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Medicalgorithmics S.A.

AGM Information Jun 17, 2025

5705_rns_2025-06-17_d5405d8c-9665-456f-82e8-ae208daa54c1.pdf

AGM Information

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RESOLUTIONS ADOPTED DURING ORDINARY GENERAL MEETING MEDICALGORITHMICS SA BASED IN WARSAW CONVENED ON 17 JUNE 2025

Resolution No. 1/06/2025

from June 17, 2025

Annual General Meeting

Medicalgorithmics SA based in Warsaw

regarding the election of the Chairman of the General Meeting

§1

The Annual General Meeting of Medicalgorithmics SA hereby elects Ms. Patrycja Rak as the Chairwoman of the General Meeting.

§2

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.

Resolution No. 2/06/2025

from June 17, 2025

Annual General Meeting

Medicalgorithmics SA based in Warsaw

in the matter adoption of the agenda of the General Meeting

§1

The Ordinary General Meeting of Medicalgorithmics SA hereby adopts the following agenda of the General Meeting:

    1. Opening of the General Meeting;
    1. Election of the Chairman of the General Meeting;
    1. Confirmation that the General Meeting has been properly convened and has the capacity to adopt resolutions;
    1. Adoption of the agenda of the General Meeting;
    1. Consideration of the financial statements of Medicalgorithmics SA for 2024, the consolidated financial statements of the Medicalgorithmics Capital Group for 2024, the Management Board's report on the activities of Medicalgorithmics SA and the Medicalgorithmics Capital Group in 2024 and the Management Board's recommendation on covering the loss for 2024;
    1. Consideration of the report of the Supervisory Board of Medicalgorithmics SA for 2024 together with the report on the results of the assessment of the financial statements of Medicalgorithmics SA for 2024, the consolidated financial statements of the Medicalgorithmics Capital Group for 2024 and the Management Board's report on the activities of Medicalgorithmics SA and the activities of the Medicalgorithmics Capital Group in 2024, as well as consideration of the resolution of the Supervisory Board of Medicalgorithmics SA on the opinion on the recommendation of the Management Board on the coverage of the loss for 2024;
    1. Adoption of a resolution on the approval of the financial statements of Medicalgorithmics SA for 2024;
    1. Adoption of a resolution on the approval of the consolidated financial statements of the Medicalgorithmics Capital Group for 2024;
    1. Adoption of a resolution on approval of the Management Board's report on the activities of Medicalgorithmics SA and the activities of the Medicalgorithmics Capital Group in 2024;
    1. Adoption of a resolution on covering the loss for 2024 ;
    1. Adoption of resolutions on granting discharge to individual members of the Management Board of Medicalgorithmics SA for 2024;
    1. Adoption of resolutions on granting discharge to individual members of the Supervisory Board of Medicalgorithmics SA for 2024;
    1. Adoption of a resolution on establishing the number of members of the Supervisory Board for the next term of office;
    1. Adoption of resolutions on the appointment of members of the Supervisory Board for the next term of office;
    1. Discussion regarding the report of the Supervisory Board of Medicalgorithmics SA on the remuneration of members of the Management Board and Supervisory Board for 2024;
    1. Adoption of a resolution on amending the Incentive Programme introduced in the Company and adopting the consolidated text of the Incentive Programme;
    1. Closing 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.

Resolution No. 3/06/2025

from June 17, 2025

Annual General Meeting

Medicalgorithmics SA based in Warsaw

regarding the approval of the financial statements of Medicalgorithmics SA for 2024

§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:

  • 1) the statement of financial position as at 31 December 2024, showing total assets and liabilities of PLN 99,369 thousand (ninety-nine million three hundred sixty-nine thousand zloty);
  • 2) the statement of comprehensive income for the financial year from 1 January 2024 to 31 December 2024, showing a net loss of PLN 13,842 thousand (thirteen million eight hundred forty-two thousand zloty);
  • 3) the statement of changes in equity from 1 January 2024 to 31 December 2024, showing equity as at 31 December 2024 of PLN 80,922 thousand (eighty million nine hundred twenty-two thousand zlotys);
  • 4) the cash flow statement for the financial year from 1 January 2024 to 31 December 2024, showing a cash position as at 31 December 2024 of PLN 4,785 thousand (four million seven hundred eighty-five thousand zloty);
  • 5) explanatory notes to the financial statements .

