Vinted UAB announces a recommended public offer of SEK 14.10 in cash per share to the shareholders of Rebelle AB (publ)

This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled "Important notice" at the end of this announcement and in the offer document which will be published shortly before the beginning of the acceptance period for the Offer. Shareholders in the United States should also refer to the section titled "Special notice to shareholders in the United States" at the end of this announcement.

Press release

25 July 2022

Vinted UAB[1] ("Vinted") hereby announces a recommended public offer to the shareholders of Rebelle AB (publ) ("Rebelle" or the "Company") to tender all shares in Rebelle to Vinted at a price of SEK 14.10 in cash per share (the "Offer")[2]. The shares in Rebelle are listed on Nasdaq First North Growth Market.

Summary

• The shareholders of Rebelle are offered SEK 14.10 in cash per share in Rebelle, corresponding to a total value of the Offer, based on all 22,356,934 outstanding shares in Rebelle, of approximately SEK 315 million.
• The price per share in the Offer represents a premium of[3]:

• 8.46 per cent compared to the closing share price on 22 July 2022 (the last day of trading prior to the announcement of the Offer) of SEK 13.00 for the shares (however, Rebelle's share price appreciated 76.87 per cent during the last five trading days prior to announcement of the Offer);
• 52.95 per cent compared to the volume-weighted average trading price of SEK 9.22 for the shares during the last 15 trading days ended on 22 July 2022 (the last day of trading prior to the announcement of the Offer); and
• 75.40 per cent compared to the volume-weighted average trading price of SEK 8.04 for the shares during the last 30 trading days ended on 22 July 2022 (the last day of trading prior to the announcement of the Offer).

• The independent bid committee of Rebelle (the "Bid Committee") unanimously recommends that Rebelle's shareholders accept the Offer. The recommendation is supported by a fairness opinion provided by Öhrlings PricewaterhouseCoopers AB ("PwC").
• HCS Beteiligungsgesellschaft mbH, Friheden Invest A/S, Deutsche Balaton AG, North-East Venture ApS, Style Beteiligungs GmbH & Co. KG, Stiftelsen Facilitator, High-Tech Gründerfonds II GmbH & Co. KG, HV Growth Fund GmbH & Co. KG, SCG Beteiligungs UG, Hanse Ventures Investment Pool I GmbH & Co. KG, Max Schönemann, Hanse Ventures BSJ GmbH, Alexander Eulenburg and Skandia Fonder, together holding 14,464,007 shares in Rebelle, corresponding to approximately 64.70 per cent of the outstanding shares and votes in Rebelle, have irrevocably undertaken to accept the Offer, irrespective of whether or not a higher competing offer is announced.
• The offer document regarding the Offer is expected to be made public on or about 26 July 2022. The acceptance period for the Offer is expected to commence on or about 26 July 2022 and expire on or about 19 August 2022.
• The Offer is conditional upon the Offer being accepted to such extent that Vinted becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Rebelle on a fully diluted basis (if applicable). Further, the Offer will be made on the terms and subject to the conditions 2 – 6 set out below in this announcement.

Thomas Plantenga, CEO of Vinted, comments:

"As an industry peer, we have followed Rebelle for many years and are impressed with their offering and what they have achieved in the luxury segment. By combining Rebelle's expertise in this segment with Vinted's geographical reach and large member base, we see great potential to create a strengthened value proposition for consumers, and ultimately support increased uptake of second-hand. We are also grateful for the broad support that our Offer has received from the Bid Committee and major shareholders of Rebelle."

Robert Frowein, Managing Director of Style Beteiligungs GmbH & Co KG and Board member of Rebelle, comments:

"We have been a shareholder in Rebelle for many years, together reaching numerous milestones in the path to offer a sustainable way of consuming clothes in the premium segment. Vinted, as a frontrunner in the industry with a large number of users and wide geographical reach, can support Rebelle's continued growth and journey to deliver a superior selling and buying experience to its customers. As a significant shareholder in Rebelle, we think this is an attractive offer for all shareholders and the right way forward for Rebelle's development."

