AGM Information • Jun 17, 2025
AGM Information
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Resolution No. 1/06/2025
The Annual General Meeting of Medicalgorithmics SA hereby elects Ms. Patrycja Rak as the Chairwoman of the General Meeting.
The resolution comes into force upon its adoption.
In the secret ballot on the above resolution, the following number of votes was cast:
Number of shares for which valid votes were cast: 5,668,881.
Percentage of these shares in the share capital: 56.96%.
Total number of valid votes: 5,668,881, number of votes in favour: 5,668,881 (100%), number of votes against: 0, number of abstentions: 0.
§1
The Ordinary General Meeting of Medicalgorithmics SA hereby adopts the following agenda of the General Meeting:
3
§2
The resolution comes into force on the date of its adoption.
In an open vote on the above resolution, the following number of votes was cast:
Number of shares for which valid votes were cast: 5,668,881.
Percentage of these shares in the share capital: 56.96%.
Total number of valid votes: 5,668,881, number of votes in favour: 5,668,881 (100%), number of votes against: 0, number of abstentions: 0.
Annual General Meeting
§1
The Ordinary General Meeting of Medicalgorithmics SA decides, pursuant to Article 393 item 1) and Article 395 § 2 item 1) of the Commercial Companies Code and § 14 item 1) of the Articles of Association of Medicalgorithmics SA, to approve the financial statements of Medicalgorithmics SA for 2024, prepared in accordance with International Financial Reporting Standards, consisting of:
The resolution comes into force on the date of its adoption.
In an open vote on the above resolution, the following number of votes was cast:
Number of shares for which valid votes were cast: 5,668,881.
Percentage of these shares in the share capital: 56.96%.
Total number of valid votes: 5,668,881, number of votes in favour: 5,668,881 (100%), number of votes against: 0, number of abstentions: 0.
Resolution No. 4/06/2025 from June 17, 2025 Annual General Meeting Medicalgorithmics SA based in Warsaw regarding the approval of the consolidated financial statements of the Medicalgorithmics Capital Group for 2024
§1
The Ordinary General Meeting of Medicalgorithmics SA decides pursuant to Article 395 § 5 of the Commercial Companies Code, to approve the consolidated financial statements of the Medicalgorithmics Capital Group for 2024, prepared in accordance with International Financial Reporting Standards, consisting of:
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5) explanatory notes to the consolidated financial statements .
§2
The resolution comes into force on the date of its adoption.
In an open vote on the above resolution, the following number of votes was cast: Number of shares for which valid votes were cast: 5,668,881. Percentage of these shares in the share capital: 56.96%. Total number of valid votes: 5,668,881, number of votes in favour: 5,668,881 (100%), number of votes against: 0, number of abstentions: 0.
§1
The Ordinary General Meeting of Medicalgorithmics SA decides, pursuant to Article 395§ 2 item 1) and 395§ 5 of the Commercial Companies Code and § 14 item 1) of the Articles of Association of Medicalgorithmics SA, to approve the Management Board's report on the activities of Medicalgorithmics SA and the activities of the Medicalgorithmics Capital Group in 2024.
§2
The resolution comes into force on the date of its adoption.
Number of shares from which valid votes were cast: 5,668,881. Percentage of these shares in the share capital: 56.96%.
Total number of valid votes: 5,668,881, number of votes in favour: 5,668,881 (100%), number of votes against: 0, number of abstentions: 0.
Resolution No. 6/06/2025 from June 17, 2025
§1
The Ordinary General Meeting of Medicalgorithmics SA, pursuant to Art. 395 § 2 item 2) and § 14 item 6) of the Statute of Medicalgorithmics SA, after considering the Management Board's motion regarding coverage of the loss for 2024, decides that the net loss of PLN 13,842 thousand (thirteen million eight hundred forty-two thousand zlotys) for 2024 will be covered from profits from future years.
§2
The resolution comes into force on the date of its adoption.
In an open vote on the above resolution, the following number of votes was cast:
Number of shares for which valid votes were cast: 5,668,881.
Percentage of these shares in the share capital: 56.96%.
Total number of valid votes: 5,668,881, number of votes in favour: 5,668,881 (100%), number of votes against: 0, number of abstentions: 0.