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:

  • 1) consolidated statement of financial position as at 31 December 2024, showing total assets and liabilities of PLN 105,814 thousand (one hundred and five million eight hundred and fourteen thousand zloty);
  • 2) the consolidated statement of comprehensive income for the financial year from 1 January 2024 to 31 December 2024, showing a net loss of PLN 16,079 thousand (sixteen million seventy-nine thousand zlotys), including a net loss attributable to shareholders of Medicalgorithmics S.A. of PLN 16,081 thousand (sixteen million eighty-one thousand zlotys);
  • 3) consolidated statement of changes in equity from 1 January 2024 to 31 December 2024, showing as at 31 December 2024 the equity attributable to shareholders of Medicalgorithmics S.A. of PLN 77 174 thousand (seventy-seven million, one hundred seventy-four thousand zloty);
  • 4) consolidated statement of cash flows for the financial year from 1 January 2024 to 31 December 2024, showing cash position as at 31 December 2024 of PLN 5,504 thousand (five million five hundred and four thousand zloty);

5

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.

Resolution No. 5/06/2025 from June 17, 2025 Annual General Meeting Medicalgorithmics SA based in Warsaw regarding the approval of the Management Board's report on the activities of Medicalgorithmics SA and on the activities of the Medicalgorithmics Capital Group in 2024

§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.

In an open vote on the above resolution, the following number of votes was cast:

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

Annual General Meeting Medicalgorithmics SA based in Warsaw regarding loss coverage for 2024

§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

§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. 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

on granting discharge to Mr. Jarosław Jerzakowski

on the performance of duties of a Member of the Management 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. 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.

§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. 10/06/2025 from June 17, 2025 Annual General Meeting Medicalgorithmics SA based in Warsaw on granting discharge to Mr. Andrzej Gładysz 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. 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.

§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. 11/06/2025 from June 17, 2025 Annual General Meeting Medicalgorithmics SA based in Warsaw on granting discharge to Mr. Michał Wnorowski on the performance of duties of a Member of the Supervisory Board and Deputy 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. 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

from June 17, 2025

Annual General Meeting

Medicalgorithmics SA based in Warsaw

on granting discharge to Ms. Anna Sobocka

on the performance of duties of a Member of the Supervisory 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 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.

§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. 13/06/2025 from June 17, 2025 Annual General Meeting Medicalgorithmics SA based in Warsaw on granting discharge to Mr. Sławomir Kościak

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. 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.

§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. 14/06/2025 from 17 June 2025 Annual General Meeting Medicalgorithmics SA based in Warsaw on granting discharge to Mr. Paweł Lewicki

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. 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

Annual General Meeting

Medicalgorithmics SA based in Warsaw

regarding granting discharge to Ms. Marzena Piszczek

on the performance of duties of a Member of the Supervisory Board for 2024

§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.

§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. 18/06/2025

from June 17, 2025

Ordinary General Meeting of Medicalgorithmics SA with its registered office in Warsaw regarding determining the number of members of the Supervisory Board for the next

term of office

§1

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.

Resolution No. 19/06/2025 from June 17, 2025 Annual General Meeting Medicalgorithmics SA based in Warsaw

regarding the appointment of members of the Supervisory Board for the next term of office

§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

Annual General Meeting

Medicalgorithmics SA based in Warsaw

regarding the appointment of members of the Supervisory Board for the next term of

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

from June 17, 2025

Annual General Meeting

Medicalgorithmics SA based in Warsaw

regarding the appointment of members of the Supervisory Board for the next term of office

§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.

§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%).

