MENDOLE A/S
CVR no. 44010259 · ISIN DK0064307672 · ticker MENDO · Spotlight Stock Market
Company Announcement No. 22 · 11 September 2026
Hedehusene, 11 September 2026. Mendole A/S (the “Company”) held an Extraordinary General Meeting on Friday 11 September 2026 at 09:00 (CEST) at Guldalderen 13, 2640 Hedehusene, Denmark.
The meeting was convened by the notice of Extraordinary General Meeting published by the Company on 28 August 2026 (the “Notice”). The record date was 4 September 2026. Attorney-at-law Nikolaj Bak-Christensen was elected chairman of the meeting and noted that the meeting had been duly convened and was quorate. Shareholders representing 82.33% of the share capital attended or were represented.
The proposal under item 2 was adopted unanimously. Reference is made to the Notice for the background to the proposal. The resolution is summarised below, and the terms as adopted are set out in full in the attached minutes and Articles of Association.
Item 2: Authorisation to issue warrants and carry out the related capital increase
The Board of Directors was authorised, until 31 December 2030, on one or more occasions to issue warrants to Jakob Daniel Geertsen, CEO of Rebo A/S, or a holding company wholly owned by him, carrying the right to subscribe for new shares of up to nominally DKK 57,971.00, corresponding to 579,710 shares of nominally DKK 0.10 each, and to carry out the related capital increase(s). The authorisation is inserted as new section 4.6 of the Articles of Association, and the terms of the warrants are incorporated as Appendix 1.
The key terms are:
•Exercise price: DKK 6.90 per share, payable in cash, corresponding to an aggregate subscription value of up to DKK 4,000,000.
•Grant: when the bonus amount under the retention bonus agreement of 31 July 2026 has been agreed on the basis of Rebo A/S’s audited EBITDA for the 2028 financial year, on a sliding scale from DKK 1,000,000 at an EBITDA of DKK 10,000,000 to DKK 4,000,000 at an EBITDA of DKK 25,000,000 or above. No warrants are granted below an EBITDA of DKK 10,000,000.
•Exercise period: 90 days from grant.
•Lapse: the warrants lapse if the holder becomes a Bad Leaver. The authorisation lapses in its entirety if Closing of the acquisition of Rebo A/S has not taken place by 30 September 2026.
•Adjustment: compared with the Notice, the adjustment provision as adopted (Appendix 1, clause 11) also covers a capital increase, an issue of new warrants or convertible notes, and dissolution of the Company. No adjustment is made in respect of the offering of up to 8,550,724 new shares or the issue of 869,565 consideration shares to the sellers of Rebo A/S.
•Dilution: full exercise results in a dilution of approximately 9.8% based on the current share capital of 5,349,589 shares, and approximately 3.8% if the offering of up to 8,550,724 new shares is fully subscribed and the 869,565 consideration shares are issued.
Majority requirements
Item 2 required the approval of at least two-thirds of both the votes cast and the share capital represented, cf. section 106 of the Danish Companies Act. As set out in the Notice, the resolution was, as a matter of caution, also required to be adopted by at least nine-tenths of both the votes cast and the share capital represented, cf. section 8.2 of Spotlight Stock Market’s rules. The resolution was adopted unanimously, and both requirements were met.
Amended Articles of Association
The Articles of Association as amended at the meeting are attached to this announcement and are available on the Company’s website under investor information. The amendment will be registered with the Danish Business Authority.
Attachments
•Minutes of the Extraordinary General Meeting of 11 September 2026
•Articles of Association of Mendole A/S as amended on 11 September 2026
For further information
Dan Lauritzen, CEO · dan@mendole.com · +45 31 31 37 26
Andreea Mercurean, Investor Relations · investor@mendole.com
About Mendole A/S
Mendole A/S is a listed buy-and-build platform in Danish technical property services: roofing, electrical, energy and lighting. The Group acquires and develops established, owner-led companies serving commercial, industrial and residential buildings, and operates a decentralised model in which acquired companies keep their own brand and management while the Group adds capital, shared finance and IT, procurement scale and an M&A engine. The Company is listed on Spotlight Stock Market under the ticker MENDO.
Mendole A/S · CVR 44010259 · LEI 984500AE8BDFF786A171 · Guldalderen 13, Fløng, 2640 Hedehusene, Denmark