and tested for impairment yearly.
Group contributions and dividends received are recognised as
financial income, provided that it does not represent a repayment of
capital invested. If dividends / group contribution exceeds withheld
profits after the acquisition date, the excess amount represents
repayment of invested capital, and the distribution will be deducted
from the recorded value of the acquisition in the balance sheet.
Property, plant and equipment and intangible assets
Property, plant and equipment and intangible assets are measured at
cost less accumulated depreciation, amortisation and impairment.
Property, plant and equipment and intangible assets with limited
economic lives are depreciated over the expected economic life. An
impairment loss is recognised if the carrying amount exceeds the
recoverable amount. Impairment losses are reversed if the basis for
the impairment is no longer present.
Leases
Leases are classified as either finance leases or operating leases.
Leases that transfer substantially all the risks and rewards incidental
to the asset are classified as finance leases. Other leases are
classified as operating leases. All of the company’s leases are
considered to be operational. Lease payments related to operating
leases are recognised as expenses over the lease term.
Foreign currency
Foreign currency transactions are translated into the functional
currency on initial recognition by using the spot exchange rate at the
date of the transaction. Foreign currency monetary items are
translated with the closing rate at the balance sheet date. Foreign
currency gains and losses are reported in the income statement in
the lines Financial income and Financial expenses, respectively.
Trade receivables
Trade receivables are recognised at nominal value less provision for
expected loss.
Treasury shares
Acquisition and proceeds from sale of treasury shares are accounted
for as equity transactions.
Pension plans
Vend Marketplaces ASA has chosen, in accordance with NRS 6, to use
measurement and presentation principles according to IAS 19R –
Employee Benefits.
The accounting principles for pension are consistent with the
accounting principles for the Group, as described in Note 10 Pension
plans in the consolidated financial statements.
Share-based payment
Vend Marketplaces ASA accounts for share-based payment in
accordance with NRS 15A Share-Based Payment. NRS 15A requires
share-based payments to be accounted for as required by IFRS 2
Share-based Payment. See Note 9 Share-based payment in the
consolidated financial statements for additional information.
Taxes
Tax expense (tax income) comprises current tax payable and
changes to deferred tax assets/liabilities. Deferred tax liabilities and
assets are computed for all temporary differences between the tax
basis and the carrying amount of an asset or liability in the financial
statements and the tax basis of tax losses carried forward. Deferred
tax assets are recognised only when it is probable that the asset will
be utilised against future taxable profit. Taxes payable and deferred
taxes are recognised directly in equity to the extent that they relate
to equity transactions.
Contingent liabilities
Contingent liabilities are recognised when it is more probable than
not that future uncertain events will result in outflow of economic
resources. The best estimate of the amount to be paid is included in
other provisions in the balance sheet. Other obligations, for which no
VEND ANNUAL REPORT 2025
FINANCIAL STATEMENTS / PARENT
121
liability is recognised, are disclosed in notes to the financial
statements.
Dividend
Dividend for the financial year, as proposed by the Board of
Directors, is recognised as a liability as at 31 December.
Statement of cash flows
The statement of cash flows is prepared under the indirect method.
Cash and cash equivalents include cash, bank deposits and cash on
hand.
Note 3 - Transactions with related
parties
Vend Marketplaces ASA has business agreements with companies in
the Group. The pricing of all transactions with Group companies are
based on arm's length principle.
Vend Marketplaces ASA charge their subsidiaries for their share of
costs related to Group services (management fee). In addition,
revenues consist of consultant fees, income from lease of office
premises as well as fees for subsidiaries' participation in programs for
management and organisational development.
2025
2024
Sale of services to Group companies
53
252
Purchase of goods and services from Group
companies
57
191
Note 4 - Personnel expenses
2025
2024
Salaries and wages
53
119
Social security costs
8
31
Net pension expense (Note 16)
7
16
Other personnel expenses
3
9
Share-based payment
15
14
Total personnel expenses
87
188
Number of full time equivalents
-
70
Including trainees
Remuneration to management
See Note 8 Personnel expenses and remuneration and Note 9 Share-
based payment in the consolidated financial statements for
information concerning remuneration to management and share-
based payment.