16

from June 17, 2025

Annual General Meeting

Medicalgorithmics SA based in Warsaw

regarding the appointment of members of the Supervisory Board for the next term of office

§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

from June 17, 2025

Annual General Meeting

Medicalgorithmics SA based in Warsaw

regarding the appointment of members of the Supervisory Board for the next term of

office

§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

    1. It is decided to introduce an incentive program for Entitled Persons in the Company within the meaning given below, which will be implemented in accordance with the provisions of this resolution (the " Incentive Program ").
    1. In order to implement the Incentive Program, the Company's share capital is conditionally increased by an amount not higher than PLN 29,858.40 (twenty-nine thousand eight hundred fifty-eight zlotys and forty groszy) by way of the issue of:
    2. a) no more than 99,528 (ninety-nine thousand five hundred twenty-eight) ordinary bearer shares of series M with a nominal value of PLN 0.10 (ten groszy) each (" Series M Shares ");
    3. b) no more than 99,528 (ninety-nine thousand five hundred twenty-eight) ordinary bearer shares of series N with a nominal value of PLN 0.10 (ten groszy) each (" Series N Shares ");
    4. c) no more than 99,528 (ninety-nine thousand five hundred twenty-eight) ordinary bearer shares of series O with a nominal value of PLN 0.10 (ten groszy) each (" Series O Shares ").
    1. The purpose of the conditional increase in the Company's share capital is to grant the right to subscribe for Series M Shares, Series N Shares and Series O Shares (hereinafter jointly referred to as the " Shares ") to Entitled Persons who are holders of Subscription Warrants to be issued under this resolution.
    1. The right to acquire Shares may be exercised by the Entitled Persons who are holders of Subscription Warrants, on the terms set out in this resolution and in the regulations of the

incentive program adopted by the Supervisory Board of the Company (the " Program Regulations ").

    1. The right to acquire Shares may be exercised no later than December 31, 2029.
    1. Issue Price ") is set at an amount constituting 90% (ninety percent) of the average market price from the period of 90 days prior to the date of approval of this resolution by the Extraordinary General Meeting of Shareholders at the time of trading in these shares on the regulated market operated by the Warsaw Stock Exchange (where the average market price should be understood as the arithmetic average of the Company's share prices at the close of trading on trading days) and reduced by the sum of dividends paid per share in the period from the date of this Extraordinary General Meeting to the date of acquisition of the Shares
    1. The shares will participate in the dividend on the following terms:

.

  • a) Shares issued or recorded for the first time in a securities account in a given financial year, no later than the dividend date, determined by the General Meeting of the Company, inclusive, participate in the distribution of profit starting from the first day of the financial year preceding the financial year in which such Shares were issued or recorded in the securities account;
  • b) Shares issued or recorded for the first time in a securities account in a given financial year, after the dividend date set by the General Meeting of the Company, participate in the distribution of profit starting from the first day of the financial year in which such Shares were issued or recorded in the securities account.
    1. In the interest of the Company, the subscription right of the Company's shareholders is excluded in its entirety. The written opinion of the Company's Management Board justifying the reasons for excluding the subscription right of the current shareholders and the proposed issue price of the Shares is attached to this resolution.

§2

  1. 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.

    1. The Shares will be dematerialized within the meaning of the Trading Act. The Management Board of the Company is authorized to conclude an agreement with the National Depository for Securities SA on the registration of the Shares in the securities depository, as well as to take all other necessary actions related to their dematerialization.
    1. The provisions of this § 2 shall apply as long as any shares of the Company are admitted to trading on the regulated market operated by the Warsaw Stock Exchange.

