Current
reports

Addition to the agenda of the Annual General Meeting of MERCOR S.A. to be held on 30 September 2025

Further to Current Report No. 24/2025 of 4 September 2025, the Management Board of MERCOR S.A. announces that on 9 September 2025, it received a request from the shareholder PERMAG sp. z o.o. of Gdańsk. The request, submitted in connection with the Annual General Meeting of the Company convened by the Management Board for 30 September 2025, concerned the inclusion of a new item in the agenda of the Annual General Meeting pursuant to Art. 401.1 of the Polish Commercial Companies Code.

The shareholder requested the inclusion, as a new item on the agenda of the Annual General Meeting, of a resolution to allocate a portion of the Company’s statutory reserve funds to dividend distribution and to approve a dividend payment.

In the revised agenda of the Annual General Meeting, a new item 20 has been added following the current item 19, as proposed by the shareholder.

Consequently, the existing item 20 has been renumbered as item 21.

The revised agenda of the Annual General Meeting of Shareholders is as follows:

1. Opening of the General Meeting.

2. Appointment of Chair of the General Meeting.

3. Confirmation that the General Meeting has been duly convened and has the capacity to pass resolutions; registration of attendance.

4. Voting on a resolution to abolish the secrecy of voting on the resolution to appoint the ballot counting committee.

5. Appointment of the ballot counting committee.

6. Adoption of the agenda of the Annual General Meeting.

7. Presentation of resolutions:

• the Supervisory Board resolution concerning the statements accompanying the separate financial statements of the Company and the consolidated financial statements of the MERCOR Group for the financial year from 1 April 2024 to 31 March 2025, prepared in accordance with the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state,
• the Supervisory Board resolution concerning the assessment of the separate financial statements of the Company, the consolidated financial statements of the MERCOR Group and the Directors’ Report on the operations of the Company and the MERCOR Group, including the sustainability report of the Group, for the financial year from 1 April 2024 to 31 March 2025,
• the Supervisory Board resolution concerning the evaluation of the effectiveness of the Company’s internal control, risk management, and compliance systems and internal audit function for the financial year from 1 April 2024 to 31 March 2025,
• the Supervisory Board resolution concerning the adoption of the Report of the Audit Committee on its activities in the financial year from 1 April 2024 to 31 March 2025,
• the Supervisory Board resolution concerning the adoption of the Report of the Remuneration Committee on its activities in the financial year from 1 April 2023 to 31 March 2024,
• the Management Board resolution concerning the Management Board’s recommendation for the General Meeting on the coverage of loss for the financial year from 1 April 2024 to 31 March 2025,
• the Supervisory Board resolution concerning the assessment of the Management Board’s proposal as to the coverage of loss for the financial year from 1 April 2024 to 31 March 2025,
• the Supervisory Board resolution concerning the Report of the Supervisory Board on the results of its assessment of the separate financial statements of the Company, the consolidated financial statements of the MERCOR Group, the Directors’ Report on the operations of the Company and the MERCOR Group, and the Management Board’s proposal as to the coverage of loss for the financial year from 1 April 2024 to 31 March 2025,
•  the Supervisory Board resolution concerning the adoption of the Report of the Supervisory Board on its activities in the financial year from 1 April 2024 to 31 March 2025,
• the Supervisory Board resolution concerning the adoption of the Report of the Supervisory Board on the Remuneration of Members of the Management Board and Supervisory Board for the financial year from 1 April 2024 to 31 March 2025,
• the Supervisory Board resolutions concerning requests for the General Meeting to discharge Management and Supervisory Board Members of liability for their activities in the financial year from 1 April 2024 to 31 March 2025,
• the Management Board and Supervisory Board resolutions to amend the Company’s Articles of Association,
• the Supervisory Board resolutions concerning draft resolutions of the Management Board submitted for inclusion in the agenda of the Annual General Meeting.

8. Consideration and approval of the Directors’ Report on the operations of the Company and the MERCOR Group in the financial year from 1 April 2024 to 31 March 2025.

9. Consideration and approval of the separate financial statements of the Company for the financial year from 1 April 2024 to 31 March 2025.

