Current
reports

Termination of share buy-back programme

The Management Board of MERCOR S.A. (the “Company”) announces that the share buy-back programme operated by the Company, approved by Resolution No. 5 of the Company’s Extraordinary General Meeting dated 30 June 2020(see Current Report No. 16/2020 of 1 July 2020), has been terminated in view of the fact that the funds allocated to the buy-back of Company shares have been used up.

Legal basis: Article 2(3) of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures in conjunction with Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

New date set for release of the interim report for six months of FY 2024/2025, covering the period 1 April 2024–30 September 2024

The Management Board of MERCOR S.A. announces a change to the scheduled date of release of the interim report for the six months of the financial year 2024/2025, covering the period from 1 April 2024 to 30 September 2024. The release date for that interim report as communicated in Current Report No. 2/2024 has been rescheduled from 2 December 2024 to 20 December 2024.

Legal basis: Section 80.2 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.

Share buyback

The Management Board of MERCOR S.A. (the “Company”, the “Issuer”) reports that the brokerage house Santander Bank Polska S.A. – Santander Biuro Maklerskie, acting for the account of the Issuer, executed the following transactions under the share buy-back programme approved by Resolution No. 5 of the Extraordinary General Meeting of the Company dated June 30th 2020 (the “Resolution”) (see Current Report No. 16/2020 of July 1st 2020):

• on Nowember 18th 2024, it purchased 235 Company shares at an average price of PLN 24.40 per share. The total value of the purchased shares was PLN 5,734.00. The purchased shares represent 0.00151% of the Company’s share capital and total voting rights;
• on Nowember 19th 2024, it purchased 246 Company shares at an average price of PLN 24.50 per share. The total value of the purchased shares was PLN 6,027.00. The purchased shares represent 0.00158% of the Company’s share capital and total voting rights;
• on Nowember 20th 2024, it purchased 310 Company shares at an average price of PLN 24.40 per share. The total value of the purchased shares was PLN 7,564.00. The purchased shares represent 0.00199% of the Company’s share capital and total voting rights;
• on Nowember 21st 2024, it purchased 336 Company shares at an average price of PLN 24.40 per share. The total value of the purchased shares was PLN 8,198.40. The purchased shares represent 0.00216% of the Company’s share capital and total voting rights;
• on Nowember 22nd 2024, it purchased 344 Company shares at an average price of PLN 24.40 per share. The total value of the purchased shares was PLN 8,393,60 The purchased shares represent 0.00221% of the Company’s share capital and total voting rights.

The total number of treasury shares held by the Issuer, including the shares purchased in those transactions, is 269,775. They represent 1.73274% of the Company’s share capital and total voting rights.

The Issuer publishes, attached hereto, a list with detailed particulars of the transactions executed under the share buy-back programme between Nowember 18th and Nowember 22nd 2024.

Legal basis:  Article 2 (3) of Commission Delegated Regulation (EU) 2016/1052 of March 8th 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures in conjunction with Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

Execution of transaction documents for contemplated divestment of assets and delayed disclosure of inside information

Inside information:

Pursuant to Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “MAR”), the Management Board of MERCOR S.A. (the “Company”) announces that on 22 November 2024 the Company and Kingspan société à responsabilité limitée, a subsidiary of Kingspan Group Plc (the “Investor”), executed a preliminary agreement (the “Agreement”) for contemplated divestment of shares in certain entities within the Company’s group holding assets involved in the business of: (i) manufacture and sale of natural smoke exhaust systems (“Natural Smoke Exhaust Systems”) and (ii) manufacture and sale of complex fire ventilation systems (“Fire Ventilation Systems”) (the “Transaction”).

Since the Company’s operations in the business of Natural Smoke Exhaust Systems and Fire Ventilation Systems in Poland and on other markets are integrated with other business activities, the Transaction would require several preparatory steps before completion. First, assets involved in the business of Natural Smoke Exhaust Systems and Fire Ventilation Systems would have to be spun off into separate entities, whose shares would then be sold to the Investor, or assets unrelated to those business areas would have to be transferred to entities outside the scope of the Transaction (jointly” the “Demerger”).