§3

    1. Subject to the registration of the conditional increase in the Company's share capital referred to in § 1 of this resolution, and subject to the terms and provisions of this resolution, no more than:
    2. a) 99,528 (ninety-nine thousand five hundred twenty-eight) registered series A subscription warrants (the " Series A Subscription Warrants ");
    3. b) 99,528 (ninety-nine thousand five hundred twenty-eight) registered series B subscription warrants (the " Series B Subscription Warrants ");
    4. c) 99,528 (ninety-nine thousand five hundred twenty-eight) registered series C subscription warrants (the " Series C Subscription Warrants ").
    1. The Series A Subscription Warrants, Series B Subscription Warrants and Series C Subscription Warrants (hereinafter jointly or any of them also as the " Subscription Warrants ") will be dematerialized. The Management Board of the Company is permitted and authorized to enter into an agreement with the issue sponsor indicated by the Management Board of the Company, if it is indicated in connection with the dematerialization of the Subscription Warrants.
    1. Subscription Warrants are issued free of charge.
    1. The Subscription Warrants are non-transferable (except for their transfer to the Company), but may be inherited.
    1. The right to acquire Subscription Warrants (hereinafter also referred to as the " Right ") shall be granted to the following persons (hereinafter also referred to as the " Entitled Persons "): (i) Members of the Management Board of the Company; and (ii) key personnel of the Company indicated by the Management Board of the Company and approved by the Supervisory Board of the Company. Key personnel of the Company shall be understood as both employees and associates of the Company and its subsidiaries who are employed under an employment contract or provide services under any contract, and who, in the opinion of the Management Board, participate in making important decisions or whose activities contribute to the development of the Company. The number of Entitled Persons

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 ").

    1. The Supervisory Board of the Company will approve the number of Subscription Warrants to be acquired by a given Authorized Person, provided that the Members of the Management Board of the Company may acquire no more than 50% (fifty percent) of all Subscription Warrants of each series. The number of Subscription Warrants to be acquired by one Authorized Person may not exceed 20% (twenty percent) of each series. A given Entitled Person will be able to acquire Subscription Warrants, as well as exercise the rights from Subscription Warrants by acquiring Shares, only if the Loyalty Condition is met, i.e. provided that the given 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 to him/her, but no shorter than until: (i) 1 July 2027 in respect of series A Subscription Warrants, (ii) 1 July 2028 in respect of series B Subscription Warrants, (iii) 1 July 2029 in respect of series C Subscription Warrants. The basis for the participation of each Entitled Person in the Incentive Program will be an appropriate participation agreement concluded with the Company in this program (the " Participation Agreement" ); Participation Agreements with Eligible Persons who are Members of the Management Board are concluded on behalf of the Company by the Supervisory Board. Participation Agreements will be concluded with Eligible Persons entered on the list of Eligible Persons to participate in the Incentive Program (the " List of Eligible Persons ") prepared separately for each stage (series). Persons entered on the List of Eligible Persons may be assigned to participate in a given stage of the Program or in a given stage and the next stage (or stages).
    1. The Loyalty Condition is also 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:
    2. 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 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.

    1. Each Series A Subscription Warrant shall entitle its holder, under the terms and conditions set out in this resolution, to subscribe for 1 (one) Series M Share at the Issue Price, not earlier than from 1 July 2027 and not later than 31 December 2029.
    1. Each Series B Subscription Warrant shall entitle its holder, on the terms and conditions set out in this resolution, to subscribe for 1 (one) Series N Share at the Issue Price, not earlier than from 1 July 2028 and not later than 31 December 2029.
    1. Each Series C Subscription Warrant shall entitle its holder, on the terms and conditions set out in this resolution, to subscribe for 1 (one) Series O Share at the Issue Price, not earlier than from 1 July 2029 and not later than 31 December 2029.
    1. The Supervisory Board of the Company is hereby authorised to offer Subscription Warrants to Eligible Persons who are Members of the Management Board of the Company and the Management Board of the Company, with the prior consent of the Supervisory Board, is hereby authorised to offer Subscription Warrants to other Eligible Persons on the

terms specified in this resolution and in the Programme Regulations (including the process of dematerialisation of Subscription Warrants).