Resolution No. 7/06/2025 from June 17, 2025 Annual General Meeting Medicalgorithmics SA based in Warsaw on granting discharge to Mr. Maciej Gamrot on the performance of duties of the Member of the Management Board for Financial Affairs for 2024
The Ordinary General Meeting of Medicalgorithmics SA decides, on the basis of Article 393 item 1) and Article 395§ 2item 3) of the Commercial Companies Code and § 14 item 4) of the Articles of Association of Medicalgorithmics SA, to grant Mr. Maciej Gamrot, Member of the Management Board for Financial Affairs in the period from 1 January 2024 to 31 December 2024, a discharge for the performance of his duties during the above period.
§2
The resolution comes into force on the date of its adoption.
In the secret ballot on the above resolution, the following number of votes was cast:
Number of shares for which valid votes were cast: 5,668,881.
Percentage of these shares in the share capital: 56.96%.
Total number of valid votes: 5,668,881, number of votes in favour: 5,629,654 (99.3080%), number of votes against: 0, number of abstentions: 39,227 (0.6920%).
Resolution No. 8/06/2025 from June 17, 2025 Annual General Meeting Medicalgorithmics SA based in Warsaw
§1
The Ordinary General Meeting of Medicalgorithmics SA decides, on the basis of Article 393 item 1) and Article 395§ 2item 3) of the Commercial Companies Code and § 14 item 4) of the Articles of Association of Medicalgorithmics SA, to grant Mr. Jarosław Jerzakowski , Member of the Management Board in the period from 1 January 2024 to 31 December 2024, a discharge for the performance of his duties during the above period.
§2
The resolution comes into force on the date of its adoption.
In the secret ballot on the above resolution, the following number of votes was cast: Number of shares for which valid votes were cast: 5,668,881. Percentage of these shares in the share capital: 56.96%. Total number of valid votes: 5,668,881, number of votes in favour: 5,629,654 (99.3080%), number of votes against: 0, number of abstentions: 39,227 (0.6920%).
Resolution No. 9/06/2025 from June 17, 2025 Annual General Meeting Medicalgorithmics SA based in Warsaw on granting discharge to Mr. Przemysław Tadla on the performance of duties of a Member of the Management Board for 2024 The Ordinary General Meeting of Medicalgorithmics SA decides, on the basis of Article 393 item 1) and Article 395§ 2item 3) of the Commercial Companies Code and § 14 item 4) of the Articles of Association of Medicalgorithmics SA, to grant Mr. Przemysław Tadla, Member of the Management Board in the period from 1 January 2024 to 31 December 2024, a discharge for the performance of his duties during the above period.
The resolution comes into force on the date of its adoption.
Number of shares for which valid votes were cast: 5,668,881.
Percentage of these shares in the share capital: 56.96%.
Total number of valid votes: 5,668,881, number of votes in favour: 5,629,654 (99.3080%), number of votes against: 0, number of abstentions: 39,227 (0.6920%).
§1
The Ordinary General Meeting of Medicalgorithmics SA decides, on the basis of Article 393 item 1) and Article 395§ 2item 3) of the Commercial Companies Code and § 14 item 4) of the Articles of Association of Medicalgorithmics SA, to grant Mr. Andrzej Gładysz, serving as Member of the Supervisory Board in the period from 1 January 2024 to 12 June 2024 and serving as Chairman of the Supervisory Board in the period from 1 January 2024 to 12 June 2024, a discharge for the performance of his duties during the above period.
The resolution comes into force on the date of its adoption.
In the secret ballot on the above resolution, the following number of votes was cast: Number of shares for which valid votes were cast: 5,668,881. Percentage of these shares in the share capital: 56.96%.
Total number of valid votes: 5,668,881, number of votes in favour: 5,650,337 (99.6729%), number of votes against: 0, number of abstentions: 18,544 (0.3271%).
§1
The Ordinary General Meeting of Medicalgorithmics SA decides, on the basis of Article 393 item 1) and Article 395§ 2item 3) of the Commercial Companies Code and § 14 item 4) of the Articles of Association of Medicalgorithmics SA, to grant Mr. Michał Wnorowski , serving as Member of the Supervisory Board in the period from January 1, 2024 to December 31, 2024 and as Vice-Chairman of the Supervisory Board in the period from January 1, 2024 to December 31, 2024, a discharge for the performance of his duties during the above period.
