{"success":true,"data":{"pressRelease":{"id":"130509","rtpr_id":"nWkr8X91SG","ticker":"MENDO","exchange":"","all_tickers":["MENDO"],"title":"Notice of Extraordinary General Meeting","author":"Cision","published_at":"2026-08-28T15:07:59.350Z","article_body":"Mendole A/S\nMENDOLE A/S\n\nCVR no. 44010259 · ISIN DK0064307672 · ticker MENDO · Spotlight Stock\nMarket\n\nNotice of Extraordinary General Meeting\n\n \n\nMendole A/S (the \"Company\") hereby convenes an Extraordinary General Meeting\non Friday 11 September 2026 at 09:00 (CEST), at Guldalderen 13, 2640\nHedehusene. The meeting is held separately from the Extraordinary General\nMeeting on 28 August 2026 in order to establish, prior to Closing of the\nacquisition of Rebo A/S, the share option (warrant) programme required under\nclause 3 of the retention bonus agreement dated 31 July 2026.\n1. Election of chairman of the meeting.\n2. Authorisation to the Board of Directors to issue warrants and carry out the\nrelated capital increase, and corresponding amendment of the Articles of\nAssociation (share option programme for the CEO of Rebo A/S).\n3. Any other business.\nItem 2 - complete proposal\nThe Board proposes that the general meeting authorises the Board, pursuant to\nsections 155-157 and 169 of the Danish Companies Act, to issue warrants to\nJakob Daniel Geertsen (or a holding company wholly owned by him), CEO of Rebo\nA/S - the company which Mendole A/S has agreed to acquire and which becomes a\nwholly owned subsidiary of the Company on Closing - and to carry out the\nrelated capital increase, on the following terms:\n\n·     Scope: up to nominally DKK 57,971.00 (579,710 shares of DKK 0.10),\ncorresponding to an aggregate subscription value of up to DKK 4,000,000 at the\nexercise price stated below.\n\n·     Exercise price: DKK 6.90 per share, being the subscription price at\nwhich the Company issues shares in the capital raise carried out in connection\nwith the acquisition of Rebo A/S, as fixed by the Board of Directors on 26\nAugust 2026.\n\n·     Grant and exercise: granted immediately after the parties have\nagreed the bonus amount on the basis of Rebo A/S's audited EBITDA for the 2028\nfinancial year (expected during 2029); exercisable for 90 days from grant.\n\n·     No pre-emptive rights for existing shareholders. The Board carries\nout the capital increase on exercise; new shares are dematerialised via VP\nSecurities A/S, rank pari passu, and carry dividend rights from registration.\n\n·     Authorisation period: until 31 December 2030.\n\n·     Lapse: the authorisation lapses in its entirety, and no warrants\nmay be issued under it, if Closing of the acquisition of Rebo A/S has not\ntaken place by 30 September 2026, in accordance with clauses 2.1.2 and 4.1 of\nthe retention bonus agreement.\n\n·     Dilution: full exercise of the warrants corresponds to\napproximately 9.8% of the Company's current share capital, and to\napproximately 3.8% of the share capital following completion of the offering\nof up to 8,550,724 new shares and the issue of 869,565 consideration shares to\nthe sellers of Rebo A/S.\n\n·     Terms: the complete terms of the warrants are set out in Appendix 1\nto this notice and are incorporated in the Articles of Association pursuant to\nsection 169(2) of the Danish Companies Act.\nMajority\nItem 2 requires at least two-thirds of votes cast and of the voting capital\nrepresented (section 106). Jakob Daniel Geertsen is not a member of the\nCompany's management at the date of this notice, but will hold a management\nposition within the Group on Closing. As a matter of caution, the Board\ntherefore proposes that the resolution also be adopted with the majority\nrequired under Spotlight rule 8.2 for issues without pre-emptive rights to\nmembers of management, namely at least nine-tenths of votes cast and capital\nrepresented.\nPractical information\nShare capital: nominally DKK 534,958.90 (5,349,589 shares of DKK 0.10; one\nvote per DKK 0.10). Record date: 4 September 2026 - only shareholders\nregistered with VP Securities A/S on that date may attend and vote.