Current
reports

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

Value of new orders in February 2025 and in September 2024 – February 2025

The Management Board of MERCOR S.A. reports that the value of new orders received by the Mercor Group in February 2025 was about PLN 47.9m, compared with PLN 40.8m in the same period last year, an increase of 17%.

In the period from September 2024 to February 2025 the Group secured new orders worth about PLN 283.1m, compared with PLN 274.6m in the same period a year earlier, an increase of 3%.

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

Update on the rules for the repurchase of shares from dissenting shareholders due to material change of the Company’s business profile

Further to Current Report No. 09/2025 of 6 February 2025 concerning the repurchase of shares from shareholders dissenting from the material change to the Company’s business profile, the Management Board of MERCOR S.A. (the “Company”) announces that, following the publication of Resolution No. 7 of the Extraordinary General Meeting of the Company dated 6 February 2025 (the “General Meeting”) on the material change to the Company’s business profile in the Monitor Sądowy i Gospodarczy official gazette (“MSIG”) on 4 March 2025, the final deadline for dissenting shareholders who were not present at the General Meeting to submit a repurchase request is 4 April 2025 (which is one month from the date of publication of the Resolution in MSIG).

All repurchase requests submitted to date remain valid and will be reviewed by the Management Board once potential buyers are identified and payment of an amount equal to the total purchase price of all acquired shares is made, in accordance with Art. 417.3 of the Polish Commercial Companies Code. The Management Board further announces that, as at the date of this report, the Company has not received any declarations of intent from shareholders to acquire Company shares.

Additionally, the Management Board announces that the share repurchase process and the identification of potential buyers will be conducted in collaboration with Santander Bank Polska S.A. – Santander Biuro Maklerskie of Warsaw (“Santander”), which is acting as the financial advisor for the sale of assets of the Company and its subsidiaries, as previously disclosed in Current Report No. 59/2024.

In light of the above, the rules for the repurchase of shares from dissenting shareholders due to the material change of the Company’s business profile, as well as the form of the share repurchase request, have been attached as appendices to this report and are available from the Investor Relations – General Meeting section of the Company’s website.

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

Value of new orders in January 2025 and in August 2024 – January 2025

The Management Board of MERCOR S.A. reports that the value of new orders received by the Mercor Group in January 2025 was about PLN 51.5m, compared with PLN 38.0m in the same period last year, an increase of 35%.

In the period from August 2024 to January 2025 the Group secured new orders worth about PLN 281.4m, compared with PLN 280.6m in the same period a year earlier, an increase of 0,3%.

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

Repurchase of shares from dissenting shareholders due to material change of the Company’s business profile

In connection with the adoption by the Extraordinary General Meeting (the “EGM”) of Resolution No. 7 dated 6 February 2025 on a material change of the Company’s business profile and amendments to its Articles of Association (the “Resolution”), the Management Board of MERCOR S.A. (the “Company”) hereby announces the commencement of a process to repurchase shares from shareholders opposed to that change, pursuant to Art. 416.4 of the Polish Commercial Companies Code (the “Commercial Companies Code”). The shares will be repurchased through the Management Board.

The repurchase will be carried out at a price determined by the Extraordinary General Meeting, in accordance with Art. 417.1 of the Commercial Companies Code, which has been set at PLN 26.91 per share.

Detailed rules for the repurchase of shares from dissenting shareholders due to the material change of the Company’s business profile, as well as the form of the share repurchase request which be used by shareholders absent from the EGM, have been attached as appendices to this report and are available from the Investor Relations – General Meeting section of the Company’s website.

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

Resolutions passed by Extraordinary 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 Extraordinary General Meeting of the Company held on September 24th 2024.

The Extraordinary 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

List of shareholders holding 5% or more voting rights at the Extraordinary General Meeting

The Management Board of MERCOR S.A. hereby publishes, as an attachment to this report, a list of shareholders holding 5% or more voting rights at the Extraordinary General Meeting of the Company held on February 6th 2025.