Background and reasons for the Offer

Vinted is a fast-growing technology company primarily operating a C2C second-hand marketplace business, with presence in 16 countries across Europe and North America. Since being founded in 2008, Vinted has established a base of over 65 million registered members for its marketplace, enabling the trade of a wide range of second-hand fashion and lifestyle products. It has also recently launched a dedicated shipping business with the aim of improving the delivery proposition on offer in Europe. Vinted Limited is a privately held company; among some of its largest shareholders include EQT Growth, Lightspeed Venture Partners, Accel, Insight Venture Partners, Burda Principal Investments, and Sprints Capital.

Rebelle operates an online marketplace for selling and buying premium second-hand fashion items and accessories. Rebelle takes control of the entire sales process and aims to deliver a superior selling and buying experience to its customers. Rebelle is offering products from the world's most sought-after fashion brands while also increasing customer's awareness of sustainability and circularity within the fashion industry.

Vinted has known the Rebelle team for some time as an industry peer and sees great potential for both Vinted and Rebelle to leverage their experience and create a strengthened value proposition for consumers. Rebelle's position within the premium segment, combined with Vinted's geographical reach, operational and financial strength and scalability, will be key to achieving this. The future strategy for the combined company entails continued expansion in current markets and an improved value proposition for users by leveraging on the companies' combined expertise in processes, technology, and operations. Together, Rebelle and Vinted will be able to accelerate Vinted's journey to become the marketplace of choice for all types of second-hand fashion.

Vinted appreciates the values and culture represented in Rebelle's organization. In order to pave the way for a successful integration, Vinted intends to build a combined organization capitalizing on joint expertise, processes, technology and operational competences. Vinted's plans for the future business and general strategy, as described above, does not currently include any material changes with regard to Rebelle's operational sites, its management and employees, including their terms of employment. Vinted's plans with regard to the new group's operations, its operational sites or its management and employees will be evaluated after completion of the Offer.

The Offer

Consideration

The shareholders of Rebelle are offered SEK 14.10 in cash per share in Rebelle.

Should Rebelle, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders (Sw. värdeöverföringar), the consideration in the Offer will be adjusted accordingly. The foregoing will also apply to such dividends or other value transfers which occur after settlement with regard to any shares not yet acquired by Vinted in time for Vinted to be the recipient of such distributions. In the event of either of the aforementioned, Vinted reserves the right to determine whether this price adjustment mechanism or condition 6 to completion of the Offer (see below) shall be invoked.

No commission will be charged in respect of the settlement of the Rebelle shares tendered to Vinted under the Offer.

Premiums

The price of the Offer represents a premium of[4]:

• 8.46 per cent compared to the closing share price on 22 July 2022 (the last day of trading prior to the announcement of the Offer) of SEK 13.00 for the shares (however, Rebelle's share price appreciated 76.87 per cent during the last five trading days prior to announcement of the Offer);
• 52.95 per cent compared to the volume-weighted average trading price of SEK 9.22 for the shares during the last 15 trading days ended on 22 July 2022 (the last day of trading prior to the announcement of the Offer); and
• 75.40 per cent compared to the volume-weighted average trading price of SEK 8.04 for the shares during the last 30 trading days ended on 22 July 2022 (the last day of trading prior to the announcement of the Offer).

Total value of the Offer

The total value of the Offer, based on all 22,356,934 outstanding shares in Rebelle, amounts to approximately SEK 315 million.

Vinted's shareholding in Rebelle

Neither Vinted nor any closely related companies or closely related parties own any shares or financial instruments in Rebelle that give financial exposure to Rebelle's shares at the time of this announcement.

Neither Vinted nor any closely related companies or closely related parties have acquired or agreed to acquire any shares or any financial instruments in Rebelle that give financial exposure equivalent to holding shares in Rebelle during the six months preceding this announcement.

Vinted may acquire, or enter into arrangements to acquire, shares in Rebelle in other ways than through the Offer. Information about such acquisitions of shares, or measures to acquire shares, will be disclosed in accordance with applicable rules.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

1. the Offer being accepted to such extent that Vinted becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Rebelle on a fully diluted basis (if applicable);
2. no other party announcing an offer to acquire shares in Rebelle on terms that are more favorable to the shareholders of Rebelle than the Offer;
3. with respect to the Offer and completion of the acquisition of Rebelle, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, in each case on terms which, in Vinted's opinion, are acceptable;
4. neither the Offer nor the acquisition of Rebelle being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
5. no information made public by Rebelle, or otherwise made available to Vinted by Rebelle, being inaccurate, incomplete or misleading, and Rebelle having made public all information which should have been made public; and
6. Rebelle not taking any action that is likely to impair the prerequisites for making or completing the Offer.