Note 5 - Intangible assets
Software
and
licences
Other
intangible
assets
Trademarks
Projects in
progress
Total
Acquisition cost as at 1 January
51
89
-
9
149
Additions
-
-
7
2
9
Disposals
-43
-89
-
-
-132
Acquisition cost as at 31 December
8
-
7
11
26
Accumulated amortisation as at 1 January
-42
-51
-
-
-93
Amortisation
-3
-
-
-
-3
Disposals
42
51
-
-
92
Accumulated depreciation as at 31 December
-3
-
-
-
-3
As at 31 December
4
-
7
11
23
Note 6 - Other operating expenses
2025
2024
Rent and maintenance
-
8
Office and administrative expenses
30
28
Restructuring costs
21
65
Professional fees
236
312
Travel, meetings and marketing
27
12
Total operating expenses
313
424
Fees payable to the Company’s auditors for the audit of the parent
company financial statements are disclosed in Note 32 of the
consolidated financial statements.
Note 7 - Lease agreements
Vend marketplaces ASA has lease obligations related to off-balance
sheet operating assets. The net present value on these agreements
amounts to around NOK 533 (2024: 593 million). For more
information, please see Note 19 Leases to the consolidated financial
statements.
Rental expenses were NOK 6 million in 2025 and NOK 18 million in
2024. The most significant leases relate to lease of office premises
and software/IT-services. For more details on lease of office
premises, see Note 19 Leases to the consolidated financial
statements.
VEND ANNUAL REPORT 2025
FINANCIAL STATEMENTS / PARENT
122
Note 8 - Financial items
Financial income consists of:
2025
2024
Interest income
510
583
Interest income cash pool
32
109
Group contributions received
164
276
Dividends from subsidiaries
4,004
483
Dividends from associates
370
-
Foreign exchange gain (agio)
200
32
Gains on sales of associates
-
31,505
Gains on sales of subsidiaries
-
1,583
Gain from realised total return swaps
46
30
Other financial income
1
14
Total
5,327
34,616
Financial expenses consist of:
2025
2024
Interest expenses
338
439
Interest expenses on pension plans (Note 16)
13
11
Fair value listed shares (loss)
6
26
Loss on sales of subsidiaries
-
-
Loss on sales of associates
26
-
Loss on sales of other investments
3
-
Foreign exchange loss (disagio)
170
7
Impairment of investments in subsidiaries
344
40
Impairment of investments in JV and
associate
-
12
Other financial expenses
8
14
Total
907
548
Interest expenses relate to bonds and bank loans, as well as financial
derivatives.
All material foreign exchange gains and losses relate to financial
derivatives, loans and bank balances. See Note 17 Non-current and
current liabilities for further details. Foreign exchange gains must be
seen in connection with foreign exchange losses.
Vend Marketplaces ASA undertake treasury operations to offset
currency exposure for the Group as a result of foreign investments.
Note 9 - Income taxes
Set out below is a specification of the difference between profit
before taxes and taxable income of the year:
2025
2024
Profit (loss) before taxes
4,108
33,731
Dividends and tax-free group contributions
received
-4,168
-759
Other permanent differences
188
-33,019
Change in temporary differences
-108
61
Net interest deduction
-
-
Effect of unrecognised actuarial gain (loss) in
the pension liability
17
18
Taxable income
37
32
Tax rate
22%
22%
Taxes payable and taxes charged to expenses are calculated as:
2025
2024
Calculated taxes payable
-
7
Change in net deferred tax asset
32
-2
Tax related to unrecognised actuarial gain
(loss) in the pension liability
-4
-4
Tax expense related to prior years
1
46
Tax expense
29
46
Effective tax rate is a result of:
2025
2024
Profit (loss) before taxes
4,108
33,731
Tax charged based on nominal rate
904
7,421
Tax effect permanent differences
-876
-7,431
Tax effect related to prior years
1
57
Effect from received group contribution
without tax effect
-
-
Taxes
29
46
The net deferred tax liability (asset) consists of the following:
2025
2024
Temporary differences related to:
Property, plant and equipment
2
4
Pension liabilities
-345
-392
Other current liabilities
20
-43
Net interest carried forward
-
-
Total basis for deferred tax liability (asset)
-323
-431
Tax rate
22%
22%
Net deferred tax liability (asset) with
applicable year's tax rate
-71
-95
Net deferred tax liability (asset)
-71
-95
Note 10 - Subsidiaries and associates
Vend Marketplaces ASA is the ultimate parent company in the Vend Marketplaces Group with operations worldwide. For more information about
these operations, see Note 6 Operating segments in the consolidated financial statements.