\nProxy/postal votes must reach the Company by 8 September 2026; forms are on\nthe Company's website. The new shares issued in the Company's ongoing offering\n(subscription period 31 August - 11 September 2026) are not registered by the\nrecord date and therefore carry no right to attend or vote at this meeting.\nQuestions: investor@mendole.com.\n\nHedehusene, 28 August 2026 - The Board of Directors\nAppendix 1 - Terms of the warrants\nThe following terms form part of the proposal under item 2 and are\nincorporated in the Company's Articles of Association pursuant to section\n169(2) of the Danish Companies Act.\n\n1.  Issuer: Mendole A/S, CVR no. 44010259, Guldalderen 13, Fløng, 2640\nHedehusene, Denmark.\n\n2.  Holder: Jakob Daniel Geertsen, or a holding company wholly owned by him.\n\n3.  Number: up to 579,710 warrants, each conferring the right to subscribe\nfor one share of nominally DKK 0.10 in the Company, corresponding to a maximum\nnominal amount of DKK 57,971.00.\n\n4.  Exercise price: DKK 6.90 per share of nominally DKK 0.10, payable in\ncash on subscription.\n\n5.  Grant: the warrants are granted immediately after the parties have\nagreed the bonus amount under clause 2.6.1 of the retention bonus agreement\ndated 31 July 2026, on the basis of Rebo A/S's audited EBITDA for the 2028\nfinancial year. The number granted follows the sliding scale in clause 2.1.3\nof that agreement, from an aggregate subscription value of DKK 1,000,000 at an\nEBITDA of DKK 10,000,000 to DKK 4,000,000 at an EBITDA of DKK 25,000,000 or\nabove, with linear interpolation between the steps. No warrants are granted if\nRebo A/S's EBITDA for the 2028 financial year is below DKK 10,000,000.\n\n6.  Exercise period: 90 days from grant. Warrants not exercised within that\nperiod lapse without compensation to the holder.\n\n7.  Transferability: the warrants are personal. They may not be transferred,\npledged or otherwise disposed of, except to a holding company wholly owned by\nthe holder, or by inheritance.\n\n8.  Lapse: the warrants lapse without compensation if the holder is a Bad\nLeaver as defined in clause 2.5.3 of the retention bonus agreement. These\nterms and the underlying authorisation lapse in their entirety if Closing of\nthe acquisition of Rebo A/S has not taken place by 30 September 2026.\n\n9.  Adjustment: if the Company's share capital is altered by a bonus issue,\na capital reduction, a share split or reverse share split, a merger, a\ndemerger, or a capital increase at a price below market value, the number of\nwarrants and the exercise price are adjusted so that the value of the warrants\nremains, so far as possible, unchanged. Adjustments are made by the Board of\nDirectors and confirmed by the Company's auditor. No adjustment is made in\nrespect of the offering of up to 8,550,724 new shares carried out in\nconnection with the acquisition of Rebo A/S or the issue of 869,565\nconsideration shares to the sellers of Rebo A/S.\n\n10.  New shares: shares subscribed on exercise are issued without\npre-emptive rights for existing shareholders, are of the same class as the\nCompany's other shares, are issued in dematerialised form through VP\nSecurities A/S, are negotiable instruments, are subject to no restrictions on\ntransferability, and carry rights, including the right to dividend, from\nregistration of the capital increase with the Danish Business Authority.\n\n11.  Governing law: these terms are governed by Danish law.\n\nhttps://news.cision.com/mendole-a-s/r/notice-of-extraordinary-general-meeting%2Cc4389294\n\n\n\n(c) Cision 2026","article_body_html":"","raw_payload":{"data":{"id":"nWkr8X91SG","title":"Notice of Extraordinary General Meeting","author":"Cision","ticker":"MENDO","created":"2026-08-28T15:07:59.350Z","tickers":["MENDO"],"exchange":"","article_body":"Mendole A/S\nMENDOLE A/S\n\nCVR no. 44010259 · ISIN DK0064307672 · ticker MENDO · Spotlight Stock\nMarket\n\nNotice of Extraordinary General Meeting\n\n \n\nMendole A/S (the \"Company\") hereby convenes an Extraordinary General Meeting\non Friday 11 September 2026 at 09:00 (CEST), at Guldalderen 13, 2640\nHedehusene. The meeting is held separately from the Extraordinary General\nMeeting on 28 August 2026 in order to establish, prior to Closing of the\nacquisition of Rebo A/S, the share option (warrant) programme required under\nclause 3 of the retention bonus agreement dated 31 July 2026.