§2
The resolution comes into force on the date of its adoption.
In the secret ballot on the above resolution, the following number of votes was cast: Number of shares for which valid votes were cast: 5,668,881. Percentage of these shares in the share capital: 56.96%. Total number of valid votes: 5,668,881, number of votes in favour: 5,650,337 (99.6729%), number of votes against: 0, number of abstentions: 18,544 (0.3271%).
Resolution No. 12/06/2025
The Ordinary General Meeting of Medicalgorithmics SA decides, on the basis of Article 393 item 1) and Article 395§ 2item 3) of the Commercial Companies Code and § 14 item 4) of the Articles of Association of Medicalgorithmics SA, to grant Ms. Anna Sobocka, Member of the Supervisory Board in the period from 1 January 2024 to 12 June 2024, a discharge for the performance of her duties during the above period.
The resolution comes into force on the date of its adoption.
Number of shares for which valid votes were cast: 5,668,881.
Percentage of these shares in the share capital: 56.96%.
Total number of valid votes: 5,668,881, number of votes in favour: 5,650,337 (99.6729%), number of votes against: 0, number of abstentions: 18,544 (0.3271%).
§1
The Ordinary General Meeting of Medicalgorithmics SA decides, on the basis of Article 393 item 1) and Article 395§ 2item 3) of the Commercial Companies Code and § 14 item 4) of the Articles of Association of Medicalgorithmics SA, to grant Mr. Sławomir Kościak , serving as Member of the Supervisory Board in the period from 1 January 2024 to 12 June 2024, a discharge for the performance of his duties during the above period.
The resolution comes into force on the date of its adoption.
In the secret ballot on the above resolution, the following number of votes was cast: Number of shares for which valid votes were cast: 5,668,881. Percentage of these shares in the share capital: 56.96%. Total number of valid votes: 5,668,881, number of votes in favour: 5,650,337 (99.6729%), number of votes against: 0, number of abstentions: 18,544 (0.3271%).
§1
The Ordinary General Meeting of Medicalgorithmics SA decides, on the basis of Article 393 item 1) and Article 395§ 2item 3) of the Commercial Companies Code and § 14 item 4) of the Articles of Association of Medicalgorithmics SA, to grant Mr. Paweł Lewicki, Member of the Supervisory Board in the period from 1 January 2024 to 31 December 2024, a discharge for the performance of his duties during the above period.
§2
The resolution comes into force on the date of its adoption.
In the secret ballot on the above resolution, the following number of votes was cast: Number of shares for which valid votes were cast: 5,668,881. Percentage of these shares in the share capital: 56.96%. Total number of valid votes: 5,668,881, number of votes in favour: 5,648,098 (99.6334%), number of votes against: 0, number of abstentions: 20,783 (0.3666%).
Resolution No. 15/06/2025 from June 17, 2025 Annual General Meeting Medicalgorithmics SA based in Warsaw on granting discharge to Mr. Krzysztof Siemionow on the performance of duties of a Member of the Supervisory Board for 2024
§1
The Ordinary General Meeting of Medicalgorithmics SA decides, on the basis of Article 393 item 1) and Article 395§ 2item 3) of the Commercial Companies Code and § 14 item 4) of the Articles of Association of Medicalgorithmics SA, to grant Mr. Krzysztof Siemionow, Member of the Supervisory Board in the period from 1 January 2024 to 31 December 2024, a discharge for the performance of his duties during the above period.
The resolution comes into force on the date of its adoption.
In the secret ballot on the above resolution, the following number of votes was cast: Number of shares for which valid votes were cast: 5,668,881. Percentage of these shares in the share capital: 56.96%. Total number of valid votes: 5,668,881, number of votes in favour: 5,648,098 (99.6334%), number of votes against: 0, number of abstentions: 20,783 (0.3666%).