Shares in subsidiaries directly owned by Vend Marketplaces ASA:
Ownership and
voting share
Location
Carrying amount
2025
Carrying amount
2024
Schibsted Tillväxtmedier AB
100%
Stockholm, Sweden
656
656
Schibsted Sverige AB
100%
Stockholm, Sweden
-
187
VEND ANNUAL REPORT 2025
FINANCIAL STATEMENTS / PARENT
123
Schibsted Nordic Marketplaces AS
100%
Oslo, Norway
-
10,777
Schibsted Enterprise Technology AB
100%
Stockholm, Sweden
-
12
Schibsted Product & Technology AS
100%
Oslo, Norway
-
354
Schibsted Nova AS
100%
Oslo, Norway
-
13
Lendo Topco AS
100%
Oslo, Norway
1,100
1,344
Schibsted Delivery AS
100%
Oslo, Norway
141
141
Mittanbud Marketplaces AS
100%
Oslo, Norway
215
82
Schibsted Vekst
100%
Oslo, Norway
-
15
Vend Marketplaces AS
100%
Oslo, Norway
15,231
-
Total
17,344
13,581
2025
1. The increased carrying amount of vend Marketplaces AS (Finn.no AS) is due to mergers with subsidiaries.
2. The decreased carrying amount of Schibsted Nova AS, Schibsted Nordic Marketplaces AS and Schibsted Vekst AS is due the demerger of the
companies.
3. The increased carrying amount of Mittanbud Marketplaces AS is due to capital increase.
Investment in joint venture:
Investments in joint venture
Ownership and
voting share
Location
Carrying amount
Carrying amount
Elton Mobity AS
0%
Oslo, Norway
-
44
Total
-
44
Elton Mobility AS was sold during in 2025.
Note 11 - Non-current and current receivables
Non-current
Current
2025
2024
2025
2024
Group companies' liabilities in cash pool
-
-
-
-
Other receivables from Group companies
2,555
3,104
248
445
Other receivables
38
14
23
23
Financial derivatives
-
-
-
2
Publicly listed stocks
11,779
15,671
-
-
Total
14,371
18,789
271
470
The other receivables from group companies in 2025 consisted of internal bank to group companies and of loans to Lendo Topco AS (100 per
cent owned by Vend Marketplaces ASA), Schibsted Denmark Holdco ApS and AV Bidco AS (both owned 100 per cent owned by Vend
Marketplaces AS).
In 2025, the company received a capital distribution of 3 883 million NOK from Adevinta.
Note 12 - Cash and cash equivalents
2025
2024
Net assets in cash pool Danske Bank
365
1,462
Net assets in cash pool DNB
285
89
Funds
1,643
3,830
Net assets outside the cash pool
18
16
Total Cash and cash equivalents
2,311
5,397
Vend Marketplaces ASA has a multi-currency cash pool with
Danske Bank, in which almost all the Vend subsidiaries are
included. The cash pool has been established to optimize liquidity
management for Vend. Vend Marketplaces ASA also has a NOK
cash pool with DNB.
The Group has an overdraft facility of NOK 400 million linked to the
cash pool with Danske Bank. At year-end 2025 the facility was not
drawn.
Payroll withholding tax is not restricted cash as Vend
Marketplaces ASA holds a tax guarantee for the purpose, see Note
13 Guarantees for further details.
Note 13 - Guarantees
2025
2024
Guarantees on behalf of Group companies
166
161
Total
166
161
A guarantee of up to NOK 166 million to Danske Bank is included in
guarantees on behalf of Group companies. This amount primarily
relates to guarantees for tax withholdings.