\n1. Election of chairman of the meeting.\n2. Authorisation to the Board of Directors to issue warrants and carry out the\nrelated capital increase, and corresponding amendment of the Articles of\nAssociation (share option programme for the CEO of Rebo A/S).\n3. Any other business.\nItem 2 - complete proposal\nThe Board proposes that the general meeting authorises the Board, pursuant to\nsections 155-157 and 169 of the Danish Companies Act, to issue warrants to\nJakob Daniel Geertsen (or a holding company wholly owned by him), CEO of Rebo\nA/S - the company which Mendole A/S has agreed to acquire and which becomes a\nwholly owned subsidiary of the Company on Closing - and to carry out the\nrelated capital increase, on the following terms:\n\n·     Scope: up to nominally DKK 57,971.00 (579,710 shares of DKK 0.10),\ncorresponding to an aggregate subscription value of up to DKK 4,000,000 at the\nexercise price stated below.\n\n·     Exercise price: DKK 6.90 per share, being the subscription price at\nwhich the Company issues shares in the capital raise carried out in connection\nwith the acquisition of Rebo A/S, as fixed by the Board of Directors on 26\nAugust 2026.\n\n·     Grant and exercise: granted immediately after the parties have\nagreed the bonus amount on the basis of Rebo A/S's audited EBITDA for the 2028\nfinancial year (expected during 2029); exercisable for 90 days from grant.\n\n·     No pre-emptive rights for existing shareholders. The Board carries\nout the capital increase on exercise; new shares are dematerialised via VP\nSecurities A/S, rank pari passu, and carry dividend rights from registration.\n\n·     Authorisation period: until 31 December 2030.\n\n·     Lapse: the authorisation lapses in its entirety, and no warrants\nmay be issued under it, if Closing of the acquisition of Rebo A/S has not\ntaken place by 30 September 2026, in accordance with clauses 2.1.2 and 4.1 of\nthe retention bonus agreement.\n\n·     Dilution: full exercise of the warrants corresponds to\napproximately 9.8% of the Company's current share capital, and to\napproximately 3.8% of the share capital following completion of the offering\nof up to 8,550,724 new shares and the issue of 869,565 consideration shares to\nthe sellers of Rebo A/S.\n\n·     Terms: the complete terms of the warrants are set out in Appendix 1\nto this notice and are incorporated in the Articles of Association pursuant to\nsection 169(2) of the Danish Companies Act.\nMajority\nItem 2 requires at least two-thirds of votes cast and of the voting capital\nrepresented (section 106). Jakob Daniel Geertsen is not a member of the\nCompany's management at the date of this notice, but will hold a management\nposition within the Group on Closing. As a matter of caution, the Board\ntherefore proposes that the resolution also be adopted with the majority\nrequired under Spotlight rule 8.2 for issues without pre-emptive rights to\nmembers of management, namely at least nine-tenths of votes cast and capital\nrepresented.\nPractical information\nShare capital: nominally DKK 534,958.90 (5,349,589 shares of DKK 0.10; one\nvote per DKK 0.10). Record date: 4 September 2026 - only shareholders\nregistered with VP Securities A/S on that date may attend and vote.\nProxy/postal votes must reach the Company by 8 September 2026; forms are on\nthe Company's website. The new shares issued in the Company's ongoing offering\n(subscription period 31 August - 11 September 2026) are not registered by the\nrecord date and therefore carry no right to attend or vote at this meeting.