Current
reports

Draft resolutions of Extraordinary General Meeting of MERCOR S.A. to be held on January 26th 2023

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 January 26th 2023, as well as documents relevant for those resolutions.

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 January 26th 2023

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 January 26th 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

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 December 19th 2022, it purchased 349 Company shares at an average price of PLN 13.10 per share. The total value of the purchased shares was PLN 4,571.90. The purchased shares represent 0.00223% of the Company’s share capital and total voting rights;
• on December 20th 2022, it purchased 404 Company shares at an average price of PLN 13.50 per share. The total value of the purchased shares was PLN 5,454.00. The purchased shares represent 0.00258% of the Company’s share capital and total voting rights;
• on December 21st 2022, it purchased 438 Company shares at an average price of PLN 13.50 per share. The total value of the purchased shares was PLN 5,913.00. The purchased shares represent 0.00280% of the Company’s share capital and total voting rights;
• on December 22nd 2022, it purchased 464 Company shares at an average price of PLN 13.45 per share. The total value of the purchased shares was PLN 6,240.80. The purchased shares represent 0.00296% of the Company’s share capital and total voting rights;
• on December 23rd 2022, it purchased 468 Company shares at an average price of PLN 13.459 per share. The total value of the purchased shares was PLN 6,298.80. The purchased shares represent 0.00299% 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 91,381. They represent 0.58359% 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 December 19th and December 23rd 2022.

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 December 13th 2022, it purchased 265 Company shares at an average price of PLN 13.50 per share. The total value of the purchased shares was PLN 3,577.50. The purchased shares represent 0.00169% of the Company’s share capital and total voting rights;
• on December 15th 2022, it purchased 325 Company shares at an average price of PLN 13.50 per share. The total value of the purchased shares was PLN 4,387.50. The purchased shares represent 0.00208% of the Company’s share capital and total voting rights;
• on December 16th 2022, it purchased 337 Company shares at an average price of PLN 13.10 per share. The total value of the purchased shares was PLN 4,414.70. The purchased shares represent 0.00215% 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 89,258. They represent 0.57003% 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 December 13th and December 16th 2022.

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 November 2022 and in June–November 2022

The Management Board of MERCOR S.A. reports that the value of new orders received by the Mercor Group in November 2022 was about PLN 46.5m, compared with PLN 46.2m in the same period last year, an increase of 1%.

In the period from June to November 2022, the Group secured new orders worth about PLN 297.1m, compared with PLN 259.4m in the same period a year earlier, an increase of 15%.

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

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 December 7th 2022, it purchased 106 Company shares at an average price of PLN 13.50 per share. The total value of the purchased shares was PLN 1,430.85. The purchased shares represent 0.00068% of the Company’s share capital and total voting rights;
• on December 8th 2022, it purchased 6 Company shares at an average price of PLN 13.45 per share. The total value of the purchased shares was PLN 80.40. The purchased shares represent 0.00004% of the Company’s share capital and total voting rights;
• on December 9th 2022, it purchased 284 Company shares at an average price of PLN 13.50 per share. The total value of the purchased shares was PLN 3,834.00. The purchased shares represent 0.00181% 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 88,331. They represent 0.56411% 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 December 7th and December 9th 2022.

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 Agreement with Santander Bank Polska Spółka Akcyjna

The Management Board of MERCOR S.A. announces that on November 28th 2022 the Company executed a current account and foreign currency account overdraft facility agreement with Santander Bank Polska Spółka Akcyjna of Warsaw (the “Agreement”).

The Agreement is to replace the existing credit facility agreement between MERCOR S.A. and mBank S.A. of Warsaw.

Under the Agreement, Santander Bank Polska has agreed to make available to the Company a credit facility of PLN 28,560,000.00 intended to finance its day-to-day business activities, with the option to simultaneously draw down the facility in EUR up to an amount not higher than the equivalent of PLN 10,000,000.00.

The final repayment date for all amounts outstanding under the overdraft facility has been set at November 28th 2024.