As provided for in the Agreement, during the transitional period between its execution and the Transaction closing, the Company would implement the Demerger as follows: assets involved in the business of Natural Smoke Exhaust Systems and Fire Ventilation Systems in Poland and Hungary would be transferred to designated subsidiaries, whose shares would then be acquired by the Investor upon closing. In Spain, assets unrelated to the business of Natural Smoke Exhaust Systems and Fire Ventilation Systems would be transferred to a newly established subsidiary of the Company, whose shares would be excluded from the Transaction. On closing, the Investor would also acquire shares in the Company’s subsidiaries operating in the business of Natural Smoke Exhaust Systems and Fire Ventilation Systems in the Czech Republic, Slovakia, Romania, Ukraine and the United Kingdom.

Under the Agreement, the Investor would pay a total consideration of PLN 420 million for the shares in the Company’s subsidiaries being divested (the “Divestment Companies”). However, up to PLN 60 million of this amount would be deferred, contingent upon the Divestment Companies achieving specified consolidated EBITDA thresholds generated by the Demerged business (to be ultimately carried out by the Divestment Companies) in the 12 months ending 31 March 2026 (“Target EBITDA”). If no Target EBITDA thresholds are met, no deferred payment will be made to the Company. However, reaching the specified thresholds would entitle the Company to a deferred payment ranging from PLN 15 million to PLN 60 million.

The Agreement additionally provides that the final price would be subject to adjustments based on the Investor’s audit of financial statements as at the closing date, to be performed using a method typical for business acquisition transactions (i.e. the completion accounts method).

Completion of the Transaction is subject to the following conditions precedent: (i) concentration clearance obtained by the Investor from the relevant antitrust authority, (ii) approval from the Company’s General Meeting for the transfer of its assets forming an organised part of the business, (iii) completion of the Demerger process, and (iv) approval from the Company’s financing banks for the Transaction, including the release of security interests created in favour of those banks over assets to be transferred in the Demerger process to the Divestment Companies.

The Agreement includes standard representations and warranties of the parties concerning the shares and activities of each company involved. In the event of a breach of these representations and warranties or a breach of contractual obligations, the parties will bear liability in accordance with the relevant provisions of the Agreement, within the time limits specified therein.

If the Transaction is successfully completed, the Company’s Management Board intends to recommend allocating a significant portion of the proceeds to dividend payments.

At the same time, pursuant to Art. 17(1) of the MAR, the Company hereby publishes delayed inside information concerning the execution on 29 November 2023 of a term sheet outlining preliminary terms of the Transaction and grant of exclusivity for negotiations to the Investor interested in potential acquisition of the Company’s assets (“Inside Information”).

Delayed Inside Information:

The Management Board of MERCOR S.A. (the “Company”) announces that on 29 November 2023 the Company signed a term sheet (the “Term Sheet”) with the Investor interested in potential acquisition of the Company’s material assets (including shares in certain Group entities), comprising the business of manufacture and sale of natural smoke exhaust systems and fire ventilation systems (the “Potential Transaction”), and granted exclusivity for negotiations to the Investor, thereby confirming its interest in the Investor’s bid and willingness to negotiate with a view to entering into legally binding documentation for the Potential Transaction.

At the same time, the Company’s Management Board announces that the Term Sheet has not created any legally binding obligations for the Company and completion of the Potential Transaction still remains uncertain.

Information on the review of strategic options will be publicly disclosed by the Company in accordance with applicable laws.

In the Company’s opinion, disclosure of information that would in effect confirm its interest in the Investor’s final bid could have compromised the Company’s legitimate interest and adversely affected its negotiating position by discouraging other potential investors from submitting final bids and misleading market participants.”

The direct reason for this delayed disclosure of Inside Information by the Company is the execution of the Agreement relating to the Transaction.

