MENDOLE A/S
CVR no. 44010259 · ISIN DK0064307672 · ticker MENDO · Spotlight Stock Market
Company Announcement No. 18 · 28 August 2026
Hedehusene, 28 August 2026 — Mendole A/S (the “Company”) held an Extraordinary General Meeting on Friday 28 August 2026 at 09:00 (CEST) at Guldalderen 13, 2640 Hedehusene, Denmark.
The meeting was convened by company announcement no. 15 of 14 August 2026, as supplemented and corrected by company announcement no. 17 of 25 August 2026. The record date was 21 August 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 82,46% of the share capital attended or were represented.
All proposals put to the meeting were adopted. The resolutions are summarised below and set out in full in the minutes attached to this announcement.
Kim Bjørn Pedersen was elected as a new member of the Board of Directors for the period until the next Annual General Meeting. The Board is thereby expanded from four to five members. Adopted unanimously.
Kim Bjørn Pedersen is a trained accountant (Danish: revisor) and a Danish owner-manager and private investor. He is the sole owner and Managing Director of IMMOINVEST.DK ApS and Oldtimercenter Trading ApS, and owner and CEO of Den Gamle Radiatorfabrik K/S and Green-Grow K/S. He holds between 5% and 9.99% of the shares and votes in Skjern Bank A/S. He has extensive experience in accounting, property investment and the management of companies.
Kim Bjørn Pedersen personally provides an acquisition loan of DKK 18,000,000 to finance the Company’s acquisition of Rebo A/S, and Skjern Bank A/S provides a DKK 20,000,000 acquisition facility. He is therefore not considered independent under Spotlight Stock Market’s rules, and both arrangements are treated by the Company as transactions with a closely related party.
The Board of Directors was authorised, until 28 August 2031, on one or more occasions to raise loans against the issuance of convertible instruments pursuant to sections 167–169 of the Danish Companies Act. The aggregate principal amount may total up to DKK 20,000,000, convertible into new shares of up to nominally DKK 250,000, corresponding to 2,500,000 shares of nominally DKK 0.10 each. Conversion is without pre-emptive rights for existing shareholders, and the new shares must be paid up in full. The Board determines the loan terms, including conversion price, conversion period, interest and maturity. The authorisation is inserted as a new provision in the Articles of Association. Adopted unanimously.
The Board of Directors was authorised, until 28 August 2031, on one or more occasions to increase the Company’s share capital by up to nominally DKK 1,000,000, corresponding to 10,000,000 shares of nominally DKK 0.10 each. The capital increase is carried out without pre-emptive rights for existing shareholders, and the new shares must be paid up in full. Payment may be made in cash, by contribution in kind and/or by conversion of debt, and the Board determines the subscription price and the other terms of subscription. The authorisation replaces the authorisation in section 4.4 of the Articles of Association adopted at the annual general meeting on 24 March 2026. Adopted unanimously.
The annual fee of the Chairman of the Board was increased to DKK 300,000 with effect for the 2026 financial year, reflecting the Chairman’s significantly increased involvement in the Company’s activities. An aggregate annual framework of up to DKK 100,000 was established to remunerate extraordinary work by members of the Board of Directors beyond ordinary board work, likewise with effect for the 2026 financial year, allocated at the Board’s discretion. Adopted unanimously.
Items 3 and 4 required the approval of at least two-thirds of both the votes cast and the share capital represented at the meeting, cf.section 106 of the Danish Companies Act. To the extent shares or convertible instruments are issued under those authorisations without pre-emptive rights to members of the Board of Directors, the Executive Management, employees, their close relations or entities controlled by them, section 8.2 of Spotlight Stock Market’s rules requires the authorisation to be supported by at least nine-tenths of both the votes cast and the share capital represented. Items 2 and 5 were adopted by simple majority, cf.section 105 of the Danish Companies Act.
Under any other business, Anders Bang Olsen stated that he steps down from the Board of Directors with effect from 31 August 2026. The resignation does not require a resolution of the general meeting.
The Board of Directors thereafter comprises Henrik Theisler (Chairman), Thomas Kaas Selsø, Knud Juul Truelsen and Kim Bjørn Pedersen, which satisfies the requirement in the Company’s Articles of Association of at least four members. Two of the four members — Henrik Theisler and Thomas Kaas Selsø — are independent of the Company, its management and its major shareholders, which satisfies Spotlight Stock Market’s requirement that at least two members of the Board of Directors be independent. Knud Juul Truelsen is not independent as a major shareholder, and Kim Bjørn Pedersen is not independent as the provider of the acquisition loan described above.
The Company’s Executive Management is unchanged: Dan Lauritzen (CEO), Kim Juul Truelsen (COO) and Kirsten Kirkhoff (Interim CFO).
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 amendments are registered with the Danish Business Authority.
•Minutes of the Extraordinary General Meeting of 28 August 2026
•Articles of Association of Mendole A/S as amended on 28 August 2026
Dan Lauritzen, CEO · dan@mendole.com · +45 31 31 37 26 Andreea Mercurean, Investor Relations · investor@mendole.com
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