The interest rate on the amount drawn in PLN has been based on WIBOR for one-month bank deposits, while the interest rate on the amount drawn in EUR has been based on EURIBOR for one-month interbank deposits. According to the Agreement, the Bank will charge an upfront arrangement fee on the facility amount granted, and will be charging a commitment fee on the undrawn balance of the available facility amount and a management fee on the amount drawn down.

Contractual security interests under the Agreement include a mortgage over the Company’s property in Mirosław near Płock, a registered pledge over inventories and a registered pledge over a machining centre. As for contractual covenants, the Company has agreed to maintain adequate levels of the average monthly payments into the current account held with the Bank, the share of equity, and the net debt to EBITDA ratio.

One of the conditions for disbursement is the provision of a certificate from the existing lender, mBank S.A. of Warsaw, stating the total amount of debt currently oustanding under the facility advanced by that lender. The first drawdown under the overdraft facility will be used to repay the existing facility being refinanced.

The Agreement is considered a reportable significant agreement because of its value and significance to the Company.

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

Correction of Current Report No. 53/2022

The Management Board of MERCOR S.A. hereby publishes a correction of Current Report No. 53/2022 released on November 10th 2022.

Due to a manifest clerical error, the original Current Report No. 53/2022 contained misstated names of the months in which new orders were received. The body of the report should have referred to the same months as those stated in the title.

Accordingly, the body of the report should read as follows:

“The Management Board of MERCOR S.A. reports that the value of new orders received by the Mercor Group in October 2022 was about PLN 45.6m, compared with PLN 41.6m in the same period last year, an increase of 10%.

In the period from May to October 2022, the Group secured new orders worth about PLN 297.9m, compared with PLN 263.6m in the same period a year earlier, an increase of 13%.”

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

Value of new orders in October 2022 and in May–October 2022

The Management Board of MERCOR S.A. reports that the value of new orders received by the Mercor Group in September 2022 was about PLN 45.6m, compared with PLN 41.6m in the same period last year, an increase of 10%.

In the period from April to September 2022, the Group secured new orders worth about PLN 297.9m, compared with PLN 263.6m in the same period a year earlier, an increase of 13%.

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 17th 2022, it purchased 340 Company shares at an average price of PLN 13.30 per share. The total value of the purchased shares was PLN 4,522.00. The purchased shares represent 0.00217% of the Company’s share capital and total voting rights;
• on October 18th 2022, it purchased 342 Company shares at an average price of PLN 13.25 per share. The total value of the purchased shares was PLN 4,531.50. The purchased shares represent 0.00218% of the Company’s share capital and total voting rights;
• on October 19th 2022, it purchased 352 Company shares at an average price of PLN 13.26 per share. The total value of the purchased shares was PLN 4,667.45. The purchased shares represent 0.00225% of the Company’s share capital and total voting rights;
• on October 20th 2022, it purchased 363 Company shares at an average price of PLN 13.25 per share. The total value of the purchased shares was PLN 4,809.75. The purchased shares represent 0.00232% of the Company’s share capital and total voting rights;
• on October 21st 2022, it purchased 378 Company shares at an average price of PLN 13.20 per share. The total value of the purchased shares was PLN 4,989.60. The purchased shares represent 0.00241% 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 87,935. They represent 0.56158% 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 17th and October 21st 2022.

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 10th 2022, it purchased 320 Company shares at an average price of PLN 13.40 per share. The total value of the purchased shares was PLN 4,288.00. The purchased shares represent 0.00204% of the Company’s share capital and total voting rights;
• on October 11th 2022, it purchased 326 Company shares at an average price of PLN 13.32 per share. The total value of the purchased shares was PLN 4,342.40. The purchased shares represent 0.00208% of the Company’s share capital and total voting rights;
• on October 12th 2022, it purchased 338 Company shares at an average price of PLN 13.35 per share. The total value of the purchased shares was PLN 4,512.30. The purchased shares represent 0.00216% of the Company’s share capital and total voting rights;
• on October 13th 2022, it purchased 348 Company shares at an average price of PLN 13.20 per share. The total value of the purchased shares was PLN 4,593.60. The purchased shares represent 0.00222% of the Company’s share capital and total voting rights;
• on October 15th 2022, it purchased 331 Company shares at an average price of PLN 13.35 per share. The total value of the purchased shares was PLN 4,418.85. The purchased shares represent 0.00211% 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 86,160. They represent 0.55025% 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 10th and October 15th 2022.