Resolution No. 16/06/2025 from June 17, 2025 Annual General Meeting Medicalgorithmics SA based in Warsaw on granting discharge to Mr. Przemysław Schmidt on the performance of duties of a Member of the Supervisory Board and Chairman of the Supervisory Board for 2024
§1
The Ordinary General Meeting of Medicalgorithmics SA decides, on the basis of Article 393 item 1) and Article 395§ 2item 3) of the Commercial Companies Code and § 14 item 4) of the Articles of Association of Medicalgorithmics SA, to grant Mr. Przemysław Schmidt, serving as Member of the Supervisory Board in the period from June 12, 2024 to December 31, 2024 and as Chairman of the Supervisory Board in the period from June 12, 2024 to December 31, 2024, a discharge for the performance of his duties during the above period.
§2
The resolution comes into force on the date of its adoption.
In the secret ballot on the above resolution, the following number of votes was cast:
Number of shares for which valid votes were cast: 5,668,881.
Percentage of these shares in the share capital: 56.96%.
Total number of valid votes: 5,668,881, number of votes in favour: 5,650,337 (99.6729%), number of votes against: 0, number of abstentions: 18,544 (0.3271%).
Resolution No. 17/06/2025 from June 17, 2025
12
§2
§1
The Ordinary General Meeting of Medicalgorithmics SA decides, pursuant to Article 393 item 1) and Article 395§ 2item 3) of the Commercial Companies Code and § 14 item 4) of the Articles of Association of Medicalgorithmics SA, to grant Ms. Marzena Piszczek, Member of the Supervisory Board in the period from 12 June 2024 to 31 December 2024, a discharge for the performance of her duties during the above period.
The resolution comes into force on the date of its adoption.
In the secret ballot on the above resolution, the following number of votes was cast:
Number of shares for which valid votes were cast: 5,668,881.
Percentage of these shares in the share capital: 56.96%.
Total number of valid votes: 5,668,881, number of votes in favour: 5,650,337 (99.6729%), number of votes against: 0, number of abstentions: 18,544 (0.3271%).
Pursuant to Article 385 § 1 of the Commercial Companies Code and § 17 section 3 in connection with § 17 section 1 of the Company's Articles of Association, the Ordinary General Meeting of Medicalgorithmics SA sets the number of members of the Supervisory Board of the Company for the new term of office at 5 (five) persons.
§2
The resolution comes into force on the date of its adoption.
In an open vote on the above resolution, the following number of votes was cast:
Number of shares for which valid votes were cast: 5,668,881.
Percentage of these shares in the share capital: 56.96%.
Total number of valid votes: 5,668,881, number of votes in favour: 5,668,881 (100%), number of votes against: 0, number of abstentions: 0.
§1
The Ordinary General Meeting of Medicalgorithmics SA, acting under Article 385 § 1 of the Commercial Companies Code and § 17 section 2 of the Articles of Association of Medicalgorithmics SA, appoints Ms. Marzena Piszczek to the Supervisory Board of Medicalgorithmics SA for a new term of office of 3 (three) years to serve as Member of the Supervisory Board.
§2
The resolution comes into force on the date of its adoption.
In the secret ballot on the above resolution, the following number of votes was cast: Number of shares for which valid votes were cast: 5,668,881. Percentage of these shares in the share capital: 56.96%. Total number of valid votes: 5,668,881, number of votes in favour: 5,525,611 (97.4727%), number of votes against: 143,270 (2.5273%), number of abstentions: 0.
Resolution No. 20/06/2025
from June 17, 2025
office
The Ordinary General Meeting of Medicalgorithmics SA, acting under Article 385 § 1 of the Commercial Companies Code and § 17 section 2 of the Articles of Association of Medicalgorithmics SA, appoints Mr. Michał Żółtowski to the Supervisory Board of Medicalgorithmics SA for a new term of office of 3 (three) years to serve as Chairman of the Supervisory Board.
§2
The resolution comes into force on the date of its adoption.
In the secret ballot on the above resolution, the following number of votes was cast:
Number of shares for which valid votes were cast: 5,668,881.
Percentage of these shares in the share capital: 56.96%.
Total number of valid votes: 5,668,881, number of votes in favour: 5,015,611 (88.4762%), number of votes against: 143,270 (2.5273%), number of abstentions: 510,000 (8.9965%).
Resolution No. 21/06/2025
§1
The Ordinary General Meeting of Medicalgorithmics SA, acting under Article 385 § 1 of the Commercial Companies Code and § 17 section 2 of the Articles of Association of Medicalgorithmics SA, appoints Mr. Paweł Lewicki to the Supervisory Board of Medicalgorithmics SA for a new term of office of 3 (three) years to serve as Member of the Supervisory Board.
