Press release from Companies
Publicerat: 2026-08-14 11:15:30
MENDOLE A/S
CVR no. 44010259 · ISIN DK0064307672 · ticker MENDO · Spotlight Stock Market
Company Announcement No. 15 · 14 August 2026
Notice of Extraordinary General Meeting
Mendole A/S (the "Company"), CVR no. 44010259, ISIN DK0064307672, ticker MENDO, listed on Spotlight Stock Market, hereby convenes an Extraordinary General Meeting:
Date and time: Thursday 28 August 2026, 09:00–10:00 (CET)
Venue: Guldalderen 13, 2640 Hedehusene, Denmark
The Extraordinary General Meeting will be conducted in accordance with the Company’s Articles of Association and the Danish Companies Act.
1. Election of chairman of the meeting.
2. Election of a new member to the Board of Directors (Kim Pedersen).
3. Authorization to the Board of Directors to raise loans against convertible instruments.
4. Authorization to the Board of Directors to increase the Company’s share capital.
5. Amendment of the Board of Directors’ remuneration.
6. Any other business.
Item 1 – Election of chairman of the meeting
The chairman of the meeting is appointed in accordance with the Articles of Association to chair the meeting, confirm that it has been lawfully convened and is quorate, and conduct the proceedings.
Item 2 – Election of a new member to the Board of Directors
The Board of Directors proposes that the Board be expanded by one member and that Kim Pedersen be elected as a new member of the Board of Directors for the period until the next Annual General Meeting.
The Board of Directors discloses that Kim Pedersen personally provides an acquisition loan of DKK 18,000,000 to finance the Company’s acquisition of Rebo A/S. Kim Pedersen is therefore not considered independent under the rules of Spotlight Stock Market. The Board of Directors considers that Kim Pedersen’s experience will strengthen the Company’s continued buy-and-build strategy.
Item 3 – Authorization to raise loans against convertible instruments
The Board of Directors proposes that the Board be authorized, in the period until 28 August 2031, on one or more occasions to raise loans against the issuance of convertible instruments (konvertible gældsbreve), cf. sections 167–169 of the Danish Companies Act, on the following terms:
– The aggregate principal amount of the convertible loans may total up to DKK 20,000,000.
– The convertible instruments may entitle the lenders to convert their claim into shares for a total of up to nominally DKK 250,000, corresponding to 2,500,000 shares of nominally DKK 0.10 each.
– The Board of Directors determines the loan terms, including conversion price(s), conversion period, interest and maturity.
– The existing shareholders shall have no pre-emptive rights upon the raising of the convertible loans or upon conversion, as the loans are raised from lenders designated by the Board of Directors.
– The Board of Directors may resolve on the capital increase resulting from the conversion.
– The new shares issued upon conversion shall be negotiable instruments, be issued in dematerialised form through VP Securities A/S (Euronext Securities Copenhagen), may be registered in the name of the holder, carry the same rights as the existing shares, and confer the right to dividends and other rights from the date the conversion is registered.
The authorization is inserted as a new provision in the Articles of Association (a new section on convertible instruments) on the above framework and terms.
Item 4 – Authorization to increase the Company’s share capital
The Board of Directors proposes that the Board be authorized, in the period 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, on the following terms:
– The capital increase may be carried out with pre-emptive rights for the existing shareholders or as a directed issue without pre-emptive rights.
– The Board of Directors determines the subscription price and the other terms of the subscription.
– Payment for the new shares may be made in cash, by contribution in kind, or by set-off/conversion of debt.
– The new shares shall be negotiable instruments, be issued in dematerialised form through VP Securities A/S (Euronext Securities Copenhagen), may be registered in the name of the holder, be subject to no restrictions on transferability, carry the same rights as the existing shares, and confer the right to dividends and other rights from the date the increase is registered.
The authorization replaces the existing authorization in section 4.4 of the Articles of Association, which is deleted and restated with the above framework and terms.
Item 5 – Amendment of the Board of Directors’ remuneration
The Board of Directors proposes that the annual fee of the Chairman of the Board be increased to DKK 300,000 with effect for the 2026 financial year. The increase reflects the Chairman’s significantly increased involvement in the Company’s activities, including the ongoing work on the buy-and-build strategy, the completion of the acquisition of Rebo A/S and the related capital raising.
The Board of Directors further proposes that an aggregate annual framework of up to DKK 100,000 be established to remunerate extraordinary work by members of the Board of Directors beyond the ordinary board work, likewise with effect for the 2026 financial year. The framework is allocated at the Board’s further discretion.
Adoption of Item 3 and Item 4 requires that the resolution be approved by at least two-thirds of both the votes cast and the voting share capital represented at the meeting, cf. section 106 of the Danish Companies Act. Item 2 and Item 5 are adopted by a simple majority, cf. section 105 of the Danish Companies Act.
In addition, for Item 3 and Item 4, to the extent shares, warrants or convertible instruments are issued without pre-emptive rights and the subscribers are members of the Board of Directors, management, employees, their close relations or entities controlled by them, the resolution must, pursuant to section 8.2 of the Spotlight Stock Market rules, be adopted or approved by the general meeting and is valid only if supported by at least nine-tenths of both the votes cast and the share capital represented at the meeting.
The Company’s share capital amounts to nominally DKK 534,958.90 divided into 5,349,589 shares of nominally DKK 0.10 each. Each share amount of nominally DKK 0.10 carries one vote.
Record date: A shareholder’s right to attend and vote at the general meeting is determined by the shares held by the shareholder on the record date, 21 August 2026. Only shareholders registered in the Company’s shareholder register with VP Securities A/S as of the record date are entitled to attend and vote.
Shareholders wishing to attend must register in accordance with the instructions available on the Company’s website. Shareholders unable to attend in person may vote by proxy or by postal vote; proxy and postal-vote forms are available on the Company’s website and must be received by the Company no later than 25 August 2026. Questions concerning the agenda may be submitted in advance of the meeting to investor@mendole.com.
Investor Relations, Mendole A/S – investor@mendole.com.
Mendole A/S is an acquisition-driven (buy-and-build) company within technical property services – roofing, electrical, energy and lighting. The Company is listed on Spotlight Stock Market under the ticker MENDO.
Hedehusene, 14 August 2026
The Board of Directors
About Mendole A/S
Mendole A/S is a Danish holding company listed on Spotlight Stock Market (ticker: MENDO-ST) since 29 October 2025. The Group invests in and develops owner-led companies within the installation and service market for commercial and industrial buildings in Denmark. Mendole currently operates across roofing and roof maintenance, energy services, electrical installations and LED lighting solutions. The Group employs more than 85 people and pursues growth through targeted acquisitions of high-quality local specialists