Legal basis: Art. 70.3 of the Act on Public Offering

Information on divestment of assets of the Company and its subsidiaries, with reference to Current Report No. 59/2024

Further to Current Report No. 59/2024 of 25 November 2024 along with the definitions contained therein, and in connection with the Extraordinary General Meeting of MERCOR S.A. (the “Company”) convened for 6 February 2025 (see: Current Report No. 01/2025 of 10 January 2025), the Company’s Management Board announces that on 30 January 2025 it adopted a document (in the form of a presentation) concerning the contemplated Divestment Transaction (the “Presentation”), where it outlines the rationale for the Transaction, its key terms, divestment assets in figures, conditions precedent to the Transaction, intended allocation of the Transaction proceeds (noting that final decisions in this regard may require resolutions by the Company’s relevant bodies), indicative distribution of the Transaction proceeds presented in graphic form and overview of the Company’s profile post-Transaction, including a comparison of the Company’s current structure with that projected after the divestment assets are sold to the Investor.

The Presentation is an integral part of this current report.

Disclaimer:

The Presentation is intended for information purposes only. It does not constitute an advertisement for or an offer of any publicly traded securities. Its contents have been compiled from sources considered reliable and accurate by the Company, although no assurance can be given that such sources are exhaustive or fully reflect the underlying facts.

The Presentation may contain some forward-looking statements, which represent an investment risk or a source of uncertainty and may differ materially from actual results.

The Company shall not be held liable for the consequences of any decisions made in reliance on the Presentation. Responsibility for its use shall lie solely with the user.

The Presentation includes information that has not been reviewed, audited or verified by an external auditor.

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

Resignation by Supervisory Board Member

The Management Board of MERCOR S.A. announces that on 21 January 2025 it was notified by Lucjan Myrda of his resignation as Member of the Company’s Supervisory Board, with effect from the same date.

Legal basis: Section 5.4 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.

Notice of full-year and interim results in 2025

The Management Board of MERCOR S.A. hereby publishes the schedule of its full-year and interim results to be released in 2025:

First and third quarter interim results:

• Q3 FY 2024/2025 consolidated report covering the period October 1st 2024–December 31st 2024: February 17th 2025;
• Q1 FY 2025/2026 consolidated report covering the period April 1st 2025–June 30th 2025: August 22nd 2025.

The Company further announces that no separate quarterly results will be released and its consolidated quarterly reports will incorporate the information referred to in Par. 62.1 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, dated March 29th 2018 (Dz. U. of 2018, item 757).

Half-year interim results:

• H1 FY 2025/2026 consolidated report (with the condensed half-year financial statements and the auditor’s report) covering the period April 1st 2025–September 30th 2025: December 1st 2025.

Full-year results:

• FY 2024/2025 separate full-year report covering the period April 1st 2024–March 31st 2025: July 15th 2025;
• FY 2024/2025 consolidated full-year report covering the period April 1st 2024–March 31st 2025: July 15th 2025.

To recall an earlier announcement: pursuant to Resolution No. 7 of the Extraordinary General Meeting of MERCOR S.A. dated October 29th 2009, the Company’s financial year runs from April 1st to March 31st.

Legal basis: Par. 80.1 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.

Value of new orders in December 2024 and in July 2024 – December 2024

The Management Board of MERCOR S.A. reports that the value of new orders received by the Mercor Group in December 2024 was about PLN 42.0m, compared with PLN 31.6m in the same period last year, an increase of 33%.

In the period from July 2024 to December 2024, the Group secured new orders worth about PLN 285.5m, compared with PLN 290.8m in the same period a year earlier, an decrease of 2%.

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

Draft resolutions for MERCOR Extraordinary General Meeting to be held on February 6th 2025

The Management Board of MERCOR S.A. publishes, attached hereto, the draft resolutions to be considered and voted on by the Extraordinary General Meeting of the Company on February 6th 2025, as well as documents relevant for those resolutions.

The Company’s Supervisory Board gave a positive opinion on the draft resolutions for the Extraordinary General Meeting convened for February 6th 2025.

Legal basis: Par. 19.1.2 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 Extraordinary General Meeting of MERCOR S.A. for February 6th 2025

The Management Board of MERCOR S.A. publishes, attached hereto, the Notice of an Extraordinary General Meeting of MERCOR S.A. to be held on February 6th 2025.                                                                                       

Legal basis: Par. 19.1.1 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