Annual General Meeting 2026 of Verve Group Resolves on All Proposed Agenda Items including the Relocation to Ireland

• Board of Directors, Chairman of the Board and auditor re-elected, as well as election of new auditor following a transfer of office to Ireland, in accordance with the Nomination Committee’s proposal
• Adoption of the income statements and balance sheets
• Approval of the remuneration report
• Approval of the proposed transfer of the registered office from Sweden to Ireland and adoption of a new constitution and change of company name to Verve Group Media SE
• Approval of authorizations for repurchases, transfers and issuances of shares, warrants and convertibles

Stockholm, 5 June 2026 – The Annual General Meeting of Verve Group SE (ISIN: SE0018538068) was held today in Stockholm, Sweden. The Annual General Meeting resolved in accordance with all proposals presented in the notice and agenda published on the website on 29 April 2026.

The Annual General Meeting adopted the customary resolutions for an annual general meeting, including the adoption of the financial statements, including the consolidated statements, for the financial year 2025, the resolution that no dividend should be paid for the financial year 2025 and that the residue of this year's result should be carried forward, discharge from liability for the members of the Board of Directors and the CEO, approval of the Remuneration Report for 2025, as well as resolved on the board fees to be paid with an unchanged amount, the auditor fees to be paid in accordance with approved invoice, that seven board members should be elected for the period until the close of the annual general meeting 2027, and that one registered accounting firm shall be elected as the Company’s auditor.

In addition, the Annual General Meeting resolved as follows:

Remco Westermann, Greg Coleman, Franca Ruhwedel, Johan Roslund, Peter Huijboom, Alexander Doll and Tobias M. Weitzel were re-elected as members of the Board of Directors, and Tobias M. Weitzel was re-elected as Chairman of the Board of Directors.

Deloitte Sweden AB was re-elected as auditor for the period until the transfer of the registered office to Ireland becomes effective or, if earlier, until the close of the Annual General Meeting 2027. Subject to the transfer of the registered office to Ireland becoming effective, Deloitte Ireland LLP was elected as new statutory auditor until the close of the Annual General Meeting 2027.

The Annual General Meeting authorized the Board of Directors to resolve on repurchases of the company’s own shares and authorized the Board of Directors to resolve on transfers of own shares. Furthermore, it authorized the Board of Directors to resolve on issuances of shares, warrants and convertibles. Subject to the transfer of the registered office to Ireland becoming effective, the Annual General Meeting authorized the Company to re-issue treasury shares and to determine the price range at which the Company can re-issue treasury shares in accordance with Irish law and the Company’s new constitution.

The Annual General Meeting approved the proposal to transfer the company’s registered office from Sweden to Ireland in accordance with the transfer proposal prepared under the SE Regulation. Upon the transfer becoming effective, the Company’s registered office will be Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland. The Annual General Meeting also approved the adoption of a memorandum of association and new articles of association, including the related change of issuer CSD from Euroclear Sweden AB to Euroclear Bank SA/NV. The migration will not result in any change to the underlying beneficial ownership of the Company’s shares, and shareholders are not expected to be required to take any action in connection with the migration.

The Annual General Meeting resolved to change the Company name to Verve Group Media SE by amendment of paragraph 1 of the articles of association.

“With the approved relocation to Ireland, we are taking an important structural step to align Verve even more closely with the international advertising technology ecosystem,” comments Remco Westermann, CEO of Verve Group SE. “Ireland provides a corporate and governance framework that is familiar to many of our global peers and investors, particularly in the US, where the AdTech industry is strongly centered and where Verve already has a significant operational presence. This supports our ambition to position Verve as an increasingly international, scalable and well-connected technology platform.”

Further information about Verve Group 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 global leading advertising technology company, 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. 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 company’s certified advisor on Nasdaq First North Premier Growth Market is FNCA Sweden AB; contact info: info@fnca.se.

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