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Verve Group SE Places EUR500M New Senior Unsecured Bonds and

Announces Early Redemption of 2026 and 2027 Bonds - Driving

Significant Interest Cost Reduction

THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION

IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE

UNITED STATES, UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG,

JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA,

SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE,

DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR WOULD REQUIRE

REGISTRATION OR ANY OTHER MEASURES IN ACCORDANCE WITH APPLICABLE

LAW.

Verve Group SE Places EUR500M 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 EUR500 million under a framework of EUR650 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 EUR12.5 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 EUR500m 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 a

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 partie

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 thi

press release.

For further information, please contact:

Sören Barz

Head of Investor Relation

+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'

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 technologie

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 statement

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 statement

in this release, including the pro-forma financial figure

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 a

a result of many factors. Such risks, uncertainties, contingencie

and other important factors could cause actual events to differ

materially from the expectations expressed or implied in thi

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 thi

release. The information, opinions and forward-looking statement

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 statement

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.

____________________________________________________________

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2096746 06.03.2025 CET/CEST

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