Vinted reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2 – 6 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to Vinted's acquisition of Rebelle or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

Vinted reserves the right to waive, in whole or in part, one, several or all of the conditions set out above, including, with respect to condition 1 above, to complete the Offer at a lower level of acceptance.

Financing of the Offer

The consideration payable in respect of the Offer is fully financed by funds which Vinted Limited has undertaken to contribute directly to Vinted. Vinted Limited's undertaking to contribute funds to Vinted is fully financed with immediately available cash on hand.

The above-mentioned undertaking from Vinted Limited will provide Vinted with sufficient cash resources to satisfy in full the consideration payable in respect of the Offer and, accordingly, completion of the Offer is not subject to any financing condition.

Information about Vinted and Vinted Group

Vinted is a Lithuanian private limited liability company, with company number 302767152, domiciled in Lithuania with the registered office address Švitrigailos g. 13, LT-03228 Vilnius, Lithuania. Vinted was incorporated on 23 April 2012 and is directly and wholly-owned by Vinted Limited, a British private limited company, with company number 07874344, domiciled in London, the United Kingdom. Vinted Limited is a privately held company; among some of its largest shareholders include EQT Growth, Lightspeed Venture Partners, Accel, Insight Venture Partners, Burda Principal Investments, and Sprints Capital.

The Vinted Group operates one of the largest online international C2C marketplaces in Europe dedicated to second-hand fashion, with a member base of over 65 million users. Today Vinted Group's headquarters are located in Vilnius, Lithuania, and the Company is operative in Spain, France, Luxembourg, Belgium, the Netherlands, Germany, Austria, the Czech Republic, Slovakia, Poland, Lithuania, the United Kingdom, Italy, Portugal, the United States of America and Canada. Vinted has over 1,200 employees. In May 2021, Vinted raised EUR 250 million to a pre-money valuation of EUR 3.5 billion.

For further information about the Vinted Group, please visit www.vinted.com/about

Review of information in connection with the Offer

Vinted has performed a limited confirmatory due diligence review of Rebelle in relation to the preparation of the Offer. In connection with such due diligence review, Vinted has received certain preliminary financial information concerning Rebelle's second quarter (April – June) of 2022. Vinted has been informed by the Bid Committee of Rebelle that the Company will announce this information in a separate press release today and that, with the exception of the aforementioned preliminary financial information, no inside information has been disclosed to Vinted during the process.

Statement by the Swedish Securities Council

The Swedish Securities Council has in its ruling AMN 2022:27 granted Vinted an exemption in respect of the requirement to prepare an offer document in Swedish under Section V.3 of the Takeover rules for certain trading platforms (the "Takeover Rules"). The offer document and other information concerning the Offer which Vinted announces under the Takeover Rules will therefore only be made available in English.

AMN 2022:27 will be available in its entirety on the Swedish Securities Council's website (www.aktiemarknadsnamnden.se).

Approvals from authorities

The completion of the Offer is conditional upon, inter alia, all necessary clearances, approvals, decisions, and other actions from authorities or similar, being obtained, in each case on terms which, in Vinted's opinion, are acceptable. According to Vinted's assessment, the Offer will not require any approvals from authorities.

Statement from the Bid Committee of Rebelle and fairness opinion

As a result of HCS Beteiligungsgesellschaft mbH, Style Beteiligungs GmbH & Co. KG, Friheden Invest AS and North-East Venture ApS, respectively, having undertaken to accept the Offer and agreed to sell its shares in Rebelle, Rebelle's board members Hans-Christian Semmler, Robert Frowein, Christoffer Martinsen Kønigsfeldt and Jesper Gravlund Nielsen have not and will not participate in the assessment of or any decisions concerning the Offer, as they are considered to have conflicts of interest in relation to the Offer. The board of directors of Rebelle has therefore appointed a Bid Committee, consisting of Claire Midwood and Mernosh Saatchi, both board members in Rebelle, to assess the Offer and to take decisions in relation to the Offer. For more information about the undertakings, please refer to the section "Undertakings from shareholders in Rebelle" below.