10. Consideration and approval of the consolidated financial statements of the MERCOR Group for the financial year from 1 April 2024 to 31 March 2025.

11. Consideration and approval of the Report of the Supervisory Board on its activities in the financial year from 1 April 2024 to 31 March 2025.

12. Voting on a resolution to give an opinion on the Report of the Supervisory Board on the Remuneration of Members of the Management Board and Supervisory Board for the financial year from 1 April 2024 to 31 March 2025.

13. Coverage of loss for the financial year from 1 April 2024 to 31 March 2025.

14 Discharging Members of the Management Board of liability for their activities in the financial year from 1 April 2024 to 31 March 2025.

15. Discharging Members of the Supervisory Board of liability for their activities in the financial year from 1 April 2024 to 31 March 2025.

16. Voting on a resolution to amend the Company’s Articles of Association.

17. Voting on a resolution to amend the Company’s Articles of Association.

18. Voting on a resolution to authorise the Supervisory Board to restate the Company’s Articles of Association.

19. Voting on a resolution to appoint a member of the Supervisory Board in order to fill a vacancy.

20. Voting on a resolution to allocate a portion of statutory reserve funds to dividend distribution and to approve a dividend payment.

21. Closing of the General Meeting.

The Company hereby provides, attached hereto, the updated wording of the draft resolutions of the Annual General Meeting, which also includes the draft resolution concerning the newly added agenda item 20.

Legal basis: Section 20.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state.

Draft resolutions for MERCOR Annual General Meeting to be held on September 30th 2025

The Management Board of MERCOR S.A. publishes, attached hereto, the draft resolutions to be considered and voted on by the Annual General Meeting of the Company on September 30th 2025, as well as documents relevant for those resolutions.

The Company’s Supervisory Board gave a positive opinion on the draft resolutions for the Annual General Meeting convened for September 30th 2025.

Legal basis: Par. 20.1.2 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state

Notice of Ordinary General Meeting of MERCOR S.A. for September 30th 2025

The Management Board of MERCOR S.A. publishes, attached hereto, the Notice of an Ordinary General Meeting of MERCOR S.A. to be held on September 30th 2025.

Legal basis: Par. 20.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state

Rescheduled date of release for three months of FY 2025/2026 periodic report covering the period  from April 1-nd 2025 from June 30-th 2025

The Management Board of MERCOR S.A. announces a change to the scheduled date of release of the periodic report for the three months of the financial year 2025/2026, covering the period from April 1-st 2025 to  June 30-th 2025. The release date for that periodic report as communicated in Current Report No. 4/2025 has been rescheduled from August 22-nd 2025 to August 29-th 2025.

Legal basis: Section 84.2 of the Minister of Finance’s Regulation of 10 June 2025 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state.

Value of new orders in July 2025 and in February – July 2025

The Management Board of MERCOR S.A. reports that the value of new orders received by the Mercor Group in July 2025 was about PLN 61.9m, compared with PLN 55.6m in the same period last year, an increase of 11%.

In the period from February 2025 to July 2025 the Group secured new orders worth about PLN 344.0m, compared with PLN 288.1m in the same period a year earlier, an increase of 19%.

Legal basis: Article 17(1) of MAR – Inside information

Value of new orders in June 2025 and in January – June 2025

Group in June 2025 was about PLN 76.6m, compared with PLN 50.1m in the same period last year, an increase of 53%.

In the period from January 2025 to June 2025 the Group secured new orders worth about PLN 327.2m, compared with PLN 265.1m in the same period a year earlier, an increase of 23%.

Legal basis: Article 17(1) of MAR – Inside information

Rescheduled date of release for FY 2024/2025 periodic report covering the period 1 April 2024–31 March 2025

The Management Board of MERCOR S.A. announces a change to the scheduled date of release of the periodic report for the financial year 2024/2025, covering the period from 1 April 2024 to 31 March 2025. The release date for that periodic report as communicated in Current Report No. 4/2025 has been rescheduled from 15 July 2025 to 31 July 2025.

Legal basis: Section 84.2 of the Minister of Finance’s Regulation of 10 June 2025 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state.

