Verve Publishes Bond Prospectus and Applies for Listing of the Bonds on Nasdaq Stockholm

3 September 2024 – Verve Group SE ("Verve" or the "Company", ISIN: SE0018538068; ticker: VER / M8G) a fast-growing, profitable digital media company that provides AI-driven advertising-software solutions, has on 15 July 2024, as announced by the Company on 2 July 2024, issued subsequent bonds (the “Subsequent Bonds”) in an amount of EUR 65 million under the Company’s existing senior secured floating rate bond framework of a maximum EUR 300 million 2022/2026 with ISIN SE0018042277 (the “Bonds”) following a bookbuilding procedure to qualified investors. The outstanding amount under the Bonds, after the issuance of the Subsequent Bonds, is EUR 240 million. Verve will apply for listing of the Subsequent Bonds on the Corporate Bond List on Nasdaq Stockholm (regulated market) and has in connection thereof prepared a prospectus which today has been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the "SFSA") and published by the Company. The first day of trading of the Subsequent Bonds is expected to be on or about 5 September 2024.

The Company has, in connection with the application for the listing, prepared a prospectus which today has been approved by the SFSA in accordance with the Prospectus Regulation. The SFSA only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of Verve or as an endorsement of the quality of the securities that are the subject of the prospectus and does not indicate that the SFSA guarantees that the facts in the prospectus are correct or complete.

The prospectus will be available on the Company's website (https://investors.verve.com/investor-relations/bonds/) and on the SFSA's website (https://fi.se/sv/vara-register/prospektregistret/).

Responsible parties

The information in this release has been made public through the agency of the responsible persons at MGI set out below for publication at the time stated by MGI's news distributor EQS Newswire at the publication of this release. The responsible persons below may be contacted for further information.

For further information, please contact:

Sören Barz ​
​Head of Investor Relations ​
​+49 170 376 9571 ​
​soeren.barz@verve.com ​
​www.investors.verve.com

About Verve

Verve ("Verve" or the "Company", ISIN: SE0018538068; ticker: VER / M8G) is a fast-growing, profitable digital media company that provides AI-driven ad-software solutions. Verve matches global advertiser demand with publisher ad-supply, enhancing results through first-party data from its own content. Aligned with our mission, “Let’s make media better,” the company focuses on enabling better outcomes for brands, agencies, and publishers with responsible advertising solutions, with an emphasis on emerging media channels. Verve’s main operational presence is in North America and Europe, and it is registered as a Societas Europaea in Sweden (registration number 517100-0143). Its shares are listed on the Nasdaq First North Premier Growth Market in Stockholm and the Scale segment of the Frankfurt Stock Exchange. The company has two secured bonds listed on Nasdaq Stockholm and the Frankfurt Stock Exchange Open Market. Verve's certified advisor on the Nasdaq First North Premier Growth Market is FNCA Sweden AB; contact info: info@fnca.se.

Forward-looking statements

This release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this release, including the pro-forma financial figures addressed therein, are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements and pro-forma financial numbers are reasonable it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this release (including the pro-forma financial figures) are free from errors and readers of this release should not place undue reliance on the forward-looking statements in this release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this release, unless it is so required by law or applicable stock exchange rules.