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 2022 and in April–September 2022

The Management Board of MERCOR S.A. reports that the value of new orders received by the Mercor Group in September 2022 was about PLN 59.6m, compared with PLN 39.9m in the same period last year, an increase of 49%.

In the period from April to September 2022, the Group secured new orders worth about PLN 302.1m, compared with PLN 263.5m in the same period a year earlier, an increase of 15%.

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

Answer to Shareholder question

The Management Board of MERCOR S.A. of Gdańsk (the  “Company”) hereby publishes its answer to a question submitted by a Shareholder at the Annual General Meeting of the Company (the “AGM”) on September 30th 2022:

Question:

How does the Company define independence of Supervisory Board members and which members of the Supervisory Board are independent?

Answer:

The Company defines independence of Supervisory Board members in accordance with Art. 13.1 of its Articles of Association, i.e. based on the criteria and conditions set out in generally applicable laws, as well as other regulations pertaining to the independence criteria required to be met by members of supervisory boards of listed companies (including, in particular, those prescribed by the principles of corporate governance adopted by the Supervisory Board of the Warsaw Stock Exchange, applicable to the regulated market in the territory of Poland, which is the listing venue for Company shares).

As at the date of the AGM, the independent members of the Supervisory Board of the Company were: Mr Arkadiusz Kęsicki, Mr Eryk Karski, Mr Blażej Żmijewski and Mr Pathy TIMU ZENZO.

Legal basis:  Par. 19.1.12 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 October 3rd 2022, it purchased 253 Company shares at an average price of PLN 13.098 per share. The total value of the purchased shares was PLN 3,313.85. The purchased shares represent 0.00162% of the Company’s share capital and total voting rights;
• on October 4th 2022, it purchased 286 Company shares at an average price of PLN 12.90 per share. The total value of the purchased shares was PLN 3,689.40. The purchased shares represent 0.00183% of the Company’s share capital and total voting rights;
• on October 5th 2022, it purchased 301 Company shares at an average price of PLN 13.20 per share. The total value of the purchased shares was PLN 3,973,20. The purchased shares represent 0.00192% of the Company’s share capital and total voting rights;
• on October 6th 2022, it purchased 313 Company shares at an average price of PLN 13,138 per share. The total value of the purchased shares was PLN 4,112.20. The purchased shares represent 0.00200% of the Company’s share capital and total voting rights;
• on October 7th 2022, it purchased 218 Company shares at an average price of PLN 13.215 per share. The total value of the purchased shares was PLN 2,880.90. The purchased shares represent 0.00139% 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 84,497. They represent 0.53962% 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 3rd and October 7th 2022.

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 26th 2022, it purchased 115 Company shares at an average price of PLN 12.90 per share. The total value of the purchased shares was PLN 1,483.50. The purchased shares represent 0.00073% of the Company’s share capital and total voting rights;
• on September 27th 2022, it purchased 125 Company shares at an average price of PLN 13.00 per share. The total value of the purchased shares was PLN 1,625.00. The purchased shares represent 0.00080% of the Company’s share capital and total voting rights;
• on September 28th 2022, it purchased 119 Company shares at an average price of PLN 12.70 per share. The total value of the purchased shares was PLN 1,511.30. The purchased shares represent 0.00076% of the Company’s share capital and total voting rights;
• on September 29th 2022, it purchased 128 Company shares at an average price of PLN 13.00 per share. The total value of the purchased shares was PLN 1,664.00. The purchased shares represent 0.00082% of the Company’s share capital and total voting rights;
• on September 30th 2022, it purchased 251 Company shares at an average price of PLN 12.90 per share. The total value of the purchased shares was PLN 3,237.90. The purchased shares represent 0.00160% 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 83,126. They represent 0.53087% 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 26th and September 30th 2022.

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