Value of new orders in May 2025 and in December 2024 – May 2025

The Management Board of MERCOR S.A. reports that the value of new orders received by the Mercor Group in May 2025 was about PLN 52.2m, compared with PLN 53.2m in the same period last year, an decrease of 2%.

In the period from December 2024 to May 2025 the Group secured new orders worth about PLN 292.6m, compared with PLN 246.5m in the same period a year earlier, an increase of 19%.

Legal basis: Article 17(1) of MAR – Inside information

Court registration of amendment to Company’s Articles of Association

The Management Board of Mercor S.A. (the “Company”) announces that on 9 June 2025 it was notified of the registration, on 6 June 2025, by the District Court for Gdańsk-Północ in Gdańsk, 7th Commercial Division of the National Court Register, of the amendment to the Company’s Articles of Association adopted by the General Meeting on 24 September 2024 by Resolution No. 23.

Under the Resolution, the Company’s share capital was reduced by PLN 62,165.25 (sixty-two thousand, one hundred and sixty-five złoty, twenty-five grosz). The reduced share capital amounts to PLN 3,830,154.00 (three million, eight hundred and thirty thousand, one hundred and fifty-four złoty). The share capital was reduced by cancelling 248,661 (two hundred and forty-eight thousand, six hundred and sixty-one) treasury shares held by the Company, conferring 248,661 (two hundred and forty-eight thousand, six hundred and sixty-one) voting rights at the General Meeting. Following the change, the number of all outstanding Company shares is 15,320,616 (fifteen million, three hundred and twenty thousand, six hundred and sixteen), with a par value of PLN 0.25 per share. The total number of voting rights at the General Meeting is 15,320,616 (fifteen million, three hundred and twenty thousand, six hundred and sixteen).

Adopted amendments:

Resolution No. 23 amended the wording of Article 5(1) of the Company’s Articles of Association:

“The Company’s share capital shall amount to PLN 3,830,154.00 (three million, eight hundred and thirty thousand, one hundred and fifty-four złoty) and shall be divided into 15,320,616 (fifteen million, three hundred and twenty thousand, six hundred and sixteen) shares with a par value of PLN 0.25 (twenty-five grosz) per share, including:

• 12,454,544 (twelve million, four hundred and fifty-four thousand, five hundred and forty-four) Series AA ordinary bearer shares numbered from AA 1 to AA 12,454,544,
• 1,442,569 (one million, four hundred and forty-two thousand, five hundred and sixty-nine) Series BB ordinary bearer shares numbered from BB 1 to BB 1,442,569,
• 1,423,503 (one million, four hundred and twenty-three thousand, five hundred and three) Series CC ordinary bearer shares numbered from CC 1 to CC 1,423,503.”

The Company publishes, attached hereto, the consolidated text of its Articles of Association.

Legal basis: Section 5.1 of the Minister of Finance’s Regulation of 29 March 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state.

President of UOKiK's decision to clear concentration

Further to Current Report No. 59/2024 of 25 November 2024 on the execution of transaction documents for contemplated divestment of assets and delayed disclosure of inside information, the Management Board of MERCOR S.A. (the “Company”) announces that it has been notified by the Company’s legal counsel that on 23 May 2025 the President of the Office of Competition and Consumer Protection (“UOKiK”) had issued unconditional clearance to complete the concentration consisting in the acquisition by Kingspan société à responsabilité limitée of Villepinte, France, of control over Mercor Light&Vent sp. z o.o. of Gdańsk, Poland, Mercor Czech Republic s.r.o. of Ostrava, Czech Republic, Mercor Slovakia s.r.o. of Bratislava, Slovakia, Mercor Fire Protection Systems S.R.L. of Chitila, Romania, Mercor Fire Protection UK Ltd of Manchester, United Kingdom, Mercor Ukraine sp. z o.o. of Drohovyzh, Ukraine, Tecresa Protección S.L. of Madrid, Spain, Mercor Centrum Usług Wspólnych sp. z o.o. of Gdańsk, Poland, and a newly formed company to which part of the business of Mercor Dunamenti Tűzvédelem Zrt. of Göd, Hungary, was transferred.