The resolution comes into force on the date of its adoption.
In the secret ballot on the above resolution, the following number of votes was cast:
Number of shares for which valid votes were cast: 5,668,881.
Percentage of these shares in the share capital: 56.96%.
Total number of valid votes: 5,668,881, number of votes in favour: 5,015,611 (88.4762%), number of votes against: 143,270 (2.5273%), number of abstentions: 510,000 (8.9965%).
16
§1
The Ordinary General Meeting of Medicalgorithmics SA, acting under Article 385 § 1 of the Commercial Companies Code and § 17 section 2 of the Articles of Association of Medicalgorithmics SA, appoints Mr. Maksymilian Fraszka to the Supervisory Board of Medicalgorithmics SA for a new term of office of 3 (three) years to serve as Member of the Supervisory Board.
§2
The resolution comes into force on the date of its adoption.
In the secret ballot on the above resolution, the following number of votes was cast:
Number of shares for which valid votes were cast: 5,668,881.
Percentage of these shares in the share capital: 56.96%.
Total number of valid votes: 5,668,881, number of votes in favour: 4,994,928 (88.1114%), number of votes against: 163,953 (2.8922%), number of abstentions: 510,000 (8.9965%).
Resolution No. 23/06/2025
§1
The Ordinary General Meeting of Medicalgorithmics SA, acting under Article 385 § 1 of the Commercial Companies Code and § 17 section 2 of the Articles of Association of Medicalgorithmics SA, appoints Mr. Michał Wnorowski to the Supervisory Board of Medicalgorithmics SA for a new term of office of 3 (three) years to hold the position of Vice-Chairman of the Supervisory Board.
The resolution comes into force on the date of its adoption.
In the secret ballot on the above resolution, the following number of votes was cast: Number of shares for which valid votes were cast: 5,668,881. Percentage of these shares in the share capital: 56.96%. Total number of valid votes: 5,668,881, number of votes in favour: 5,525,611 (97.4727%), number of votes against: 143,270 (2.5273%), number of abstentions: 0.
Resolution No. 24/06/2025 from June 17, 2025 Annual General Meeting Medicalgorithmics SA based in Warsaw regarding the change of the Motivational Program introduced in the Company and the adoption of the consolidated text of the Incentive Programme
The Annual General Meeting of Medicalgorithmics SA, in connection with the adoption on December 19, 2023 of resolution No. 5/12/2023 of the Extraordinary General Meeting of Medicalgorithmics SA with its registered office in Warsaw on the introduction of the Incentive Program in the Company, a conditional increase in the Company's share capital and the issue of subscription warrants with the full exclusion of the shareholders' pre-emptive rights in respect of subscription warrants and shares issued within the scope of conditional capital and amendments to the Articles of Association, dematerialization and applying for the admission and introduction of shares issued within the scope of conditional capital to trading on the regulated market operated by the Warsaw Stock Exchange (the " Incentive Program Resolution "), amended by resolution No. 19/06/2024 of June 12, 2024 of the Annual General Meeting of Medicalgorithmics SA with its registered office in Warsaw on the amendment of the Incentive Program introduced in the Company (the " Incentive Program "), resolves as follows:
§1
The General Meeting of the Company hereby decides to adopt the change to the Incentive Program introduced in the Company by amending section 7 item a) in § 3 of the Incentive Program adopted in the Company and giving it the following new wording:
"7. The Loyalty Condition shall also be deemed to be met in relation to an Entitled Person who, despite not being in a legal or organisational relationship with the Company or its subsidiary continuously throughout the Vesting Period from the moment of granting the Subscription Warrants, meets at least one of the following conditions:
a) ceased to be in such a relationship with the Company or its subsidiary within a period of up to 3 (three) months prior to the closing of the transaction meeting the definition of Change of Control referred to in section 22 below, provided that the termination of the legal or organisational relationship with the Company or its subsidiary occurred for reasons beyond the control of the Entitled Person;".