VEND ANNUAL REPORT 2025
FINANCIAL STATEMENTS / PARENT
124
In addition to the guarantee amount above, Vend Marketplaces
ASA has issued parent company guarantees as security for
payments on the main office rental agreements entered into by
other Group companies. The net present value on these
agreements amounts to around NOK 533 million. For more
information please see note 19 (Vend Marketplaces Group). No
amounts from parent guarantees related to office lease
agreements are included in the table above.
Note 14 - Equity
Share
capital
Treasury
shares
Other paid-
in capital
Retained
earnings
Total
Equity as at 31 December 2024
117
-2
7,645
26,060
33,820
Change in share capital
-8
11
-
-
3
Change in treasury shares
-
-10
4
-6,763
-6,769
Share-based payment
-
-
-76
-
-76
Unrecognised actuarial gain (loss) in pension plans
-
-
-
13
13
Prior year dividend adjustment
-
-
7
7
Extra dividends paid
-
-
-
-500
-500
Dividend
-
-
-
-527
-527
Profit (loss)
-
-
-
4,078
4,078
Equity as at 31 December 2025
109
-1
7,573
22,369
30,050
As at 31 December 2025, Vend Marketplaces ASA's share capital amounted to NOK 109,105,345.50, divided into 218,210,691 shares, each with a
nominal value of NOK 0.50.
During the financial year 2025, the Company implemented changes to its capital structure following a simplification of its share classes. All
previously existing A shares and B shares were consolidated into a single class of shares, designated as Vend shares.
As part of this process, the share capital was reduced through the cancellation of 3,474,219 of the Company’s own A shares and 18,444,503 B
shares. Subsequent to the capital reduction, the share capital was increased through the issuance of 6,204,568 new Vend shares.
As at 31 December 2025, the Company held 1,962,465 treasury shares.
For further information regarding the number of shares and capital changes during the year, reference is made to Note 28 Equity in the
consolidated financial statements.
Note 15 - Shareholder structure
The 20 largest shareholders as at 31 December 2025:
Number of
shares
% of issued
capital
Blommenholm Industrier AS
43,167,130
19.8%
Folketrygdfondet
20,761,135
9.5%
DNB Asset Management AS
10,540,306
4.8%
HMI Capital Management, L.P.
7,048,045
3.2%
The Vanguard Group, Inc.
6,158,171
2.8%
Storebrand Kapitalforvaltning AS
5,580,930
2.6%
KLP Kapitalforvaltning AS
5,245,779
2.4%
ODIN Forvaltning AS
4,568,378
2.1%
Novo Holdings A/S
4,056,053
1.9%
BlackRock Institutional Trust Company, N.A.
3,949,780
1.8%
Nordea Funds Oy
3,647,680
1.7%
Eika Kapitalforvaltning AS
3,616,579
1.7%
Polaris Media ASA
3,218,304
1.5%
Reade Street Capital Management
2,736,228
1.3%
Baillie Gifford & Co.
2,417,713
1.1%
Fondsfinans Kapitalforvaltning AS
2,348,247
1.1%
Alfred Berg Kapitalforvaltning AS
2,291,074
1.0%
Farallon Capital Management, L.L.C.
2,263,304
1.0%
Parametric Portfolio Associates LLC
2,249,619
1.0%
Alecta pensionsförsäkring, ömsesidigt
2,248,500
1.0%
VEND ANNUAL REPORT 2025
FINANCIAL STATEMENTS / PARENT
125
The list of shareholders is based on the public VPS list. For further information regarding the underlying ownership, see the chapter Share
information in Vend Marketplaces' annual report.
Number of shares owned by the Board of Directors and the Group Management:
Total number
of shares
Karl-Christian Agerup (Chairman of the Board)
1)
-
Ramali AS (Karl-Christian Agerup)
8,284
Rune Bjerke (Deputy Chairman of the Board)
8,522
Philippe Vimard (Member of the Board)
17,590
Satu Kiiskinen (Member of the Board)
1,000
Ulrike Handel (Member of the Board)
1,000
Natalia Gennadievna Zharinova (Member of the Board)
4,771
Rolv Erik Ryssdal (Member of the Board)
9,823
Yevgeniya Nättilä (Member of the Board)
241
Henning Spjelkavik (Member of the Board)
2,717
Kamilla Wehrmann (Member of the Board)
51
Max Salmi (Deputy Member of the Board)
55
Christian Printzell Halvorsen
52,182
Per Christian Mørland
24,711
Robin Suwe
16,655
Eddie Sjølie
13,575
Kjersti Høklingen
14,639
Cathrine Laksfoss
16,900
Yale Varty
13,789
Maria Sandgren
6,883
Antonia Brandberg Björk
8,703
Total Board of Directors and Group Management
114,205
1)
Karl-Christian Agerup’s related party, Wenche Marie Agerup, owns 1,850 shares at the end of the year.
