Verve Group intends to relocate registered office to Ireland aligning corporate structure with international and US peers

• Relocation aligns Verve’s corporate structure and constitutional framework with international technology and advertising peers
• Evaluation of reporting in USD, reflecting the global nature of the digital advertising market, enhancing comparability, and decisively reducing foreign exchange volatility in reported results
• Enhanced accessibility for international investors and support for engagement with a broader global institutional shareholder base, while also enabling an optional future direct US listing.

Stockholm, 31 March 2026 – The Board of Directors of Verve Group SE (ISIN: SE0018538068) resolved to initiate a relocation of the Company’s legal domicile and registered office from Sweden to Ireland and has submitted the formal proposal for such transfer to the Swedish Companies Registration Office. This move reflects Verve’s evolution into a leading global advertising technology platform.

The global advertising technology industry is strongly centered in the United States, which represents the world’s largest market for digital advertising and the primary hub for specialized ad-tech investors. As the United States is already Verve’s largest market and the core of its operational activities - accounting for a substantial share of revenues, costs, and headcount - aligning the corporate structure with international industry standards is a logical progression. The Board of Directors believes that an Irish domicile allows the company to implement a corporate governance framework that better reflects Verve’s international footprint and that is more familiar to international investors particularly those based in the United States. Specifically, as the only EU member state operating under common law, Ireland provides a legal environment consistent with the framework under which Verve’s principal U.S. peers and counterparties operate. Consequently, this move minimizes structural hurdles, supporting an even deeper engagement with a broader global institutional and specialized shareholder base.

In connection with the relocation, Verve intends to evaluate transitioning its financial reporting currency to USD. As the global digital advertising ecosystem is primarily denominated in USD, this shift would enhance comparability with industry peers and materially reduce the impact of foreign exchange volatility on the company’s reported results. Furthermore, reporting in USD is expected to facilitate a more precise financial analysis for international investors.

The relocation also provides the optionality for a future direct U.S. listing, which is not currently feasible under the Swedish system. A decision or timeline for such a listing has not yet been established and would furthermore depend on multiple factors, such as prevailing market conditions as well as other technical and regulatory considerations.

The proposed relocation relates solely to the company’s registered office and corporate domicile and will not affect Verve’s operational footprint.

The relocation will not affect the company’s existing stock exchange listings in Sweden or Germany and will have no material impact on its outstanding bonds or shares. Verve will continue to operate as the same legal entity and shareholders will not be required to take any action. This flexibility is a core feature of the European Company (SE) structure, which allows companies to relocate their registered office within the European Union without disrupting operations or corporate identity.

As a first step in the relocation process, Verve has published a transfer proposal prepared in accordance with Article 8(2) of Council Regulation (EC) No 2157/2001 on the Statute for a European Company (SE). The proposal is available on the Company’s website and at its registered office and will be provided free of charge to shareholders and creditors upon request. The proposal will also be published by the Swedish Companies Registration Office (Sw. Bolagsverket) in the Official Swedish Gazette (Sw. Post- and Inrikes Tidningar).

Shareholders will be asked to vote on the transfer proposal at the 2026 Annual General Meeting to be held on June 05, 2026. A separate notice convening the meeting and additional documentation will be published in due course.

Further information about Verve and its subsidiaries can be found at https://investors.verve.com/.

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.

Contact:

Ingo Middelmenne
Head of European Investor Relations
+49 174 90 911 90
ingo.middelmenne@verve.com

Sören Barz
VP Corp. Communications & Strategic Initiatives
+49 170 376 9571
soeren.barz@verve.com

About Verve

Verve Group is a fast-growing software platform in the advertising technology industry, connecting advertisers seeking to buy digital ad space with publishers monetizing their content. Driven by its mission “Let’s make media better.” Verve provides responsible, AI-driven advertising solutions that deliver superior outcomes for advertisers and publishers. The company focuses on emerging media channels like mobile in-app, connected TV and others. In anticipation of growing demand from users and advertisers for greater privacy, Verve has developed cutting-edge ID-less targeting technology that enables efficient advertising within digital media without relying on identifiers such as cookies or IDFA. Thanks to its strong differentiation and execution, Verve has achieved a revenue CAGR of 32 percent over the past five years reaching reported revenues of 551 million euros in 2025 at an adj. EBITDA margin of 22 percent. 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 - with the ISIN SE0018538068 - are listed on the regulated market of the Frankfurt Stock Exchange (Ticker: VRV) and on Nasdaq First North Premier Growth Market in Stockholm (Ticker: VER). Verve has an outstanding bond with the ISIN: SE0023848429. The Companies certified advisor on the Nasdaq First North Premier Growth Market is FNCA Sweden AB; contact info: info@fnca.se.

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