Accordingly, the Company announces the satisfaction of one of the conditions precedent to the transaction provided for in the preliminary agreement for contemplated divestment of shares in certain entities within the MERCOR Group holding assets involved in the manufacture and sale of comprehensive natural smoke exhaust systems and the manufacture and sale of comprehensive fire ventilation systems, as announced by the Company in Current Report No. 59/2024 of 25 November 2024 (“Transaction”).

Further key developments in the Transaction will be disclosed by the Company in subsequent current reports.

Legal basis: Article 17(1) of MAR – Inside information

Value of new orders in April 2025 and in November 2024 – April 2025

The Management Board of MERCOR S.A. reports that the value of new orders received by the Mercor Group in April 2025 was about PLN 56.7m, compared with PLN 45.3m in the same period last year, an increase of 25%.

In the period from November 2024 to April 2025 the Group secured new orders worth about PLN 285.2m, compared with PLN 241.9m in the same period a year earlier, an increase of 18%.

Legal basis: Article 17(1) of MAR – Inside information

Value of new orders in March 2025 and in October 2024 – March 2025

The Management Board of MERCOR S.A. reports that the value of new orders received by the Mercor Group in March 2025 was about PLN 41.1m, compared with PLN 37.6m in the same period last year, an increase of 12%.

In the period from October 2024 to March 2025 the Group secured new orders worth about PLN 276.8m, compared with PLN 254.7m in the same period a year earlier, an increase of 9%.

Legal basis: Article 17(1) of MAR – Inside information

Contribution of organised part of business to subsidiary

The Management Board of MERCOR S.A. (the “Company”), further to Current Report No. 59/2024 of 25 November 2024 announcing the execution of transaction documents for divestment of assets of the Company and its subsidiaries and delayed disclosure of inside information, and Current Report No. 8/2025 of 6 February 2025 announcing the publication of resolutions passed by the Company’s Extraordinary General Meeting of 6 February 2025 (the “EGM”), to which is attached the EGM Resolution No. 5 of 6 February 2025 approving the disposal of an organised part of the Company’s business in the form of:

1. natural smoke exhaust activities, consisting in the provision of advisory services, development of engineering designs, acquisition of customers, tendering for contracts, manufacture, sale of products and services, installation, maintenance and after-sales support related to complex lighting solutions and natural smoke exhaust systems, along with functions allocated thereto, i.e., the design, marketing, tendering, domestic and foreign sales, manufacturing, installation and maintenance functions, separated within the Company’s organisational structures by the Management Board Resolution No. 8/2024 of 18 July 2024 (the “Natural Smoke Exhaust Division”); and
2. fire ventilation activities, consisting in the provision of advisory services, development of engineering designs, acquisition of customers, tendering for contracts, manufacture, sale of products and services, installation, maintenance and after-sales support related to complex fire ventilation systems and facilities, along with functions allocated thereto, i.e. the design, tendering, domestic and foreign sales, manufacturing, installation, maintenance and marketing functions, separated within the Company’s organisational structures by the Management Board Resolution No. 8/2024 of 18 July 2024 (the “Fire Ventilation Division”);

announces that on 1 April 2025, by executing an agreement on the transfer of shares, loan receivables and organised parts of the business, the Company transferred the Natural Smoke Exhaust Division and the Fire Ventilation Division (jointly: the “In-Kind Contribution”) as an in-kind contribution to its subsidiary Mercor Light&Vent spółka z ograniczoną odpowiedzialnością of Gdańsk, entered in the Business Register of the National Court Register under No. KRS 0001107620 (“Mercor Light&Vent”) as payment for newly issued shares in the increased share capital of Mercor Light&Vent.

In exchange for the In-Kind Contribution, on 1 April 2025, the Company subscribed for 553,975 new shares, with a total par value of PLN 27,698,750 (twenty-seven million, six hundred and ninety-eight thousand, seven hundred and fifty), in the share capital of Mercor Light&Vent.

The In-Kind Contribution was made as part of the process of separating the Company’s assets involved in the manufacture and sale of comprehensive natural smoke exhaust systems and the manufacture and sale of comprehensive fire ventilation systems, announced by the Company in Current Report No. 59/2024 of 25 November 2024.

