Current
reports

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 4th 2023, it purchased 911 Company shares at an average price of PLN 24.829 per share. The total value of the purchased shares was PLN 22,619.10. The purchased shares represent 0.00585% of the Company’s share capital and total voting rights;
• on September 5th 2023, it purchased 972 Company shares at an average price of PLN 24.88 per share. The total value of the purchased shares was PLN 24,182.90. The purchased shares represent 0.00624% 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 57,353. They represent 0.36837% 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 4th and September 8th 2023.

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 7th 2023.

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

Dividend resolution

The Management Board of MERCOR S.A. reports that on September 7th 2023 the Annual General Meeting of the Company passed a resolution to pay dividend.

1. The total amount to be distributed to shareholders is PLN 23,509,608.27.
2. The amount of dividend per share is PLN 1.51.
3. Number of shares: 15,569,277. No dividend will be paid on treasury shares held by the Company as at the dividend record date following the share buyback.
4. The dividend record date was set for September 14th 2023.
5. The dividend payment date was set for November 20th 2023.

Legal basis: Par. 19.2 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

List of shareholders holding 5% or more of total voting rights in the Company participating in the Annual General Meeting held on September 7th 2022

The Management Board of MERCOR S.A. hereby publishes, as an attachment to this report, a list of shareholders holding 5% or more of total voting rights at the Annual General Meeting of the Company held on September 7th 2023.

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

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 August 28th 2023, it purchased 632 Company shares at an average price of PLN 21.80 per share. The total value of the purchased shares was PLN 13,777.60. The purchased shares represent 0.00406% of the Company’s share capital and total voting rights;
• on August 29th 2023, it purchased 684 Company shares at an average price of PLN 21.9997 per share. The total value of the purchased shares was PLN 15,047.80. The purchased shares represent 0.00439% of the Company’s share capital and total voting rights;
• on August 30th 2023, it purchased 700 Company shares at an average price of PLN 22.6886 per share. The total value of the purchased shares was PLN 15,882.00. The purchased shares represent 0.00450% of the Company’s share capital and total voting rights;
• on August 31st 2023, it purchased 749 Company shares at an average price of PLN 23.0055 per share. The total value of the purchased shares was PLN 17,231.10. The purchased shares represent 0.00481% of the Company’s share capital and total voting rights;
• on September 1st 2023, it purchased 829 Company shares at an average price of PLN 24.50 per share. The total value of the purchased shares was PLN 20,310.50. The purchased shares represent 0.00532% 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 55,470. They represent 0.35628% 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 August 28th and September 1st 2023.

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

Decisions of the Director of the Tax Administration Chamber in Gdańsk of August 30th 2023

Further to Current Report No. 11/2023 and previous periodic disclosures, the Management Board of MERCOR S.A. of Gdańsk (the “Company”) announces that on August 30th 2023, after having re-examined the Company’s appeals (filed in response to the judgments issued by the Provincial Administrative Court of Gdańsk on February 28th 2023) regarding:

1. the decision of the Head of the Gdańsk Province Tax Office in Gdańsk concerning the assessment of the Company’s corporate income tax liability for the tax year from April 1st 2012 to March 31st 2013 (“2012/2013”) (referred to as “Case 1”);
2. the decision of the Head of the Gdańsk Province Tax Office in Gdańsk concerning the assessment of the Company’s default interest on unpaid corporate income tax advances for March 2023 (referred to as “Case 2”);

the Director of the Tax Administration Chamber in Gdańsk issued the following decisions:

1. in Case 1: the Director vacated the decision of the first-instance authority in its entirety and assessed the Company’s loss for the 2012/2013 tax year at PLN 47,846,227.66;
2. in Case 2: the Director vacated the decision of the first-instance authority in its entirety and discontinued the proceedings.

Both decisions are final.

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 August 21st 2023, it purchased 433 Company shares at an average price of PLN 21.2166 per share. The total value of the purchased shares was PLN 9,186.80. The purchased shares represent 0.00278% of the Company’s share capital and total voting rights;
• on August 22nd 2023, it purchased 473 Company shares at an average price of PLN 21.80 per share. The total value of the purchased shares was PLN 10,311.40. The purchased shares represent 0.00304% of the Company’s share capital and total voting rights;
• on August 23rd 2023, it purchased 483 Company shares at an average price of PLN 21.90 per share. The total value of the purchased shares was PLN 10,577.70. The purchased shares represent 0.00310% of the Company’s share capital and total voting rights;
• on August 24th 2023, it purchased 541 Company shares at an average price of PLN 21.80 per share. The total value of the purchased shares was PLN 11,793.80. The purchased shares represent 0.00347% of the Company’s share capital and total voting rights;
• on August 25th 2023, it purchased 621 Company shares at an average price of PLN 21.80 per share. The total value of the purchased shares was PLN 17,537.80. The purchased shares represent 0.00399% 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 51,876. They represent 0.33319% 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 August 21st and August 25th 2023.