The Bid Committee has assessed the Offer and informed Vinted that it has unanimously resolved to recommend the shareholders of Rebelle to accept the Offer, which is announced by Rebelle today in a separate press release. The Bid Committee has further informed Vinted that it has obtained a fairness opinion from PwC, according to which the Offer is fair to Rebelle's shareholders from a financial perspective.

Undertakings from shareholders in Rebelle

Vinted has obtained irrevocable undertakings to accept the Offer, irrespective of whether or not a higher competing offer is made, from the following shareholders in Rebelle:

• HCS Beteiligungsgesellschaft mbH has undertaken to accept the Offer regarding its 3,200,765 shares in Rebelle, corresponding to approximately 14.32 per cent of the shares and votes in Rebelle;

• Friheden Invest A/S has undertaken to accept the Offer regarding its 2,257,308 shares in Rebelle, corresponding to approximately 10.10 per cent of the shares and votes in Rebelle;

• Deutsche Balaton AG has undertaken to accept the Offer regarding its 1,700,037 shares in Rebelle, corresponding to approximately 7.60 per cent of the shares and votes in Rebelle;

• North-East Venture ApS has undertaken to accept the Offer regarding its 1,601,113 shares in Rebelle, corresponding to approximately 7.16 per cent of the shares and votes in Rebelle;

• Style Beteiligungs GmbH & Co. KG has undertaken to accept the Offer regarding its 1,475,911 shares in Rebelle, corresponding to approximately 6.60 per cent of the shares and votes in Rebelle;

• Stiftelsen Facilitator has undertaken to accept the Offer regarding 1,098,639 of its shares in Rebelle, corresponding to approximately 4.91 per cent of the shares and votes in Rebelle;

• High-Tech Gründerfonds II GmbH & Co. KG has undertaken to accept the Offer regarding its 899,705 shares in Rebelle, corresponding to approximately 4.02 per cent of the shares and votes in Rebelle;

• HV Growth Fund GmbH & Co. KG has undertaken to accept the Offer regarding its 703,002 shares in Rebelle, corresponding to approximately 3.14 per cent of the shares and votes in Rebelle;

• SCG Beteiligungs UG has undertaken to accept the Offer regarding its 187,437 shares in Rebelle, corresponding to approximately 0.84 per cent of the shares and votes in Rebelle;

• Hanse Ventures Investment Pool I GmbH & Co. KG has undertaken to accept the Offer regarding its 117,568 shares in Rebelle, corresponding to approximately 0.53 per cent of the shares and votes in Rebelle;

• Max Schönemann has undertaken to accept the Offer regarding his 85,070 shares in Rebelle, corresponding to approximately 0.38 per cent of the shares and votes in Rebelle;[5]

• Hanse Ventures BSJ GmbH has undertaken to accept the Offer regarding its 58,792 shares in Rebelle, corresponding to approximately 0.26 per cent of the shares and votes in Rebelle;

• Alexander Eulenburg has undertaken to accept the Offer regarding his 16,706 shares in Rebelle, corresponding to approximately 0.07 per cent of the shares and votes in Rebelle; and

• Skandia Fonder has undertaken to accept the Offer regarding its 1,061,954 shares in Rebelle, corresponding to approximately 4.75 per cent of the shares and votes in Rebelle.

Accordingly, irrevocable undertakings to accept the Offer from shareholders representing in total 14,464,007 shares have been obtained, which corresponds to approximately 64.70 per cent of the shares and votes in Rebelle.

The irrevocable undertakings are unconditional but they are terminated if the Offer is withdrawn or lapses (for whatever reason).

Bonus arrangements, etc.

Vinted Management will invite the directors of Vinted Limited to grant the CEO, CCO, CFO, Head of Authentication option packages over Vinted Limited shares with a EUR 670,000 aggregated current value under the Vinted Share Option Scheme. Individually, this would equal 11-20 monthly salaries depending on employee's individual stock options grant and salary. It is important to note that this stock option grant is offered based on the assumption that all four key employees will work full time (one full time equivalent). Any options granted will be subject to the rules of the scheme which contain, amongst other things, vesting provisions – one-quarter of the options shall vest on the first anniversary of the date of grant, and the balance of the options shall vest monthly (on the last day of each month) thereafter in 36 equal tranches. This arrangement is further conditional on the completion of the Offer and will be formalised at the first Vinted Limited board meeting after the employment date. The bonus arrangement has been approved by the Bid Committee of Rebelle.

