Company Announcement

Company Announcement No. 8

Mendole A/S

Charlottenlund, Denmark - 24 February 2026

Mendole A/S (the "Company"), CVR no. 44010259, ISIN: DK0064307672, ticker: MENDO, listed on Spotlight Stock Market, hereby convenes the Annual General Meeting to be held as follows:

Date: 24 March 2026

Time: 10:00 - 12:00 (CET)

Venue: Charlottenlund Slot, Jægersborg Allé 1, 2920 Charlottenlund, Denmark

The Annual General Meeting will be conducted in accordance with the Company's Articles of Association and the Danish Companies Act.

Agenda

1. Election of Chairman of the meeting

2. Presentations by the Chairman of the Board and Executive Management

3. Presentation and approval of the audited Annual Report

4. Resolution on allocation of profit or coverage of loss according to the approved Annual Report

5. Election of members to the Board of Directors

6. Election of auditor

7. Proposal to amend the Articles of Association regarding reporting language (English)

8. Proposal to authorize the Board of Directors to increase the share capital

9. Any other business

Item 5 - Election of members to the Board of Directors

Henrik Theisler (Chair)

Knud Truelsen

Anders Bang Olsen

Thomas Kaas Selsø

All are standing for re-election.

Item 7 - Proposal to amend reporting language

The Board of Directors proposes that the Company's reporting language be changed to English.

The full proposed amendment to the Articles of Association will be made available prior to the Annual General Meeting.

Item 8 - Proposal to authorize the Board of Directors to increase the share capital

Background

The proposed authorization reflects the Company's acquisition-driven growth strategy and ensures flexibility to execute share-based acquisitions, strategic partnerships and capital initiatives when deemed appropriate by the Board of Directors.

The proposal increases the existing authorization from approximately 27.2% to 60% of the Company's registered share capital, thereby enhancing the Board's financial flexibility.

Mendole operates with an active M&A strategy, where share-based consideration may form part of the transaction structure in order to align interests with sellers and preserve balance sheet flexibility.

Commenting on the proposal, Dan Lauritzen, CEO of Mendole A/S, states:

"Mendole's strategy is built around disciplined acquisitions and long-term value creation. The proposed authorization provides the flexibility required to execute transactions efficiently, while maintaining a responsible capital structure. The Board remains committed to ensuring that any future share issuance is value-accretive and aligned with the interests of our shareholders."

Proposed Resolution

1. Authorize the Board of Directors, in the period until 24 March 2028, to increase the Company's share capital on one or more occasions by up to 60 per cent of the Company's registered share capital at the time of adoption of this authorization.

2. The capital increase may be effected with or without pre-emptive rights for existing shareholders.

3. The subscription amount may be paid in cash and/or by contribution in kind.

4. The new shares shall be ordinary shares without special rights, carry the same rights as existing shares, be fully paid up, be freely transferable, be issued in dematerialised form through VP Securities A/S, and be registered in the Company's shareholder register.

5. The Board of Directors is authorized to make such amendments to the Company's Articles of Association as may be required in connection with the exercise of the authorization.

Amendment to the Articles of Association

It is proposed that the existing authorization in section 4.7 of the Articles of Association be deleted in its entirety and replaced with the following:

4.7 Authorization to increase the share capital

The Board of Directors is authorized, in the period until 24 March 2028, to increase the Company's share capital on one or more occasions by up to 60 per cent of the Company's registered share capital at the time of adoption of this authorization.

The capital increase may be effected with or without pre-emptive rights for existing shareholders. The subscription amount may be paid in cash and/or by contribution in kind.

Participation

Shareholders wishing to attend the Annual General Meeting must register their attendance in accordance with the instructions available on the Company's website.

Shareholders may submit questions in advance of the Annual General Meeting by email to [email protected].

For further information, please contact:
 

Investor Relations

Mendole A/S

Email: [email protected]