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 August 14th 2023, it purchased 284 Company shares at an average price of PLN 21.80 per share. The total value of the purchased shares was PLN 6,191.20. The purchased shares represent 0.00182% of the Company’s share capital and total voting rights;
• on August 16th 2023, it purchased 299 Company shares at an average price of PLN 21.80 per share. The total value of the purchased shares was PLN 6,518.20. The purchased shares represent 0.00192% of the Company’s share capital and total voting rights;
• on August 17th 2023, it purchased 297 Company shares at an average price of PLN 21.996 per share. The total value of the purchased shares was PLN 6,532.90. The purchased shares represent 0.00191% of the Company’s share capital and total voting rights;
• on August 18th 2023, it purchased 351 Company shares at an average price of PLN 21.90 per share. The total value of the purchased shares was PLN 7,686.90. The purchased shares represent 0.00225% 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 49,325. They represent 0.31681% 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 August 14th and August 18th 2023.

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

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 August 7th 2023, it purchased 241 Company shares at an average price of PLN 21.70 per share. The total value of the purchased shares was PLN 5,229.70. The purchased shares represent 0.00155% of the Company’s share capital and total voting rights;
• on August 8th 2023, it purchased 241 Company shares at an average price of PLN 21.40 per share. The total value of the purchased shares was PLN 5,157.40. The purchased shares represent 0.00155% of the Company’s share capital and total voting rights;
• on August 9th 2023, it purchased 242 Company shares at an average price of PLN 21.40 per share. The total value of the purchased shares was PLN 5,178.80. The purchased shares represent 0.00155% of the Company’s share capital and total voting rights;
• on August 10th 2023, it purchased 226 Company shares at an average price of PLN 21.20 per share. The total value of the purchased shares was PLN 4,791.20 The purchased shares represent 0.00145% of the Company’s share capital and total voting rights;
• on August 11th 2023, it purchased 230 Company shares at an average price of PLN 21.40 per share. The total value of the purchased shares was PLN 4,922.00. The purchased shares represent 0.00148% 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 48,094. They represent 0.30890% 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 August 7th and August 11th 2023.

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

Draft resolutions for MERCOR Annual General Meeting to be held on September 7th 2023

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 7th 2023, 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 7th 2023.

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 Ordinary General Meeting of MERCOR S.A. for September 7th 2023

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 7th 2023.                                                                                                                        

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

Value of new orders in July 2023 and in February–July 2023

The Management Board of MERCOR S.A. announces that the value of new orders received by the Mercor Group in July 2023 was approximately PLN 48.5m, having remained largely flat on July 2022, when it stood at PLN 48.3m 

In the period from February to July 2023, the Group secured new orders worth about PLN 315.8m, compared with PLN 294.5m in the same period a year earlier, an increase of 7%.

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

Appointment of MERCOR S.A. Management Board for a new joint term of office

On August 10th 2023, the Supervisory Board of MERCOR S.A. appointed the Company’s Management Board for a new joint term of office, which will commence upon the conclusion of the Annual General Meeting convened, among others, to receive the Company’s financial statements for the fiscal year ended March 31st 2023. Pursuant to Supervisory Board Resolutions No. 37/2023, 38/2023 and 39/2023, Krzysztof Krempeć, Jakub Lipiński and Tomasz Kamiński were reappointed as President, First Vice President and Member of the Management Board, respectively.                         

Krzysztof Krempeć graduated with a Master's degree from the Gdańsk University of Physical Education and Sport, majoring in physical education.

During his career, Mr. Krempeć:

• from 1983 to 1986 – worked as a medical equipment technician at Healthcare Centre No. 2 in Gdańsk,
• from 1987 to 1988 – worked as a social services specialist and foreman at Zakład Usługowo-Produkcyjny POLONEZ sp. z o.o. in Sopot,
• since 1988 – has led MERCOR S.A. as Vice President and, since March 2008, as President of its Management Board.

Since 2014, he has served as President of the Management Board of Jeździecki Klub Sportowy Barłomino sp. z o.o. (formerly MAG1 sp. z o.o.), and since 2017 as President of the Management Board of Periban Poland sp. z o.o. He has also sat on the management and supervisory boards of various Mercor Group subsidiaries.

Jakub Lipiński is a graduate of the Faculty of Computer Science and Electronic Economy of the Poznań Academy of Economics (now Poznań University of Economics and Business).