\nQuestions: investor@mendole.com.\n\nHedehusene, 28 August 2026 - The Board of Directors\nAppendix 1 - Terms of the warrants\nThe following terms form part of the proposal under item 2 and are\nincorporated in the Company's Articles of Association pursuant to section\n169(2) of the Danish Companies Act.\n\n1.  Issuer: Mendole A/S, CVR no. 44010259, Guldalderen 13, Fløng, 2640\nHedehusene, Denmark.\n\n2.  Holder: Jakob Daniel Geertsen, or a holding company wholly owned by him.\n\n3.  Number: up to 579,710 warrants, each conferring the right to subscribe\nfor one share of nominally DKK 0.10 in the Company, corresponding to a maximum\nnominal amount of DKK 57,971.00.\n\n4.  Exercise price: DKK 6.90 per share of nominally DKK 0.10, payable in\ncash on subscription.\n\n5.  Grant: the warrants are granted immediately after the parties have\nagreed the bonus amount under clause 2.6.1 of the retention bonus agreement\ndated 31 July 2026, on the basis of Rebo A/S's audited EBITDA for the 2028\nfinancial year. The number granted follows the sliding scale in clause 2.1.3\nof that agreement, from an aggregate subscription value of DKK 1,000,000 at an\nEBITDA of DKK 10,000,000 to DKK 4,000,000 at an EBITDA of DKK 25,000,000 or\nabove, with linear interpolation between the steps. No warrants are granted if\nRebo A/S's EBITDA for the 2028 financial year is below DKK 10,000,000.\n\n6.  Exercise period: 90 days from grant. Warrants not exercised within that\nperiod lapse without compensation to the holder.\n\n7.  Transferability: the warrants are personal. They may not be transferred,\npledged or otherwise disposed of, except to a holding company wholly owned by\nthe holder, or by inheritance.\n\n8.  Lapse: the warrants lapse without compensation if the holder is a Bad\nLeaver as defined in clause 2.5.3 of the retention bonus agreement. These\nterms and the underlying authorisation lapse in their entirety if Closing of\nthe acquisition of Rebo A/S has not taken place by 30 September 2026.\n\n9.  Adjustment: if the Company's share capital is altered by a bonus issue,\na capital reduction, a share split or reverse share split, a merger, a\ndemerger, or a capital increase at a price below market value, the number of\nwarrants and the exercise price are adjusted so that the value of the warrants\nremains, so far as possible, unchanged. Adjustments are made by the Board of\nDirectors and confirmed by the Company's auditor. No adjustment is made in\nrespect of the offering of up to 8,550,724 new shares carried out in\nconnection with the acquisition of Rebo A/S or the issue of 869,565\nconsideration shares to the sellers of Rebo A/S.\n\n10.  New shares: shares subscribed on exercise are issued without\npre-emptive rights for existing shareholders, are of the same class as the\nCompany's other shares, are issued in dematerialised form through VP\nSecurities A/S, are negotiable instruments, are subject to no restrictions on\ntransferability, and carry rights, including the right to dividend, from\nregistration of the capital increase with the Danish Business Authority.\n\n11.  Governing law: these terms are governed by Danish law.\n\nhttps://news.cision.com/mendole-a-s/r/notice-of-extraordinary-general-meeting%2Cc4389294\n\n\n\n(c) Cision 2026"},"type":"article","timestamp":"2026-08-28T15:07:59.460207355Z","server_sent_at_ms":1787929679460},"received_at":"2026-08-28T15:07:59.518Z","source_url":"https://news.cision.com/mendole-a-s/r/notice-of-extraordinary-general-meeting%2Cc4389294"},"analysis":{"id":"119420","press_release_id":"130509","analysis_json":{"industry":null,"redFlags":["Warrants to be issued without pre-emptive rights for existing shareholders","Authorization lapses if acquisition of Rebo A/S does not close by 30 September 2026"],"eventType":"other","narrative":"Mendole A/S called an Extraordinary General Meeting to authorize a warrant program for Rebo A/S CEO Jakob Daniel Geertsen, part of the retention bonus agreement related to the pending acquisition.