The total number of issued shares in Vend Marketplaces ASA is 218 210 691 as at 31 December 2025. The number of shareholders as at 31
December 2025 is 10,129 (10,461 in 2024). Foreign ownership is 44% per cent (10,00 per cent in 2024). See Note 28 Equity to the consolidated
financial statements for more information regarding number of shares.
The Chairman of the Board, Karl-Christian Agerup, is a member of the Board in Ramali AS.
Note 16 - Pension plans
The company is obliged to have an occupational pension scheme in accordance with the Act on Mandatory Company Pensions (“Lov om
obligatorisk tjeneste- pensjon”). The company’s pension scheme meets the requirements of the Act.
As at 31 December 2025 the company’s pension plans had 25 members (25 as of 31 December 2024). Note 10 Pension Plans to the consolidated
financial statements contains further description of the pension plans and the principal assumptions applied.
Amounts recognised in profit or loss:
2025
2024
Current service cost
3
8
Recognised past service cost
-
12
Net interest on the net defined benefit liability
13
11
Net pension expense - defined benefit plans
16
31
Pension expense defined contribution plans
4
6
Pension expense multi-employer defined benefit plans accounted for as defined contribution plans
1
2
Net pension expense
20
39
-of which included in Profit or loss - Personnel expenses (Note 4)
7
16
VEND ANNUAL REPORT 2025
FINANCIAL STATEMENTS / PARENT
126
-of which included in Profit or loss - Financial income (Note 8)
-
12
-of which included in Profit or loss - Financial expenses (Note 8)
13
11
Amounts recognised in the balance sheet:
2025
2024
Present value of funded defined benefit liabilities
-
26
Fair value of plan assets
-
-21
Present value (net of plan assets) of funded defined benefit liabilities
-
5
Present value of unfunded defined benefit liabilities
345
387
Present value (net of plan assets) of unfunded defined benefit liabilities
345
387
Net pension liabilities
345
392
Social security tax included in present value of defined benefit liabilities
41
46
Changes in pension liabilities:
2025
2024
As at 1 January
392
331
Net pension expense
16
31
Contributions / benefits paid
-20
-24
Impact of acquisition/disposals
-25
71
Unrecognised actuarial gain (loss) recognised in equity (incl. tax)
-17
-18
As at 31 December
345
392
New measurement of defined benefit obligation includes:
2025
2024
Actuarial gains and losses arising from changes in financial assumptions
-9
-17
Other effects of remeasurement (experience deviation)
-23
-4
Remeasurement of defined benefit liabilities
-32
-21
Note 17 - Non-current and current liabilities
The non-current liabilities to Group companies consist of a loan from Plick AB.
Non-current
Current
2025
2024
2025
2024
Restructuring liability, non-current
3
3
-
-
Liabilities to credit institutions (Note 18)
-
-
-
-
Bond issues (Note 18)
1,923
2,993
320
-
Financial derivatives
2
4
35
71
Dividends accrued
-
-
527
515
Group companies' receivables in cash pool
-
-
285
89
Other liabilities to Group companies
-11
-3
23
309
Other liabilities
17
17
871
225
Total
1,934
3,014
2,063
1,209
Note 18 - Financial risk management
and interest-bearing borrowings
Financial risk management
Funding and control of refinancing risk is handled by Group Treasury
in Vend Marketplaces ASA. Vend has a diversified loan portfolio both
in terms of loan sources and maturity profile. The most important
funding sources are the Norwegian bond market and banks.
For management of interest rate risk and currency risk, see Note 25
Financial risk management in the consolidated financial statements.