Pursuant to Art. 17(4) of the MAR, the Company will notify the Polish Financial Supervision Authority of the delay in disclosing inside information to the public, including reasons therefor, promptly after the release of this current report.

Legal basis: Article 17(1) and Article 17(4) MAR – Delayed public disclosure of inside information and public disclosure of inside information

Share buyback

The Management Board of MERCOR S.A. (the “Company”, the “Issuer”) reports that the brokerage house Santander Bank Polska S.A. – Santander Biuro Maklerskie, acting for the account of the Issuer, executed the following transactions under the share buy-back programme approved by Resolution No. 5 of the Extraordinary General Meeting of the Company dated June 30th 2020 (the “Resolution”) (see Current Report No. 16/2020 of July 1st 2020):

• on Nowember 12th 2024, it purchased 250 Company shares at an average price of PLN 24.60 per share. The total value of the purchased shares was PLN 6,150.00. The purchased shares represent 0.00161% of the Company’s share capital and total voting rights;
• on Nowember 13th 2024, it purchased 226 Company shares at an average price of PLN 24.70 per share. The total value of the purchased shares was PLN 5,582.20. The purchased shares represent 0.00145% of the Company’s share capital and total voting rights;
• on Nowember 14th 2024, it purchased 230 Company shares at an average price of PLN 24.70 per share. The total value of the purchased shares was PLN 5,681.00. The purchased shares represent 0.00148% of the Company’s share capital and total voting rights;
• on Nowember 15th 2024, it purchased 234 Company shares at an average price of PLN 24.60 per share. The total value of the purchased shares was PLN 5,756.40 The purchased shares represent 0.00150% of the Company’s share capital and total voting rights.

The total number of treasury shares held by the Issuer, including the shares purchased in those transactions, is 268,304. They represent 1.72329% of the Company’s share capital and total voting rights.

The Issuer publishes, attached hereto, a list with detailed particulars of the transactions executed under the share buy-back programme between Nowember 12th and Nowember 15th 2024.

Legal basis:  Article 2 (3) of Commission Delegated Regulation (EU) 2016/1052 of March 8th 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures in conjunction with Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

Value of new orders in October 2024 and in May 2024 – October 2024

The Management Board of MERCOR S.A. reports that the value of new orders received by the Mercor Group in October 2024 was about PLN 48.4m, compared with PLN 58.2m in the same period last year, an decrease of 17%.

In the period from May 2024 to October 2024, the Group secured new orders worth about PLN 301.9m, compared with PLN 328.0m in the same period a year earlier, an decrease of 8%.

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

Share buyback

The Management Board of MERCOR S.A. (the “Company”, the “Issuer”) reports that the brokerage house Santander Bank Polska S.A. – Santander Biuro Maklerskie, acting for the account of the Issuer, executed the following transactions under the share buy-back programme approved by Resolution No. 5 of the Extraordinary General Meeting of the Company dated June 30th 2020 (the “Resolution”) (see Current Report No. 16/2020 of July 1st 2020):

• on Nowember 4th 2024, it purchased 252 Company shares at an average price of PLN 24.657 per share. The total value of the purchased shares was PLN 6,213.60. The purchased shares represent 0.00162% of the Company’s share capital and total voting rights;
• on Nowember 5th 2024, it purchased 243 Company shares at an average price of PLN 24.70 per share. The total value of the purchased shares was PLN 6,002.10. The purchased shares represent 0.00156% of the Company’s share capital and total voting rights;
• on Nowember 6th 2024, it purchased 240 Company shares at an average price of PLN 24.592 per share. The total value of the purchased shares was PLN 5,902.10. The purchased shares represent 0.00154% of the Company’s share capital and total voting rights;
• on Nowember 7th 2024, it purchased 223 Company shares at an average price of PLN 24.70 per share. The total value of the purchased shares was PLN 5,508.10. The purchased shares represent 0.00143% of the Company’s share capital and total voting rights;
• on Nowember 8th 2024, it purchased 215 Company shares at an average price of PLN 24.70 per share. The total value of the purchased shares was PLN 5,310.50 The purchased shares represent 0.00138% of the Company’s share capital and total voting rights.