\n\nThe board seeks approval to issue up to 579,710 warrants at an exercise price of DKK 6.90, representing a potential 9.8% dilution of current share capital or 3.8% post-acquisition.\n\nWarrants will be granted based on Rebo A/S's audited 2028 EBITDA performance, provided the acquisition closes by September 30, 2026, and will be issued without pre-emptive rights for existing shareholders.","sentiment":"neutral","agentHooks":{"shouldPost":false,"suggestedAngle":"Mendole seeks approval for dilutive warrant program tied to Rebo acquisition."},"keyFigures":{"offeringPrice":6.9,"sharesOffered":579710,"customDimensions":{"dilution_post_close":"3.8%","dilution_current_cap":"9.8%","offering_shares_issued":8550724,"warrant_program_value_dkk":4000000,"current_shares_outstanding":5349589,"acquisition_consideration_shares":869565}},"quotedText":"","namedEntities":{"people":[{"name":"Jakob Daniel Geertsen","role":"CEO of Rebo A/S"}],"products":[],"companies":[{"name":"Mendole A/S","ticker":"MENDO"},{"name":"Rebo A/S","relationship":"acquisition target"},{"name":"VP Securities A/S","relationship":"registrar"}],"dollarAmounts":[{"amount":"DKK 57,971.00","context":"nominal value of warrant program"},{"amount":"DKK 4,000,000","context":"aggregate subscription value of warrants"},{"amount":"DKK 6.90","context":"warrant exercise price per share"},{"amount":"DKK 10,000,000","context":"minimum audited EBITDA for warrant grant"},{"amount":"DKK 25,000,000","context":"maximum audited EBITDA for full warrant grant"}]},"materialImpact":{"score":3,"reasoning":"The meeting authorizes a warrant program of up to 579,710 shares (~9.8% dilution) for the CEO of the target company. This is a material governance change requiring shareholder approval, but it is procedural to the previously announced acquisition."},"tickerRelevance":{"others":[],"primary":"MENDO"},"globalImportance":5,"audienceRelevance":5,"eventTypeSecondary":["dilution","m_and_a"],"importanceComponents":{"tickerTier":"micro_cap_spotlight","eventGravity":"corporate_governance_authorization","issuerAuthored":true}},"event_type":"other","event_type_secondary":["dilution","m_and_a"],"sentiment":"neutral","material_impact_score":3,"narrative":"Mendole A/S called an Extraordinary General Meeting to authorize a warrant program for Rebo A/S CEO Jakob Daniel Geertsen, part of the retention bonus agreement related to the pending acquisition.\n\nThe board seeks approval to issue up to 579,710 warrants at an exercise price of DKK 6.90, representing a potential 9.8% dilution of current share capital or 3.8% post-acquisition.\n\nWarrants will be granted based on Rebo A/S's audited 2028 EBITDA performance, provided the acquisition closes by September 30, 2026, and will be issued without pre-emptive rights for existing shareholders.","key_figures":{"offeringPrice":6.9,"sharesOffered":579710,"customDimensions":{"dilution_post_close":"3.8%","dilution_current_cap":"9.8%","offering_shares_issued":8550724,"warrant_program_value_dkk":4000000,"current_shares_outstanding":5349589,"acquisition_consideration_shares":869565}},"named_entities":{"people":[{"name":"Jakob Daniel Geertsen","role":"CEO of Rebo A/S"}],"products":[],"companies":[{"name":"Mendole A/S","ticker":"MENDO"},{"name":"Rebo A/S","relationship":"acquisition target"},{"name":"VP Securities A/S","relationship":"registrar"}],"dollarAmounts":[{"amount":"DKK 57,971.00","context":"nominal value of warrant program"},{"amount":"DKK 4,000,000","context":"aggregate subscription value of warrants"},{"amount":"DKK 6.90","context":"warrant exercise price per share"},{"amount":"DKK 10,000,000","context":"minimum audited EBITDA for warrant grant"},{"amount":"DKK 25,000,000","context":"maximum audited EBITDA for full warrant grant"}]},"model_name":"glm-4.7","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-08-28T15:09:45.532Z","global_importance":5,"audience_relevance":5,"importance_components":{"tickerTier":"micro_cap_spotlight","eventGravity":"corporate_governance_authorization","issuerAuthored":true}},"durationMs":106006,"modelName":"glm-4.7"}}