Interest-bearing borrowings, composition and maturity profile:
Non-current
Current
2025
2024
2025
2024
Bonds issued
1,930
3,000
1,001
-
Bank loans
-7
-7
-
-
VEND ANNUAL REPORT 2025
FINANCIAL STATEMENTS / PARENT
127
Total carrying amounts
1,923
2,993
1,001
-
For more details on bond issues, bank loans and credit facilities, see
Note 26 Interest-bearing loans and borrowings to the consolidated
financial statements.
Declaration by the Board of Directors and CEO
We confirm that, to the best of our knowledge, the financial statements for the period from 1 January to 31 December 2025 have been prepared
in accordance with applicable accounting standards and give a true and fair view of assets, liabilities, financial position and profit or loss of the
Company and the Group taken as a whole and that the Board of Directors' report includes a fair review of the development and performance of
the business and the position of the Company and the Group taken as a whole, together with a description of the principal risks and
uncertainties that they face.
We also confirm that, to the best of our knowledge, the Sustainability Statement has been prepared in accordance with the information
requirements of the Norwegian Accounting Act, European Reporting Standards (ESRS) and EU taxonomy (Article 8 of EU Regulation 2020/852).
Oslo, 24 March 2026
Vend Marketplaces ASA’s Board of Directors
/s/ Karl-Christian Agerup
Board Chair
/s/ Rune Bjerke
Deputy Board Chair
/s/ Dr. Ulrike Handel
Board member
/s/ Satu Kiiskinen
Board member
/s/ Yevgeniya Nättilä
Board member
/s/ Rolv Erik Ryssdal
Board member
/s/ Henning Spjelkavik
Board member
/s/ Natalia Gennadievna
Zharinova
Board member
/s/ Philippe Vimard
Board member
/s/ Kamilla Wehrmann
Board member
/s/ Christian Printzell Halvorsen
CEO
VEND ANNUAL REPORT 2025
SHARE INFORMATION
136
Share information
Vend is listed on Euronext Oslo Børs, and our aim is that our shares
should be perceived as an attractive investment. A competitive
return should be based on a sound financial position and be ensured
through long-term growth in the share price and dividends. The
company’s share price should reflect the company's long-term value
creation.
Following a resolution at the Extraordinary General Meeting on 22
October 2025, Vend simplified its capital and governance structure
by moving to a single share class, effective 28 October 2025. This
change concluded the dual-class structure that had been in place
since 1 June 2015.
Shareholders
2025
2024
Number of registered shareholders at year-end (for 2024: SCHA and SCHB)
10,129
10,461
Share of non-Norwegian shareholders at year-end (for 2024: SCHA and SCHB)
44%
44%
Average daily trading volume (for 2024: SCHA / SCHB)
329k
167k / 160k
Average daily trading value (for 2024: SCHA / SCHB)
NOK 102m
NOK 55m / NOK 50m
31 December 2025
31 December 2024
Norway
55.9%
55.9%
USA
14.7%
15.1%
UK
13.7%
13.1%
Ireland
3.0%
3.2%
Luxembourg
2.4%
1.8%
The data in the table above is based on data from Euronext Oslo Børs and Euronext Services (VPS). Vend conducts a quarterly analysis of
shareholders registered at nominee accounts. A list of Vend’s shareholders including those registered at nominee accounts is presented below.
The list is updated as at 16 January 2026.
Rank
Name
Number of
shares
% of issued
capital
1
Blommenholm Industrier AS
43,167,130
19.8%
2
Folketrygdfondet
20,761,135
9.5%
3
DNB Asset Management AS
10,540,306
4.8%
4
HMI Capital Management, L.P
7,048,045
3.2%
5
The Vanguard Group, Inc.
6,158,171
2.8%
6
Storebrand Kapitalforvaltning AS
5,580,930
2.6%
7
KLP Kapitalforvaltning AS
5,245,779
2.4%
8
ODIN Forvaltning AS
4,568,378
2.1%
9
Novo Holdings A/S
4,056,053
1.9%
10
BlackRock Institutional Trust Company, N.A.
3,949,780
1.8%
11
Nordea Funds Oy
3,647,680
1.7%
12
Eika Kapitalforvaltning AS
3,616,579
1.7%
13
Polaris Media ASA
3,218,304
1.5%
14
Reade Street Capital Management
2,736,228
1.3%
15
Baillie Gifford & Co.