§2
In connection with the provisions of § 1 of this resolution, the consolidated text of the Incentive Program is adopted, taking into account the changes to the Incentive Program introduced by resolution No. 19/06/2024 of the Annual General Meeting of 12 June 2024 and the changes introduced in § 1 of this resolution, in the following wording:
"§ 1
incentive program adopted by the Supervisory Board of the Company (the " Program Regulations ").
.
§2
The Shares will be the subject of an application for admission and introduction to trading on the regulated market operated by the Warsaw Stock Exchange without preparation and publication of an issue prospectus in accordance with art. 1 sec. 5 letter a) of Regulation 2017/1129. The Management Board of the Company is hereby obliged and authorized to take all necessary actions related to the admission and introduction of the Shares to trading on the regulated market operated by the Warsaw Stock Exchange in accordance with this resolution.
§3
shall not exceed 149 (one hundred and forty-nine) persons. The Rights will be granted in three separate stages (series) in the middle of the financial years: 2025 - 2027. The Rights will entitle the holder to acquire the Company's Shares after a vesting period of two years (the " Vesting Period ") on the terms set out in this resolution and the Program Regulations and provided that the Entitled Person remains in a legal or organizational relationship with the Company or its subsidiary continuously throughout the Vesting Period from the moment of granting the Subscription Warrants (the " Loyalty Condition ").
of Change of Control referred to in Section 22 below, provided that the termination of the legal or organizational relationship with the Company or its subsidiary occurred for reasons beyond the control of the Entitled Person;
b) as well as in the event of: (i) termination of the legal or organizational relationship with the Company or its subsidiary for reasons beyond the control of the Entitled Person, (ii) death of the Entitled Person or (iii) permanent incapacity for work of the Entitled Person – in each of the above cases, the Entitled Person or the heirs of the Entitled Person shall acquire the right to the number of Subscription Warrants in a quantity proportional to the number of months in which the Entitled Person remained in a legal or organizational relationship with the Company or its subsidiary in a given year.
Detailed rules for the exercise of Rights and fulfillment of the Loyalty Condition by the Entitled Person will be included in the Program Regulations adopted by the Supervisory Board of the Company. The Program Regulations will also specify detailed conditions for acquiring Shares as a result of exercising rights from Subscription Warrants by the Entitled Persons and indicate cases of expiration of rights. The Regulations may provide in particular that rights expire in the event of termination or termination of the legal relationship between the Entitled Person and the Company or its subsidiary in the event of a serious breach of the basic obligations of the Entitled Person, gross improper performance of duties by the Entitled Person, actions by the Entitled Person to the detriment of the Company or a subsidiary.
terms specified in this resolution and in the Programme Regulations (including the process of dematerialisation of Subscription Warrants).
Company's shares in 2026 by 10 (ten) percentage points higher than the percentage change in the sWIG80 Total Return index level in 2026 (" Market Condition C ");
the event of the achievement of a given goal above the set goal value in a given year, the surplus of the goal achievement shall be credited towards the shortfalls in the achievement of this goal in previous years, if such shortfalls occurred, while the surplus from the achievement of the goal in previous years shall be credited towards the shortfalls in one of the following years. As a result of such settlement, the differences in the achievement of a given goal in a given year shall be settled together with the previous years in a given category and shall also result in the right to acquire Subscription Warrants of the previous series, by taking into account the surplus of the goal achievement in the settlements concerning the acquisition of Subscription Warrants of the previous series, and the surpluses from previous years shall result in the right to acquire warrants from the following years.
associates of the Company and its subsidiaries who meet the criteria of key personnel of the Company and for future Members of the Management Board of the Company and (b) Subscription Warrants in the number of Warrants offered to the participant of the Program and not taken up by the participant. The Company may grant Warrants from Reserve Pool II in subsequent stages (or, as appropriate, in the last stage of the Program until the pool is exhausted) to the persons referred to in the preceding sentence after entering them on the List of Entitled Persons and concluding Participation Agreements with them.".
The resolution comes into force on the date of its adoption.
In an open vote on the above resolution, the following number of votes was cast:
Number of shares for which valid votes were cast: 5,668,881.
Percentage of these shares in the share capital: 56.96%.
Total number of valid votes: 5,668,881, number of votes in favour: 5,668,881 (100%), number of votes against: 0, number of abstentions: 0.
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