    1. Subject to the remaining provisions of this resolution, the acquisition and exercise of rights from Subscription Warrants by Entitled Persons may take place on the terms and subject to fulfilment of the conditions specified in: (i) this resolution (including in particular sections 13-15 below, in relation to Subscription Warrants of a given series), and (ii) the Programme Regulations.
    1. The acquisition of Series A Subscription Warrants by Entitled Persons may take place under the following conditions:
    2. (i) in relation to 49,764 (forty-nine thousand seven hundred sixty-four) Series A Subscription Warrants (50% of Series A) achieving the return on the Company's shares in 2024 by 10 (ten) percentage points higher than the percentage change in the sWIG80 Total Return index level in 2024 (" Market Condition A ");
    3. (ii) in relation to 49,764 (forty-nine thousand seven hundred sixty-four) Series A Subscription Warrants (50% of Series A) the achievement by the Company's Capital Group of the value of Net Sales Revenues at a level of not less than PLN 45,000,000.00 (forty-five million zlotys) for the financial year ended on December 31, 2024 (" Financial Condition A ").
    1. The acquisition of Series B Subscription Warrants by Entitled Persons may take place under the following conditions:
    2. (i) in relation to 49,764 (forty-nine thousand seven hundred sixty-four) Series B Subscription Warrants (50% of Series B) achieving the level of return on the Company's shares in 2025 by 10 (ten) percentage points higher than the percentage change in the sWIG80 Total Return index level in 2025 (" Market Condition B ");
    3. (ii) in relation to 49,764 (forty-nine thousand seven hundred sixty-four) Series B Subscription Warrants (50% of Series B) achieving by the Company's Capital Group the value of Net Sales Revenues at a level of not less than PLN 55,000,000.00 (fiftyfive million zlotys) for the financial year ended on December 31, 2025 (" Financial Condition B ").
    1. The acquisition of Series C Subscription Warrants by Authorized Persons may take place under the following conditions :
    2. (i) in relation to 49,764 (forty-nine thousand seven hundred sixty-four) Series C Subscription Warrants (50% of Series C) achieving the level of return on the

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 ");

  • (ii) in respect of 49,764 (forty-nine thousand seven hundred sixty-four) Series C Subscription Warrants (50% of Series C) achieving by the Company's Capital Group the value of Net Sales Revenues at a level of not less than PLN 70,000,000.00 (seventy million zlotys) for the financial year ended on December 31, 2026 (" Financial Condition C ").
    1. Net Sales Revenues referred to above shall be understood as sales revenues of the Company's Capital Group from the provision of medical services, subscription revenues, revenues from data processing services, other IT services, including integration, licensing of rights to use software and revenues from the sale of medical devices, and other revenues generated together with the above-mentioned revenues or revenues generated from contractors from whom the above-mentioned revenues originate, shown in the consolidated financial statements of the Company's Capital Group for a given financial year, audited by a certified auditor and approved by the Company's General Meeting.
    1. The Company's share return indicator and the sWIG80 Total Return level change indicator referred to above shall be understood as the quotient of the Company's average share price (price at the end of the session) in quotations on the regulated market operated by the WSE in a given period, increased by the value of dividends paid by the Company per share in the Company or, respectively, the arithmetic averages of the sWIG80 Total Return values in the same period, and the analogous indicator (i.e. the Company's average share price (price at the end of the session) in quotations on the regulated market operated by the WSE increased by the value of dividends paid by the Company per share in the Company or, respectively, the arithmetic averages of the sWIG80 Total Return values in the same period) in the previous year.
    1. In the event that each of the objectives described in Financial Conditions A, B and C, referred to above in sections 13(ii), 14(ii) and 15(ii), is achieved by at least 85% (eightyfive percent), Subscription Warrants in these tranches will be allotted. The number of allotted Subscription Warrants in a given tranche will be reduced by applying a linear reduction, assuming that in the event of achieving the objective by 85% (eighty-five percent), 0 Subscription Warrants will be allotted, and in the event of achieving 100% (one hundred percent) or more, the full pool of Subscription Warrants will be allotted.
    1. Each of the goals referred to above in paragraphs 13(i), 13(ii), 14(i), 14(ii), 15(i) and 15(ii) shall be settled cumulatively together with the same condition for the preceding years. In

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.