Preliminary timetable[6]

Publication of the offer document: 26 July 2022

Acceptance period: 26 July 2022 – 19 August 2022

Settlement: 25 August 2022

Vinted reserves the right to extend the acceptance period, as well as to postpone the settlement date. A notice of any such extension or postponement will be announced by Vinted by means of a press release in accordance with applicable rules and regulations.

Compulsory redemption proceedings and delisting

If Vinted, whether in connection with the Offer or otherwise, acquires shares representing more than 90 per cent of the total number of shares in Rebelle, Vinted intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Rebelle and to promote delisting of Rebelle's shares from Nasdaq First North Growth Market.

Applicable law and disputes

The Offer, as well as any agreements entered into between Vinted and the shareholders in Rebelle as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council's statements and rulings regarding the interpretation and application of these rules, including, where applicable, the Swedish Securities Council's interpretation and application of the formerly applicable Rules on Public Offers for the Acquisition of Shares issued by the Swedish Industry and Commerce Stock Exchange Committee (Sw. Näringslivets Börskommitté), are applicable to the Offer.

Advisors

Carnegie Investment Bank AB (publ) is acting as financial advisor to Vinted and Roschier Advokatbyrå AB is acting as legal advisor to Vinted in connection with the Offer.

Vinted UAB

The board of directors

Information about the Offer:

Information about the Offer is made available at:

www.vintage-offer.com

For enquiries, please contact:

Vinted
press@vinted.com

Adam Makkonen, Fogel & Partners
vinted@fogelpartners.se
+46 (0)70 316 63 75

For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.

The information in this press release was submitted for publication by Vinted in accordance with the Takeover Rules. The information was submitted for publication on 25 July 2022 at 07.30 a.m. (CEST).

Important notice

The Offer is not being made, directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States must not forward this press release or any other document received in connection with the Offer to such persons.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an "authorised person" for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (sale of a body corporate) of the FSMA 2000 (Financial Promotion) Order 2005.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Vinted and Rebelle.

Any such forward-looking statements speak only as of the date on which they are made and Vinted has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations. The reader should, however, consult any additional disclosures that Vinted or Rebelle have made or may make.

Carnegie Investment Bank AB (publ) is not responsible to anyone other than Vinted for advice in relation to the Offer.

Special notice to shareholders in the United States

Shareholders domiciled in the United States (the "U.S. Holders") are advised that the shares are not registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and is not required to, and does not, file any reports thereunder with the U.S. Securities and Exchange Commission. The Offer is open to shareholders resident in the United States and is made on the same terms and conditions as those made to all other shareholders of the Company to whom the Offer is being made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company's other shareholders.

The Offer described in this press release is made for shares in Rebelle, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which are different from those of the United States. In particular, the Company's financial statements, and all financial information that is included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.

The Offer is made in accordance with the requirements of Swedish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the Offer timetable, settlement procedures and timing of payments, that are different from those applicable under U.S. domestic tender offer procedures and law, and certain rules applicable to U.S. tender offers made in the United States do not apply. U.S. Holders are encouraged to consult with their own advisors regarding the Offer.

The settlement of the Offer is based on the applicable Swedish law provisions which differ from the settlement procedures customary in the United States, particularly as regards the time when payment of the consideration is rendered. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

It may be difficult for U.S. Holders or other shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since the Company and Vinted are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. U.S. Holders may not be able to sue the Company or Vinted or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel the Company or Vinted and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

Vinted and its affiliates or brokers (acting as agents for Vinted or its affiliates, as applicable) may from time to time after the date hereof directly or indirectly purchase or arrange to purchase shares of the Company outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares, other than pursuant to the Offer, during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, the financial advisor to Vinted may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable law, rules or regulations.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional advisor regarding the tax consequences of accepting the Offer. Neither Vinted nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR DETERMINED WHETHER THIS PRESS RELEASE IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.