Mendole A/S announces a directed issue and public offering of up to DKK 59 million and publishes information document

Company announcement no. 19

This information is information that Mendole A/S is obliged to make public pursuant to the EU Market Abuse Regulation (EU No. 596/2014). The information was submitted for publication, through the agency of the contact person set out below, on 28 August 2026.

Hedehusene, 28 August 2026. The Board of Directors of Mendole A/S (“Mendole” or the “Company”, ticker MENDO, ISIN DK0064307672) today announces a directed private placement followed by a public offering of new shares in the Company (the “Offering”), raising gross proceeds of up to DKK 59 million at a subscription price of DKK 6.90 per share, to part-finance the Company’s acquisition of Rebo A/S. In connection with the Offering, the Company publishes a simplified information document prepared pursuant to section 4.16 of Spotlight Stock Market’s regulations (the “Information Document”), which is available as described below.

The public offering is carried out in collaboration with Nordnet. Completion of the Offering is a condition to closing of the Rebo acquisition; the Offering is not itself conditional on the acquisition being completed.

The Offering in brief

Background and reasons for the directed issue

Mendole is a listed buy-and-build platform in Danish technical property services, admitted to trading on Spotlight since October 2025. On 31 July 2026 the Company signed a conditional agreement to acquire 100% of Rebo A/S (CVR 20961503), a well-established Danish plumbing, renovation and relining company with approximately 73 employees. The acquisition adds plumbing and relining as a new vertical and materially increases the Group’s scale; on a pro forma basis the combined Group has 2026E revenue of DKK 300–350 million and EBITDA of DKK 30–40 million.

The Offering is carried out as a directed issue without pre-emptive rights for existing shareholders. The Board considers this structure to be in the interest of the Company and its shareholders as a whole: it enables the Company to raise the required capital within the transaction timetable and with greater execution certainty than a pre-emptive rights issue; it can typically be completed faster and at lower cost and market risk; and it broadens the shareholder base and supports the liquidity of the share. As completion of the Offering is a condition to closing the acquisition, the Board regards these considerations as particularly important. The deviation from pre-emptive rights may dilute existing shareholders as set out above.

Subscription price

The subscription price of DKK 6.90 per share has been determined by the Board, in consultation with the Company’s financial adviser, on the basis of market soundings with investors in the directed private placement and by reference to the prevailing market price of the Mendole share on Spotlight, including the volume-weighted average price over a period preceding pricing, and to customary market practice for directed issues. On this basis the Board assesses that the subscription price has been set on market terms. The detailed basis for that assessment is set out in the Information Document.

Use of proceeds

Net proceeds are applied, in priority order: first, to fund the DKK 30 million Rebo earn-out escrow deposited at closing and the DKK 5 million cash escrow securing the acquisition loan; and second, the balance to the continued operation of the Group, working capital, acquisition readiness and general corporate purposes supporting the Group’s buy-and-build pipeline. Estimated transaction and offering costs are approximately DKK 5 million. No portion is earmarked for dividends.

Completion of the Offering is not conditional on the Rebo acquisition, and the Offering has no minimum level: it is completed at the level subscribed. If, contrary to the Company’s expectation, the acquisition does not complete, whether because the Offering does not raise proceeds sufficient to fund it or for any other reason, the Offering will still proceed, subscriptions will not be cancelled or refunded, and the net proceeds would then be applied, at the Board’s discretion, to the continued operation of the Group, its working capital, and other acquisitions within the Company’s buy-and-build strategy.

Consideration shares issued to the sellers of Rebo

Separately from, and in addition to, the Offering, the Company will at closing of the Rebo acquisition issue DKK 6 million of new Mendole shares (approximately 869,565 shares at DKK 6.90 per share) to the sellers of Rebo as part of the acquisition consideration. These consideration shares are issued at the same price as the Offering, by way of contribution in kind (the sellers contributing seller notes), and are subject to lock-up (50% for 12 months and 50% for 24 months from closing). Approximately 4% of the maximum acquisition consideration is payable in Mendole shares.

The consideration shares constitute a separate issuance from the Offering and are conditional on completion of the acquisition; they do not form part of the public offering. Both the Offering and the consideration shares are issued within the Company’s share-issue authorisation described below, and the maximum dilution figure stated above reflects full use of that authorisation.

Authorisation and general meetings

The Offering is carried out under the authorisation adopted at the extraordinary general meeting held on 28 August 2026, which authorises the Board to issue up to nominally DKK 1,000,000 (10,000,000 new shares) until 28 August 2031 and which replaced the authorisation adopted at the annual general meeting on 24 March 2026. The subscription period opens on 31 August 2026, after that general meeting, so the full capacity required for the Offering is available from the first day of the subscription period. The Company has 5,349,589 shares of nominal DKK 0.10 outstanding, corresponding to a share capital of nominally DKK 534,958.90, as at the date of this announcement. On full subscription of the Offering and issue of the consideration shares to the sellers of Rebo A/S, the Company would have up to 14,769,878 shares outstanding, corresponding to a share capital of nominally DKK 1,476,987.80.