    1. The Supervisory Board of the Company is hereby authorized to:
    2. (i) establishing detailed rules relating to the issue and exercise of Subscription Warrants,
    3. (ii) adopting the Incentive Programme Regulations, specifying detailed rules, conditions, procedures and deadlines for the implementation of the Programme in the scope not regulated in this resolution, including (if the Council deems it appropriate) templates of relevant documents related thereto,
    4. (iii) specifying the number of Subscription Warrants to which individual Authorized Persons will be entitled to subscribe and the terms and conditions of allocation and procedure for the subscription and exercise of rights from Subscription Warrants, including the time intervals in which Authorized Persons will be able to exercise rights from Subscription Warrants related to the process of dematerialization of Subscription Warrants and Shares,
    5. (iv) determining the content of the Participation Agreement,
    6. (v) establishing the grounds for the expiry of rights from Subscription Warrants.
    1. In the interest of the Company, the right to subscribe for Subscription Warrants held by the current shareholders of the Company is excluded in its entirety. A written opinion of the Management Board of the Company justifying the reasons for the exclusion of the subscription right is attached to this Resolution.
    1. " Change of Control Date " is the day when one of the shareholders or a group of shareholders acting in concert exceeds 50% (fifty percent) of the total number of issued shares of the Company or the day on which the General Meeting of Shareholders of the Company adopts a resolution on the withdrawal of shares from trading on the regulated market (the " Delisting Resolution ").
    1. In the event of a Change of Control:
    2. a) On the Change of Control Date, the Entitled Persons shall be entitled to acquire all previously unacquired Subscription Warrants, regardless of the achievement of the objectives referred to in Sections 13(i), 13(ii), 14(i), 14(ii), 15(i) and 15(ii),
    3. b) On the Change of Control Date, the Entitled Persons shall be entitled to exercise all Subscription Warrants granted to them,
    4. c) The Entitled Persons who have ceased to be in a legal or organizational relationship with the Company or its subsidiary for reasons beyond the control of the Entitled Persons within three months prior to the Change of Control Date, in accordance with the provisions of section 7 item a) above, shall have the right to acquire all Subscription Warrants not previously acquired, regardless of the achievement of the goals, and shall be entitled to exercise all Subscription Warrants granted to them, as if this circumstance had not occurred.
    1. A given Authorized Person who is a participant in the Incentive Program will be able to acquire Subscription Warrants if the participant meets all of the following conditions: (i) the Loyalty Condition and (ii) provided that the conditions specified in sections 13–15 above are met in the form of: the Market Condition for a given tranche or the Financial Condition for a given tranche, specified separately in relation to the Subscription Warrants of a given series and (iii) provided that individual goals are achieved, if such goals have been specified for a given participant in the Program by the Management Board (in relation to the key personnel of the Company) or by the Supervisory Board (in relation to the Members of the Management Board of the Company) (" Individual Goals ").
    1. Each of the Individual Goals, if defined, is settled for a given stage (series) cumulatively together with the same goal for the preceding years in a manner described in detail in the Incentive Program Regulations.
    1. In the event that not all Subscription Warrants for a given stage (series) are allocated in the number of Entitlements granted for a given stage due to failure to achieve the goals provided for a given tranche, such unallocated Warrants from a given tranche shall be transferred to the reserve pool (" Reserve Pool I "). The Company shall offer Subscription Warrants from Reserve Pool I for subscription in subsequent stages to Program participants who have not achieved the goals provided for a given tranche in the previous stages.
    1. The reserve pool (" Reserve Pool II ") shall include: (a) Subscription Warrants in a number equal to the number of Entitlements not granted in a given stage (series) due to the pool of Entitlements (and the corresponding pool of Warrants) being left for employees and

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.".

§3

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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