He joined MERCOR S.A. in May 2013. During his first four years at the Company, he worked as a financial auditor, and since February 2017 he has served as First Vice President of the Management Board, Chief Financial Officer. Mr. Lipiński began his career in 2006 at PricewaterhouseCoopers Sp. z o.o. as member of its audit team. In 2007–2009, he held the position of a consultant and in 2009 was promoted to senior consultant. In June 2010, he assumed the role of a financial auditor at Dovista Polska Holding Sp. z o.o. (now Dovista Polska Sp. z o.o.), a subsidiary of a Danish window and door manufacturing group, where he stayed until joining MERCOR S.A.

From 2017 to 2019, Mr. Lipiński served on the Management Board of the subsidiary DFM Doors sp. z o.o., and since September 2022 he has been President of the Management Board of the subsidiary MERCOR Centrum Usług Wspólnych sp. z o.o. He also sits on the supervisory boards of other Mercor subsidiaries, namely Elmech-ASE S.A. (since December 2021) and MCR Tech Lab sp. z o.o. (since July 2022).

Tomasz Kamiński is a graduate of the Faculty of Electrical and Control Engineering of the Gdańsk University of Technology. He has also completed a postgraduate programme in smoke control systems (fire ventilation) at the Faculty of Environmental Engineering of the Warsaw University of Technology.

Mr. Kamiński has been part of the MERCOR S.A. team since 1997. He first worked as a technical and sales specialist at the Fire Ventilation Department and in 2005 was promoted to its Head. Since 2008, he has held the position of Division Director and in February 2017 was appointed to the Company’s Management Board.

In 2013–2016, Mr. Kamiński served on the Management Board of MB1 Sp. z o.o., which operates the Mercor Group’s manufacturing plant in Mirosław. Since 2014, he has been sitting on the Board of Directors of the Spain-based subsidiary Tecresa Protección Pasiva S.L..

Tomasz Kamiński is also a long-time member of the Polish Ventilation Association, which serves the fire ventilation and protection industry.

The Company further announces that Krzysztof Krempeć, Jakub Lipiński and Tomasz Kamiński have submitted representations to the effect that they are not engaged in any activities competing with MERCOR S.A.’s business, are not shareholders or partners in any company or partnership competing with the Company, and do not serve on a governing body of any legal entity competing with MERCOR S.A. Krzysztof Krempeć, Jakub Lipinski and Tomasz Kamiński have also represented that they are included in the Register of Insolvent Debtors maintained under the National Court Register Act.

Legal basis: Par. 5.5 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

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 July 31st 2023, it purchased 307 Company shares at an average price of PLN 21.80 per share. The total value of the purchased shares was PLN 6,692.60. The purchased shares represent 0.00197% of the Company’s share capital and total voting rights;
• on August 1st 2023, it purchased 281 Company shares at an average price of PLN 21.80 per share. The total value of the purchased shares was PLN 6,125.80. The purchased shares represent 0.00180% of the Company’s share capital and total voting rights;
• on August 2nd 2023, it purchased 263 Company shares at an average price of PLN 21.60 per share. The total value of the purchased shares was PLN 5,680.80. The purchased shares represent 0.00169% of the Company’s share capital and total voting rights;
• on August 3rd 2023, it purchased 257 Company shares at an average price of PLN 21.70 per share. The total value of the purchased shares was PLN 5,576.90 The purchased shares represent 0.00165% of the Company’s share capital and total voting rights;
• on August 4th 2023, it purchased 243 Company shares at an average price of PLN 21.759 per share. The total value of the purchased shares was PLN 5,287.40. The purchased shares represent 0.00156% 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 46,914. They represent 0.30132% 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 July 31st and August 4th 2023.

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 July 24th 2023, it purchased 313 Company shares at an average price of PLN 21.90 per share. The total value of the purchased shares was PLN 6,854.70. The purchased shares represent 0.00201% of the Company’s share capital and total voting rights;
• on July 25th 2023, it purchased 264 Company shares at an average price of PLN 21.60 per share. The total value of the purchased shares was PLN 5,702.40. The purchased shares represent 0.00170% of the Company’s share capital and total voting rights;
• on July 26th 2023, it purchased 308 Company shares at an average price of PLN 21.80 per share. The total value of the purchased shares was PLN 6,714.40. The purchased shares represent 0.00198% of the Company’s share capital and total voting rights;
• on July 27th 2023, it purchased 312 Company shares at an average price of PLN 21.80 per share. The total value of the purchased shares was PLN 6,801.60 The purchased shares represent 0.00200% of the Company’s share capital and total voting rights;
• on July 28st 2023, it purchased 316 Company shares at an average price of PLN 21.50 per share. The total value of the purchased shares was PLN 6,794.00. The purchased shares represent 0.00203% 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 45,563. They represent 0.29265% 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 July 24th and July 28th 2023.

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