Legal basis: Article 17(1) of MAR – Inside information

No expressions of interest to purchase shares under the share repurchase procedure and decision to withdraw from demerger of Fire Protection of Building Structures Division, and, consequently, continuation of operational activities in fire protection of building structures, active fire suppression and other solutions

Further to Current Report No. 9/2025 of 6 February 2025 concerning the planned repurchase of shares from the Company’s shareholders opposed to the material change of its business profile (the “Share Repurchase”) pursuant to Resolution No. 7 of the Extraordinary General Meeting dated 6 February 2025 on a material change of the Company’s business profile and amendments to its Articles of Association (“EGM Resolution No. 7”), as well as Current Report No. 11/2025 of 5 March 2025 on an update on the rules for the repurchase of shares, as corrected on 18 March 2025, the Management Board of MERCOR S.A. (the “Company”) announces that:

1. 25 March 2025 marked the expiry of the deadline, set in accordance with Art. 417.2 of the Polish Commercial Companies Code (the “Commercial Companies Code”), for the Company’s shareholders or non-shareholder third parties to express their intention to purchase Company shares under the Share Repurchase procedure and to make payments corresponding to the purchase price of such shares;
2. None of the Company’s shareholders or non-shareholder third parties made any payment towards the purchase of shares, nor expressed an intention to purchase Company shares under the Share Repurchase procedure, either directly to the Company or via its brokerage partner Santander Bank Polska S.A. – Santander Biuro Maklerskie of Warsaw (“Santander”), which has supported the Company in connection with the Share Repurchase process (as announced by the Company in Current Report No. 11/2025).

Accordingly, the Management Board announces that, regardless of the fact that the deadline for submission of repurchase requests by dissenting shareholders due to the material change of the Company’s business profile as specified in EGM Resolution No. 7 has not yet passed, the Share Repurchase procedure is deemed concluded due to the lack of any payments made to the Company within the statutory deadline set forth in Art. 417.2 of the Commercial Companies Code.

As a result, the shares of the Company’s shareholders opposed to the material change of its business profile who have submitted a request to have their shares repurchased under the Share Repurchase procedure will not be repurchased from them, and EGM Resolution No. 7 – pursuant to Art. 416.4 of the Commercial Companies Codes – becomes null and void.

At the same time, the Management Board announces that it has decided to withdraw from the contemplated demerger of the organised part of the Company’s business involving the fire protection of building structures. The business consists in the provision of advisory services, development of engineering designs, acquisition of customers, tendering for contracts, manufacture, sale of products and services and after-sales support related to comprehensive systems for the fire protection of building structures, along with functions allocated thereto, i.e. the tendering, domestic and foreign sales, manufacturing, installation and marketing functions. The organised part of the business referred to above was separated within the Company’s organisational structure pursuant to Management Board Resolution No. 8/2024 dated 18 July 2024 (the “Fire Protection of Building Structures Division”).

Furthermore, the Management Board announces that Resolution No. 6 of the Extraordinary General Meeting dated 6 February 2025 to approve the disposal of the organised part of the Company’s business will not be implemented. Consequently, the Company will continue to conduct its operational activities and will not change its business profile to that of a holding company.

Legal basis: Article 17(1) of MAR – Inside information

Correction of Current Report No. 11/2025 on an update of the rules for the repurchase of shares

The Management Board of MERCOR S.A. (the “Company”) hereby publishes a correction of Current Report No. 11/2025 issued on 5 March 2025, concerning an update of the rules for the repurchase of shares from dissenting shareholders due to material change of the Company’s business profile.

An appendix to Current Report No. 11/2025, specifying the rules for the repurchase of shares from dissenting shareholders due to material change of the Company’s business profile, contained an error, i.e. an incorrect date for notifying an intention to buy shares tendered for repurchase and for the payment of the purchase price by shareholders or other investors.

Pursuant to Art. 417.2 of the Commercial Companies Code, the correct date is 25 March 2025, not 25 April 2025, as was erroneously stated.

Updated rules for the repurchase of shares from dissenting shareholders due to material change of the Company’s business profile are attached to this report.

Legal basis: Article 17(1) of MAR – Inside information