The total number of treasury shares held by the Issuer, including the shares purchased in those transactions, is 267,364. They represent 1.71725% of the Company’s share capital and total voting rights.

The Issuer publishes, attached hereto, a list with detailed particulars of the transactions executed under the share buy-back programme between Nowember 4th and Nowember 8th 2024.

Legal basis:  Article 2 (3) of Commission Delegated Regulation (EU) 2016/1052 of March 8th 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures in conjunction with Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

Share buyback

The Management Board of MERCOR S.A. (the “Company”, the “Issuer”) reports that the brokerage house Santander Bank Polska S.A. – Santander Biuro Maklerskie, acting for the account of the Issuer, executed the following transactions under the share buy-back programme approved by Resolution No. 5 of the Extraordinary General Meeting of the Company dated June 30th 2020 (the “Resolution”) (see Current Report No. 16/2020 of July 1st 2020):

• on October 29th 2024, it purchased 283 Company shares at an average price of PLN 24.70 per share. The total value of the purchased shares was PLN 6,990.10. The purchased shares represent 0.00182% of the Company’s share capital and total voting rights;
• on October 30th 2024, it purchased 278 Company shares at an average price of PLN 24.72 per share. The total value of the purchased shares was PLN 6,872.20. The purchased shares represent 0.00179% of the Company’s share capital and total voting rights;
• on October 31st 2024, it purchased 276 Company shares at an average price of PLN 24.60 per share. The total value of the purchased shares was PLN 6,789.60 The purchased shares represent 0.00177% of the Company’s share capital and total voting rights.

The total number of treasury shares held by the Issuer, including the shares purchased in those transactions, is 266,191. They represent 1.70972% of the Company’s share capital and total voting rights.

The Issuer publishes, attached hereto, a list with detailed particulars of the transactions executed under the share buy-back programme between October 28th and October 31st 2024.

Legal basis:  Article 2 (3) of Commission Delegated Regulation (EU) 2016/1052 of March 8th 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures in conjunction with Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

Share buyback

The Management Board of MERCOR S.A. (the “Company”, the “Issuer”) reports that the brokerage house Santander Bank Polska S.A. – Santander Biuro Maklerskie, acting for the account of the Issuer, executed the following transactions under the share buy-back programme approved by Resolution No. 5 of the Extraordinary General Meeting of the Company dated June 30th 2020 (the “Resolution”) (see Current Report No. 16/2020 of July 1st 2020):

• on October 21st 2024, it purchased 289 Company shares at an average price of PLN 24.50 per share. The total value of the purchased shares was PLN 7,080.50. The purchased shares represent 0.00186% of the Company’s share capital and total voting rights;
• on October 22nd 2024, it purchased 277 Company shares at an average price of PLN 24.599 per share. The total value of the purchased shares was PLN 6,813.80. The purchased shares represent 0.00178% of the Company’s share capital and total voting rights;
• on October 23th 2024, it purchased 280 Company shares at an average price of PLN 24.70 per share. The total value of the purchased shares was PLN 6,916.00. The purchased shares represent 0.00180% of the Company’s share capital and total voting rights;
• on October 24th 2024, it purchased 250 Company shares at an average price of PLN 24.60 per share. The total value of the purchased shares was PLN 6,150.00. The purchased shares represent 0.00161% of the Company’s share capital and total voting rights;
• on October 25th 2024, it purchased 296 Company shares at an average price of PLN 24.699 per share. The total value of the purchased shares was PLN 7,310.80 The purchased shares represent 0.00190% of the Company’s share capital and total voting rights.

The total number of treasury shares held by the Issuer, including the shares purchased in those transactions, is 265,354. They represent 1.70434% of the Company’s share capital and total voting rights.

The Issuer publishes, attached hereto, a list with detailed particulars of the transactions executed under the share buy-back programme between October 21st and October 25th 2024.