The same general meeting, whose resolutions are set out in company announcement no. 18 of today, elected Kim Bjørn Pedersen to the Board of Directors. Kim Bjørn Pedersen personally provides the DKK 18 million acquisition loan described in the Information Document and holds between 5% and 9.99% of the shares and votes in Skjern Bank A/S, which provides the DKK 20 million acquisition facility; he is therefore not independent, and both arrangements are treated by the Company as transactions with a closely related party. Anders Bang Olsen stepped down from the Board of Directors with effect from 28 August 2026, and the Board therefore comprises four members: Henrik Theisler (Chairman), Thomas Kaas Selsø, Knud Juul Truelsen and Kim Bjørn Pedersen.

A further extraordinary general meeting has been convened for 11 September 2026, the last day of the subscription period, at which the Board is proposed to be authorised to issue up to 579,710 warrants at an exercise price of DKK 6.90 per share to the CEO of Rebo A/S, under the retention bonus agreement entered into on 31 July 2026 in connection with the acquisition. The warrants would be granted only during 2029, and only if Rebo’s EBITDA for the 2028 financial year reaches at least DKK 10 million, and the authorisation lapses if the Rebo acquisition has not closed by 30 September 2026. The warrant programme is described in the Information Document and in the notice of that meeting.

Relationship to the Rebo acquisition

Closing of the Rebo acquisition is conditional on the Offering raising proceeds sufficient to fund it and on the acquisition debt financing being in place. The Offering itself is not conditional on the acquisition. Further detail on the acquisition, its financing and related-party matters is set out in the Company’s announcement of the acquisition and in the Information Document.

Guarantee commitments

Guarantee commitments of up to DKK 20 million are being negotiated with investors introduced by Eminova Partners Corporate Finance AB. No binding agreement has been entered into, and no assurance can be given that any will be concluded. Any agreement will be announced separately; further detail is set out in the Information Document.

Inside information

At the time of the Offering, the Company confirms that it is not delaying the disclosure of any inside information pursuant to Article 17 of the Market Abuse Regulation, and that throughout the period its shares have been admitted to trading on Spotlight it has complied with the disclosure obligations applicable to it.

Advisers

Kapital Partner acts as financial adviser to the Company. Lund Elmer Sandager Advokatpartnerselskab acts as legal adviser. Nordea Issuing / Nordnet act as issuing agent and subscription platform. Baker Tilly Denmark is the Company’s auditor.

Information Document

The simplified information document prepared pursuant to section 4.16 of Spotlight’s regulations is published together with this announcement and is available on the Company’s website at www.mendole.com and on Spotlight’s website at www.spotlightstockmarket.com. The document is not an offer of securities and has not been approved by any regulatory authority; Spotlight Stock Market is a multilateral trading facility (MTF), not a regulated market. Prospective investors should read the whole document, including the risk factors.

For further information

Dan Lauritzen, CEO · dan@mendole.com · +45 31 31 37 26 Andreea Mercurean, Investor Relations · investor@mendole.com

About Mendole A/S

Mendole A/S is a listed buy-and-build platform in Danish technical property services, admitted to trading on Spotlight since October 2025. The Group acquires and develops established, owner-led companies serving commercial, industrial and residential buildings, active in roofing and roof maintenance, energy services, electrical installation and LED lighting, and will employ approximately 155 people following the Rebo acquisition. The Group operates a decentralised model in which acquired companies keep their own brand and management while the Group adds capital, shared finance and IT, procurement scale and an M&A engine.

Mendole A/S · CVR 44010259 · LEI 984500AE8BDFF786A171 · Guldalderen 13, Fløng, 2640 Hedehusene, Denmark

Important information

This announcement is not an offer to sell, or a solicitation of an offer to buy, any securities, and does not constitute a prospectus. The Offering is made solely on the basis of the Information Document. The Offering is a secondary issue directed to the public that falls outside the prospectus requirements of Regulation (EU) 2017/1129, as the total public offering is below the applicable threshold; no approved prospectus is required or has been prepared.

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Japan, Canada, New Zealand, South Africa, Hong Kong, Switzerland, Singapore, South Korea, Russia, Belarus or any other jurisdiction in which such release, publication or distribution would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption.

This announcement contains forward-looking statements and illustrative pro forma and target figures that are unaudited, do not constitute a profit forecast and are subject to risk and uncertainty. Actual results may differ materially.