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Medicalgorithmics S.A. — AGM Information 2025
Oct 6, 2025
5705_rns_2025-10-06_2e0b92f0-4abf-45c9-a4fb-bca7c2c20ebf.pdf
AGM Information
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Appendix to the announcement of the Management Board of Medicalgorithmics S.A. with its registered office in Warsaw on convening an Extraordinary General Meeting of the Company
– summary of proposed amendments to the Company's Articles of Association
DRAFT AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF MEDICALGORITHMICS S.A.
| Amended or newly added editorial unit of the Articles of Association: |
Current wording of the Articles of Association: | Proposed new wording of the Articles of Association: |
|---|---|---|
| amendment: § 5a ust. 1 |
1. The conditional share capital of the Company amounts to PLN 29,858.40 (twenty nine thousand eight hundred and fifty- eight zlotys forty cents) and is divided into: |
Repealed. |
| a) not more than 99,528 (ninety-nine thousand five hundred and twenty-eight) series M ordinary bearer shares with a nominal value of PLN 0.10 (ten cents) each ("Series M Shares"); |
||
| b) not more than 99,528 (ninety-nine thousand five hundred and twenty-eight) ordinary bearer shares of series N with a nominal value of PLN 0.10 (ten groszy) each ("Series N Shares"); |
||
| c) not more than 99,528 (ninety-nine thousand five hundred and twenty-eight) ordinary bearer shares of O series with a nominal value of PLN 0.10 (ten groszy) each ("Series O Shares"); |
||
| amendment: | The purpose of the conditional share capital increase is: | Repealed. |
| § 5a ust. 2 | a) granting the right to subscribe for Series M Shares to holders of Series A Subscription Warrants issued by the Company pursuant to Resolution No. |

| 5/12/2023 dated December 19, 2023 of the Extraordinary General Meeting of the Company, b) granting the right to subscribe for Series N Shares to holders of Series B Subscription Warrants issued by the Company on the basis of Resolution No. 5/12/2023 dated December 19, 2023 of the Extraordinary General Meeting of the Company, |
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|---|---|---|
| c) granting the right to subscribe for Series O Shares to holders of Series C Subscription Warrants issued by the Company on the basis of Resolution No. 5/12/2023 dated December 19, 2023 of the Extraordinary General Meeting of the Company. |
||
| amendment: | 3. The right to subscribe for Series M Shares, Series N Shares and Series O Shares | Repealed. |
| § 5a ust. 3 | may be exercised until December 31, 2029. | |
| addition: § 5a ust. 4 |
- | 4.The nominal value of the conditional increase in the Company's share capital created for the purposes of implementing the Incentive Program adopted on the basis of Resolution No. 6/11/2025 of November 3, 2025 of the Extraordinary General Meeting of the Company on the introduction of the Incentive Program for the financial years 2025 – 2027, together with any subsequent amendments to this resolution (the "Program Resolution"), shall not exceed PLN 29,858.40 (twenty-nine thousand eight hundred and fifty-eight zlotys and forty groszy) and shall be divided into: |
| a) no more than 99,528 (ninety-nine thousand five hundred and twenty-eight) series M ordinary bearer shares with a nominal value of PLN 0.10 (ten groszy) each ("Series M Shares"); |
||
| b) no more than 99,528 (ninety-nine thousand five hundred and twenty-eight) series N ordinary bearer shares with a nominal value of PLN 0.10 (ten groszy) each ("Series N Shares"); |

| c) no more than 99,528 (ninety-nine thousand five hundred and twenty-eight) series O ordinary bearer shares with a nominal value of PLN 0.10 (ten groszy) each ("Series O Shares"). |
||
|---|---|---|
| addition: | - | 5. The purpose of the conditional increase in share capital is: |
| § 5a ust. 5 | a) granting the right to acquire Series M Shares to holders of Series A Subscription Warrants issued by the Company pursuant to the Program Resolution, |
|
| b) granting the right to acquire Series N Shares to holders of Series B Subscription Warrants issued by the Company pursuant to the Program Resolution, |
||
| c) granting the right to acquire Series O Shares to holders of Series C Subscription Warrants issued by the Company pursuant to the Program Resolution. |
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| addition: § 5a ust. 6 |
- | 6. The right to acquire Series M Shares, Series N Shares and Series O Shares may be exercised until 31 December 2030. |
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