Legal basis:  Article 2 (3) of Commission Delegated Regulation (EU) 2016/1052 of March 8th 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures in conjunction with Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

Share buyback

The Management Board of MERCOR S.A. (the “Company”, the “Issuer”) reports that the brokerage house Santander Bank Polska S.A. – Santander Biuro Maklerskie, acting for the account of the Issuer, executed the following transactions under the share buy-back programme approved by Resolution No. 5 of the Extraordinary General Meeting of the Company dated June 30th 2020 (the “Resolution”) (see Current Report No. 16/2020 of July 1st 2020):

• on October 14th 2024, it purchased 241 Company shares at an average price of PLN 24.709 per share. The total value of the purchased shares was PLN 5,954.80. The purchased shares represent 0.00155% of the Company’s share capital and total voting rights;
• on October 15th 2024, it purchased 313 Company shares at an average price of PLN 24.737 per share. The total value of the purchased shares was PLN 7,742.60. The purchased shares represent 0.00201% of the Company’s share capital and total voting rights;
• on October 16th 2024, it purchased 307 Company shares at an average price of PLN 25.00 per share. The total value of the purchased shares was PLN 7,675.00. The purchased shares represent 0.00197% of the Company’s share capital and total voting rights;
• on October 17th 2024, it purchased 305 Company shares at an average price of PLN 25.00 per share. The total value of the purchased shares was PLN 7,625.00 The purchased shares represent 0.00196% of the Company’s share capital and total voting rights.

The total number of treasury shares held by the Issuer, including the shares purchased in those transactions, is 263,962. They represent 1.6954% of the Company’s share capital and total voting rights.

The Issuer publishes, attached hereto, a list with detailed particulars of the transactions executed under the share buy-back programme between October 14th and October 18th 2024.

Legal basis:  Article 2 (3) of Commission Delegated Regulation (EU) 2016/1052 of March 8th 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures in conjunction with Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

Share buyback

The Management Board of MERCOR S.A. (the “Company”, the “Issuer”) reports that the brokerage house Santander Bank Polska S.A. – Santander Biuro Maklerskie, acting for the account of the Issuer, executed the following transactions under the share buy-back programme approved by Resolution No. 5 of the Extraordinary General Meeting of the Company dated June 30th 2020 (the “Resolution”) (see Current Report No. 16/2020 of July 1st 2020):

• on October 7th 2024, it purchased 319 Company shares at an average price of PLN 24.40 per share. The total value of the purchased shares was PLN 7,783.60. The purchased shares represent 0.00205% of the Company’s share capital and total voting rights;
• on October 8th 2024, it purchased 274 Company shares at an average price of PLN 24.30 per share. The total value of the purchased shares was PLN 6,658.20. The purchased shares represent 0.00176% of the Company’s share capital and total voting rights;
• on October 9th 2024, it purchased 278 Company shares at an average price of PLN 24.399 per share. The total value of the purchased shares was PLN 6,782.90. The purchased shares represent 0.00179% of the Company’s share capital and total voting rights;
• on October 11th 2024, it purchased 281 Company shares at an average price of PLN 24.30 per share. The total value of the purchased shares was PLN 6,828.30. The purchased shares represent 0.00180% of the Company’s share capital and total voting rights;
• on October 12th 2024, it purchased 290 Company shares at an average price of PLN 24.80 per share. The total value of the purchased shares was PLN 7,192.00 The purchased shares represent 0.00186% of the Company’s share capital and total voting rights.

The total number of treasury shares held by the Issuer, including the shares purchased in those transactions, is 262,796. They represent 1.68791% of the Company’s share capital and total voting rights.

The Issuer publishes, attached hereto, a list with detailed particulars of the transactions executed under the share buy-back programme between October 7th and October 11th 2024.

Legal basis:  Article 2 (3) of Commission Delegated Regulation (EU) 2016/1052 of March 8th 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures in conjunction with Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

Value of new orders in September 2024 and in April 2024 – September 2024

The Management Board of MERCOR S.A. reports that the value of new orders received by the Mercor Group in September 2024 was about PLN 48.4m, compared with PLN 57.4m in the same period last year, an decrease of 16%.

