Company Announcement

Company Announcement No. 9

This notice supersedes Company Announcement No. 8 dated 24 February 2026.
Agenda item 7 (Proposal to amend reporting language to English) has been moved to item 3, prior to the presentation of the Annual Report.

Mendole A/S

Charlottenlund, Denmark - 24 February 2026

Mendole A/S (the "Company"), CVR no. 44010259, ISIN: DK0064307672, ticker: MENDO, listed on Spotlight Stock Market, hereby convenes the Annual General Meeting to be held as follows:

Date: 24 March 2026

Time: 10:00 - 12:00 (CET)

Venue: Charlottenlund Slot, Jægersborg Allé 1, 2920 Charlottenlund, Denmark

The Annual General Meeting will be conducted in accordance with the Company's Articles of Association and the Danish Companies Act.

Agenda

1. Election of Chairman of the meeting

2. Presentations by the Chairman of the Board and Executive Management

3. Proposal to amend the Articles of Association regarding reporting language (English)

4. Presentation and approval of the audited Annual Report

5. Resolution on allocation of profit or coverage of loss according to the approved Annual Report

6. Election of members to the Board of Directors

7. Election of auditor

8. Proposal to authorize the Board of Directors to increase the share capital

9. Any other business

Item 3 - Proposal to amend reporting language

The Board of Directors proposes that the Company's reporting language be changed to English.

Amendment to the Articles of Association

It is proposed that a new section 14.3 is added to the Articles of Association with the following wording:

The Company's group language is English. The Company's annual report shall be prepared in English to the extent permitted by applicable law.

Item 6 - Election of members to the Board of Directors

Henrik Theisler (Chair)

Knud Truelsen

Anders Bang Olsen

Thomas Kaas Selsø

All are standing for re-election.

Item 8 - Proposal to authorize the Board of Directors to increase the share capital

Background

The proposed authorization reflects the Company's acquisition-driven growth strategy and ensures flexibility to execute share-based acquisitions, strategic partnerships and capital initiatives when deemed appropriate by the Board of Directors.

The proposal increases the existing authorization from approximately 27.2% to 60% of the Company's registered share capital, thereby enhancing the Board's financial flexibility.

Mendole operates with an active M&A strategy, where share-based consideration may form part of the transaction structure in order to align interests with sellers and preserve balance sheet flexibility.

Commenting on the proposal, Dan Lauritzen, CEO of Mendole A/S, states:

"Mendole's strategy is built around disciplined acquisitions and long-term value creation. The proposed authorization provides the flexibility required to execute transactions efficiently, while maintaining a responsible capital structure. The Board remains committed to ensuring that any future share issuance is value-accretive and aligned with the interests of our shareholders."

Proposed Resolution

1. Authorize the Board of Directors, in the period until 24 March 2028, to increase the Company's share capital on one or more occasions by up to a nominal amount of DKK 320,975.34.

2. The capital increase is without pre-emptive right for the Company's shareholders .

3. The subscription amount may be paid in cash and/or by contribution in kind.

4. The new shares shall be ordinary shares without special rights, carry the same rights as existing shares, be fully paid up, be freely transferable, be issued in dematerialised form through VP Securities A/S, and be registered in the Company's shareholder register.

5. The Board of Directors is authorized to make such amendments to the Company's Articles of Association as may be required in connection with the exercise of the authorization.

The shareholders should note that according to Spotlight's regulations section 8.2, resolutions to issue shares, warrants, or convertible instruments without shareholders' preferential subscription rights must be adopted or approved by the general meeting where the subscribers are board members, management, employees, their close relations, or entities controlled by them. Such resolutions are valid only if supported by at least nine-tenths of both the votes cast and the share capital represented at the general meeting.

Amendment to the Articles of Association

It is proposed that the existing expired authorizations in sections 4.4 - 4.6 of the Articles of Association be deleted in their entirety and replaced with the following:

4.4 Authorization to carry out capital increase(s) by issuing new shares

At the ordinary general meeting on 24 March 2026, the Company's board of directors was authorized for a period until 24 March 2028 to increase the share capital on one or more occasions by up to a nominal amount of DKK 320,975.34.

For shares issued as a result of the exercise of the authorization, the following shall apply:

a)      payment must be made in full;

b)     the new shares shall be ordinary shares;

c)      the capital increase is without pre-emptive right for the Company's shareholders, and no restrictions shall apply to the new shareholders' pre-emption rights in connection with future increases;

d)     the subscription amount may be paid in cash and/or by contribution in kind;

e)      the Company's shares are freely transferable and are issued as negotiable instruments through VP Securities A/S in dematerialised form. There is no redemption obligation or any other restriction on the transferability of the shares;

f)       the shares are negotiable instruments; and

g)      the shares shall be registered in the name of the shareholder.

Participation

Shareholders wishing to attend the Annual General Meeting must register their attendance in accordance with the instructions available on the Company's website.

Record Date

The record date is 17 March 2026, being one week prior to the Annual General Meeting. Only shareholders registered in the Company's shareholder register with VP Securities A/S as of the record date are entitled to attend and vote at the Annual General Meeting. Changes to shareholdings registered after the record date will not affect voting entitlement.

Admission and Voting

Each share of DKK 0.1 carries one (1) vote. Resolutions are adopted by a simple majority of votes cast, unless the Danish Companies Act or the Articles of Association require a higher majority. Amendments to the Articles of Association require the approval of at least two-thirds of both the votes cast and the share capital represented at the meeting.

Proxy and Postal Votes

Shareholders who are unable to attend in person may vote by proxy. Proxy forms are available on the Company's website at investor@mendole.com. Completed proxy forms must be received by the Company no later than 21 March 2026.

Shareholders may submit questions in advance of the Annual General Meeting by email to investor@mendole.com.

For further information, please contact:

Investor Relations

Mendole A/S

Email: investor@mendole.com

About Mendole A/S

Mendole A/S is an acquisition-driven company focused on building long-term shareholder value through strategic investments and operational value creation. The Company is listed on Spotlight Stock Market under the ticker MENDO.