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Verve Group SE Places €500M New Senior Unsecured Bonds and Announces Early Redemption of 2026 and 2027 Bonds - Driving Significant Interest Cost Reduction

06 March 2025 – Verve Group SE (“Verve” or the “Company”, ISIN: SE0018538068; ticker: VER / M8G) has successfully placed new senior unsecured floating rate callable bonds (ISIN SE0023848429) in the amount of €500 million under a framework of €650 million (the “Bonds” or the “Bond Issue”) following an exceptionally strong bookbuilding process.

The transaction saw significant demand from top-tier institutional investors primarily in Europe and the United States, reinforcing market confidence in Verve’s strong business fundamentals and growth strategy. The Bonds will have a 4-year tenor and carry a floating rate coupon of 3-months EURIBOR plus 4.00 percent per annum, substantially lowering Verve’s financing costs compared to the 2026 and 2027 bonds. This refinancing results in annual interest cost savings of around €12.5 million, immediately increasing free cash flow, further strengthening financial flexibility, and providing additional capacity for expansion and deleveraging.

Proceeds from the Bond Issue will be used to fully redeem the Company’s outstanding 2026 bonds and 2027 bonds (together the “Existing Bonds”), as well as for general corporate purposes of the Company. The Existing Bonds will be redeemed at a redemption price of 102.344% and 103.625% of their nominal amounts, respectively, together with accrued but unpaid interest up to (and including) the redemption date. The redemption date for the Existing Bonds will be 10 April 2025 and the record date will be 3 April 2025. Both redemptions are conditional upon the Bonds being issued by the record date for the redemption. A notice of early redemption will be sent to directly registered owners of the Existing Bonds as of 6 March 2025.

Christian Duus, CFO of Verve: “Following the publication of our strong Q4 and full year 2024 numbers, we are happy to now be able to place a new €500m bond with substantially lower interest rate reducing the weighted margin by approximately 2.73 percent, which in turn will lead to additional free cash flows and increased earnings per share. I would like to thank all existing as well as new bondholders for their support of Verve. We are continuing to deliver on our strategy with focus on organic growth and further strengthening our unique proposition to customers and partners.”

Settlement for the issue of the Bonds is expected to occur on 1 April 2025. The Company intends to apply for admission to trading of the Bonds on the corporate bond list of Nasdaq Stockholm and the Open Market of the Frankfurt Stock Exchange.

Pareto Securities and ABG Sundal Collier acted as joint bookrunners in connection with the Bond Issue. Echt Corporate Advisory acted as financial advisor to Verve. Gernandt & Danielsson Advokatbyrå acted as legal advisor in connection with the Bond Issue and Baker McKenzie acted as legal advisor to Verve.

Responsible parties

The information was submitted for publication, through the agency of the contact persons set out below, at the time stated by Verve's news distributor EQS Newswire upon publication of this press release.

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 Group SE ("Verve" or the "Company", ISIN: SE0018538068; ticker: VER / M8G) operates a cutting-edge ad software platform connecting advertisers seeking to buy digital ad space with publishers monetizing their content. Guided by the 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 is focused on delivering innovative technologies for targeted advertising without relying on identifiers like cookies or IDFA (the Identifier for Advertisers). Additionally, the platform fosters direct engagement between advertisers and publishers, eliminating intermediaries for greater efficiency. 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. 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.