2,417,713
1.1%
16
Fondsfinans Kapitalforvaltning AS
2,348,247
1.1%
17
Alfred Berg Kapitalforvaltning AS
2,291,074
1.0%
18
Farallon Capital Management, L.L.C.
2,263,304
1.0%
19
Parametric Portfolio Associates LLC
2,249,619
1.0%
20
Alecta pensionsförsäkring, ömsesidigt
2,248,500
1.0%
The shareholder identification data is provided by Nasdaq OMX. The
data is obtained through an analysis of beneficial ownership and
fund manager information provided in replies to disclosure of
ownership notices issued to all custodians on the Vend share
register. Whilst every reasonable effort is made to verify all data,
neither Nasdaq OMX nor Vend can guarantee the accuracy of the
analysis. For an overview of the 20 largest shareholders at year-end
VEND ANNUAL REPORT 2025
SHARE INFORMATION
137
2025 from Euronext Services (VPS), refer to the annual accounts,
Note 15 Shareholder structure.
Dividend and buyback of shares
Distribution of dividend and opportunity to buy back shares are
regarded as suitable ways to adapt the capital structure. The Group’s
dividend policy is to place emphasis on paying a progressive annual
dividend amount over time. The Annual General Meeting approves
the annual dividend based on the Board’s recommendation. Any
surplus cash post dividends and selective acquisitions to create
shareholder value will be returned to shareholders over time.
The Board of Directors has decided to propose to the Annual General
Meeting on 30 April 2026 to pay a dividend for 2025 of NOK 2.50 per
share. Subject to the decision of the Annual General Meeting, the
dividend will be paid on 12 May 2026 to those registered as
shareholders on the date of the Annual General Meeting.
To allow flexibility in its capital allocation strategy, authorisations
empowering the Board to increase the share capital by issuing shares
and to buy back shares were granted by the Extraordinary General
Meeting on 22 October 2025. Please see Section 3 under Statement
of Corporate Governance for further details.
On 9 September 2024, Vend launched the first tranche of a two-
tranche share buyback programme, targeting buybacks of up to NOK
2 billion split equally between A- and B-shares. The programme was
completed 25 February 2025 following the buyback of 2,920,219 A-
shares and 3,090,053 B-shares.
The second trance of the programme was announced 10 March 2025.
It was terminated on 11 June 2025, as the intention to launch an offer
to buy back up to approximately 13.5 million own shares in a tender
offer was announced. Through the second tranche of the
programme, Vend bought back in total 2,592,000 shares with a
transaction value of NOK 788,021,648.
On 17 June 2025, Vend announced the result of the tender offer to
buy back 13.5 million shares at a fixed price of NOK 359.84 per A-
share and 343.72 per B-share. The offer resulted in the buyback of
482,670 A-shares and 13,013,248 B-shares, corresponding to a total
of 13,495,918 shares. The total value of the buyback was NOK
4,646,291,653.
On 12 November 2025, Vend announced the initiation of another
share buyback programme covering up to a maximum value of NOK 2
billion. The buyback programme commenced on 25 November 2025,
and is planned to be finalised within 23 June 2026. As at 6 March
2026, 5,732,927 shares were bought back under the programme,
equalling buybacks of NOK 1,510,767,923.
Shareholder structure
Vend’s shares are freely marketable. According to section 6 of the
Articles of Association, no shareholder may own or exercise voting
rights for more than 30 per cent of the shares represented at the
General Meeting.
Any shareholder owning 25 per cent or more of Vend’s shares is
entitled to appoint one director directly. At this date, no shareholder
holds this right.
Return
The Vend shares are listed on Euronext Oslo Børs with the ticker code
VEND
Vend is covered by sell-side analysts in Scandinavia and London. At
year-end 2025, 17 brokers, nine of them based outside Scandinavia,
officially covered the Vend share.
In 2025, the Vend share produced a total return for shareholders
including reinvested cash dividends of approximately -15 per cent.
By comparison, the Oslo Stock Exchange Benchmark Index (OSEBX)
produced a return of 18 per cent.
Share price development for Vend can be accessed at
https://vend.com/ir/ or https://live.euronext.com.