In the period from April 2024 to September 2024, the Group secured new orders worth about PLN 298.8m, compared with PLN 307.1m in the same period a year earlier, an decrease of 3%.

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

Share buyback

The Management Board of MERCOR S.A. (the “Company”, the “Issuer”) reports that the brokerage house Santander Bank Polska S.A. – Santander Biuro Maklerskie, acting for the account of the Issuer, executed the following transactions under the share buy-back programme approved by Resolution No. 5 of the Extraordinary General Meeting of the Company dated June 30th 2020 (the “Resolution”) (see Current Report No. 16/2020 of July 1st 2020):

• on October 2nd 2024, it purchased 298 Company shares at an average price of PLN 24.854 per share. The total value of the purchased shares was PLN 7,406.40. The purchased shares represent 0.00191% of the Company’s share capital and total voting rights;
• on October 3th 2024, it purchased 298 Company shares at an average price of PLN 25.00 per share. The total value of the purchased shares was PLN 7,450.00 The purchased shares represent 0.00191% of the Company’s share capital and total voting rights.

The total number of treasury shares held by the Issuer, including the shares purchased in those transactions, is 261,354. They represent 1.67865% of the Company’s share capital and total voting rights.

The Issuer publishes, attached hereto, a list with detailed particulars of the transactions executed under the share buy-back programme between September 30th and October 4th 2024.

Legal basis:  Article 2 (3) of Commission Delegated Regulation (EU) 2016/1052 of March 8th 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures in conjunction with Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

Share buyback

The Management Board of MERCOR S.A. (the “Company”, the “Issuer”) reports that the brokerage house Santander Bank Polska S.A. – Santander Biuro Maklerskie, acting for the account of the Issuer, executed the following transactions under the share buy-back programme approved by Resolution No. 5 of the Extraordinary General Meeting of the Company dated June 30th 2020 (the “Resolution”) (see Current Report No. 16/2020 of July 1st 2020):

• on September 23th 2024, it purchased 396 Company shares at an average price of PLN 24.618 per share. The total value of the purchased shares was PLN 9,748.80. The purchased shares represent 0.00254% of the Company’s share capital and total voting rights;
• on September 24th 2024, it purchased 396 Company shares at an average price of PLN 24.70 per share. The total value of the purchased shares was PLN 9,781.20. The purchased shares represent 0.00254% of the Company’s share capital and total voting rights;
• on September 25th 2024, it purchased 399 Company shares at an average price of PLN 24.70 per share. The total value of the purchased shares was PLN 9,855.30. The purchased shares represent 0.00256% of the Company’s share capital and total voting rights;
• on September 26th 2024, it purchased 400 Company shares at an average price of PLN 24.70 per share. The total value of the purchased shares was PLN 9,880.00. The purchased shares represent 0.00257% of the Company’s share capital and total voting rights;
• on September 27th 2024, it purchased 366 Company shares at an average price of PLN 24.80 per share. The total value of the purchased shares was PLN 9,076.80 The purchased shares represent 0.00235% of the Company’s share capital and total voting rights.

The total number of treasury shares held by the Issuer, including the shares purchased in those transactions, is 260,758. They represent 1.67482% of the Company’s share capital and total voting rights.

The Issuer publishes, attached hereto, a list with detailed particulars of the transactions executed under the share buy-back programme between September 23th and September 27th 2024.

Legal basis:  Article 2 (3) of Commission Delegated Regulation (EU) 2016/1052 of March 8th 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures in conjunction with Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

Resolutions passed by Annual General Meeting of MERCOR S.A.

The Management Board of MERCOR S.A. hereby publishes, as an appendix to this report, the contents of the resolutions passed by the Annual General Meeting of the Company held on September 24th 2024.

The Annual General Meeting did not leave any agenda items unaddressed.

No objections were raised for the record.

Legal basis: Par. 19.1.6–9 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