Addition to the agenda of the Annual General Meeting

Nr 26/2025 / 9 Sep 2025 14:14
Addition to the agenda of the Annual General Meeting of MERCOR S.A. to be held on 30 September 2025

Further to Current Report No. 24/2025 of 4 September 2025, the Management Board of MERCOR S.A. announces that on 9 September 2025, it received a request from the shareholder PERMAG sp. z o.o. of Gdańsk. The request, submitted in connection with the Annual General Meeting of the Company convened by the Management Board for 30 September 2025, concerned the inclusion of a new item in the agenda of the Annual General Meeting pursuant to Art. 401.1 of the Polish Commercial Companies Code.

The shareholder requested the inclusion, as a new item on the agenda of the Annual General Meeting, of a resolution to allocate a portion of the Company’s statutory reserve funds to dividend distribution and to approve a dividend payment.

In the revised agenda of the Annual General Meeting, a new item 20 has been added following the current item 19, as proposed by the shareholder.

Consequently, the existing item 20 has been renumbered as item 21.

The revised agenda of the Annual General Meeting of Shareholders is as follows:

1. Opening of the General Meeting.

2. Appointment of Chair of the General Meeting.

3. Confirmation that the General Meeting has been duly convened and has the capacity to pass resolutions; registration of attendance.

4. Voting on a resolution to abolish the secrecy of voting on the resolution to appoint the ballot counting committee.

5. Appointment of the ballot counting committee.

6. Adoption of the agenda of the Annual General Meeting.

7. Presentation of resolutions:

  • the Supervisory Board resolution concerning the statements accompanying the separate financial statements of the Company and the consolidated financial statements of the MERCOR Group for the financial year from 1 April 2024 to 31 March 2025, prepared in accordance with 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,
  • the Supervisory Board resolution concerning the assessment of the separate financial statements of the Company, the consolidated financial statements of the MERCOR Group and the Directors’ Report on the operations of the Company and the MERCOR Group, including the sustainability report of the Group, for the financial year from 1 April 2024 to 31 March 2025,
  • the Supervisory Board resolution concerning the evaluation of the effectiveness of the Company’s internal control, risk management, and compliance systems and internal audit function for the financial year from 1 April 2024 to 31 March 2025,
  • the Supervisory Board resolution concerning the adoption of the Report of the Audit Committee on its activities in the financial year from 1 April 2024 to 31 March 2025,
  • the Supervisory Board resolution concerning the adoption of the Report of the Remuneration Committee on its activities in the financial year from 1 April 2023 to 31 March 2024,
  • the Management Board resolution concerning the Management Board’s recommendation for the General Meeting on the coverage of loss for the financial year from 1 April 2024 to 31 March 2025,
  • the Supervisory Board resolution concerning the assessment of the Management Board’s proposal as to the coverage of loss for the financial year from 1 April 2024 to 31 March 2025,
  • the Supervisory Board resolution concerning the Report of the Supervisory Board on the results of its assessment of the separate financial statements of the Company, the consolidated financial statements of the MERCOR Group, the Directors’ Report on the operations of the Company and the MERCOR Group, and the Management Board’s proposal as to the coverage of loss for the financial year from 1 April 2024 to 31 March 2025,
  • the Supervisory Board resolution concerning the adoption of the Report of the Supervisory Board on its activities in the financial year from 1 April 2024 to 31 March 2025,
  • the Supervisory Board resolution concerning the adoption of the Report of the Supervisory Board on the Remuneration of Members of the Management Board and Supervisory Board for the financial year from 1 April 2024 to 31 March 2025,
  • the Supervisory Board resolutions concerning requests for the General Meeting to discharge Management and Supervisory Board Members of liability for their activities in the financial year from 1 April 2024 to 31 March 2025,
  • the Management Board and Supervisory Board resolutions to amend the Company’s Articles of Association,
  • the Supervisory Board resolutions concerning draft resolutions of the Management Board submitted for inclusion in the agenda of the Annual General Meeting.

8. Consideration and approval of the Directors’ Report on the operations of the Company and the MERCOR Group in the financial year from 1 April 2024 to 31 March 2025.

9. Consideration and approval of the separate financial statements of the Company for the financial year from 1 April 2024 to 31 March 2025.

10. Consideration and approval of the consolidated financial statements of the MERCOR Group for the financial year from 1 April 2024 to 31 March 2025.

11. Consideration and approval of the Report of the Supervisory Board on its activities in the financial year from 1 April 2024 to 31 March 2025.

12. Voting on a resolution to give an opinion on the Report of the Supervisory Board on the Remuneration of Members of the Management Board and Supervisory Board for the financial year from 1 April 2024 to 31 March 2025.

13. Coverage of loss for the financial year from 1 April 2024 to 31 March 2025.

14 Discharging Members of the Management Board of liability for their activities in the financial year from 1 April 2024 to 31 March 2025.

15. Discharging Members of the Supervisory Board of liability for their activities in the financial year from 1 April 2024 to 31 March 2025.

16. Voting on a resolution to amend the Company’s Articles of Association.

17. Voting on a resolution to amend the Company’s Articles of Association.

18. Voting on a resolution to authorise the Supervisory Board to restate the Company’s Articles of Association.

19. Voting on a resolution to appoint a member of the Supervisory Board in order to fill a vacancy.

20. Voting on a resolution to allocate a portion of statutory reserve funds to dividend distribution and to approve a dividend payment.

21. Closing of the General Meeting.

The Company hereby provides, attached hereto, the updated wording of the draft resolutions of the Annual General Meeting, which also includes the draft resolution concerning the newly added agenda item 20.

Legal basis: Section 20.1.3 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.

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