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Medicalgorithmics S.A. AGM Information 2026

May 22, 2026

5705_rns_2026-05-22_ed860c3d-d85a-4141-81e3-1f49a44f585f.pdf

AGM Information

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MEDICALgorithmics
INNOVATIVE SOLUTIONS IN MEDICINE

DRAFT RESOLUTIONS OF THE ORDINARY GENERAL MEETING OF MEDICALGORITHMICS S.A. WITH ITS REGISTERED OFFICE IN WARSAW

CONVENED FOR 19 JUNE 2026

Resolution No. 1/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorithmics S.A. with its registered office in Warsaw
on the election of the Chairperson of the General Meeting

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A. hereby elects Mr./Ms. ___ as the Chairperson of the General Meeting.

§ 2

This resolution shall enter into force upon its adoption.

Justification for the resolution:

The resolution is of a procedural nature.

Resolution No. 2/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorithmics S.A. with its registered office in Warsaw
on the adoption of the agenda of the General Meeting

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A. hereby adopts the following agenda of the General Meeting:

  1. Opening of the General Meeting;
  2. Election of the Chairperson of the General Meeting;
  3. Ascertaining that the General Meeting has been duly convened and is capable of adopting resolutions;
  4. Adoption of the agenda of the General Meeting;
  5. Consideration of the financial statements of Medicalgorithmics S.A. for 2025, the consolidated financial statements of the Medicalgorithmics Group for 2025, the Management Board's report on the activities of Medicalgorithmics S.A. and the activities of the Medicalgorithmics Group in 2025 and the Management Board's recommendation to cover the loss for 2025;
  6. Consideration of the report of the Supervisory Board of Medicalgorithmics S.A. for 2025 together with the report on the results of the assessment of the financial statements of Medicalgorithmics S.A. for 2025, the consolidated financial statements of the Medicalgorithmics Group for 2025 and the Management Board's report on the activities of Medicalgorithmics S.A. and the activities of the Medicalgorithmics Group in 2025, as well as consideration of the resolution of the Supervisory Board of Medicalgorithmics S.A. on the opinion on the Management Board's recommendation regarding the coverage of loss for 2025;
  7. Adoption of a resolution on approval of the financial statements of Medicalgorithmics S.A. for the year 2025;
  8. Adoption of a resolution on approval of the consolidated financial statements of the Medicalgorithmics Group for 2025;
  9. Adoption of a resolution on approval of the Management Board's report on the activities of Medicalgorithmics S.A. and of the

Page 1 of 17

MEDICALgorithmics
INNOVATIVE SOLUTIONS IN MEDICINE

Medicalgorithmics Group's activities in 2025;

  1. Adoption of a resolution on the coverage of loss for 2025;
  2. Adoption of resolutions on granting discharge to individual members of the Management Board of Medicalgorithmics S.A. for 2025;
  3. Adoption of resolutions on granting discharge to individual members of the Supervisory Board of Medicalgorithmics S.A. for 2025;
  4. Discussion on the report of the Supervisory Board of Medicalgorithmics S.A. on the remuneration of the members of the Management Board and Supervisory Board for 2025;
  5. Adoption of a resolution on the amendment of the Company's Articles of Association;
  6. Adoption of a resolution on the amendment of the Rules of Procedure of the Supervisory Board of the Company;
  7. Changes in the composition of the Company's Supervisory Board;
  8. Determination of the number of members of the Company's Supervisory Board.
  9. Closing of the General Meeting.

§ 2

This resolution shall enter into force upon its adoption.

Justification for the resolution:

The resolution is of a procedural nature.

Resolution No. 3/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorithmics S.A. with its registered office in Warsaw
on approval of the financial statements of Medicalgorithmics S.A. for 2025

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A. resolves under Article 393(1) and Article 395 § 2(1) of the Commercial Companies Code and § 14(1) of the Articles of Association of Medicalgorithmics S.A. to approve the financial statements of Medicalgorithmics S.A. for 2025, prepared under International Financial Reporting Standards, consisting of:

1) the statement of financial position as of December 31, 2025, showing a total of PLN 104,020 thousand (one hundred and four million twenty thousand zlotys) on the assets and liabilities side;
2) the statement of comprehensive income for the financial year from January 1, 2025, to December 31, 2025, showing a net loss of PLN 10,521 thousand (ten million five hundred twenty-one thousand zlotys);
3) the statement of changes in equity from January 1, 2025, to December 31, 2025, showing equity as of December 31, 2025, in the amount of PLN 70,698 thousand (seventy million six hundred and ninety-eight thousand zlotys);
4) the statement of cash flows for the financial year from January 1, 2025, to December 31, 2025, showing a cash balance as of December 31, 2025, of PLN 2,084 thousand (two million eighty-four thousand zlotys);
5) explanatory notes to the financial statements.

§ 2

This resolution shall enter into force upon its adoption.

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MEDICALgorthmics
INNOVATIVE SOLUTIONS IN MEDICINE

Justification for the resolution:

A resolution is a typical resolution adopted by the Ordinary General Meeting. The need to adopt a resolution arises from Article 395 § 2 item 1 of the Commercial Companies Code.

Resolution No. 4/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorthmics S.A. with its registered office in Warsaw
on approval of the consolidated financial statements of the Medicalgorthmics Group for 2025

§ 1

The Ordinary General Meeting of Medicalgorthmics S.A. resolves pursuant to Article 395 § 5 of the Commercial Companies Code, to approve the consolidated financial statements of the Medicalgorthmics Group for 2025, prepared under International Financial Reporting Standards, consisting of:

1) the consolidated statement of financial position as of December 31, 2025, showing total assets and liabilities of PLN 108,233 thousand (one hundred eight million two hundred and thirty-three thousand zlotys);
2) the consolidated statement of comprehensive income for the financial year from January 1, 2025, to December 31, 2025, showing a net loss of PLN 11,678 thousand (eleven million six hundred and seventy-eight thousand zlotys), including a net loss attributable to shareholders of Medicalgorthmics S.A. of PLN 11,684 thousand (eleven million six hundred and eighty-four thousand zlotys);
3) the consolidated statement of changes in equity from January 1, 2025, to December 31, 2025, showing as of December 31, 2025, equity attributable to shareholders of Medicalgorthmics S.A. of PLN 64,621 thousand (sixty-four million six hundred twenty-one thousand zlotys);
4) the consolidated statement of cash flows for the financial year from January 1, 2025, to December 31, 2025, showing a cash balance as of December 31, 2025, in the amount of PLN 2,727 thousand (two million seven hundred twenty-seven thousand zlotys);
5) explanatory notes to the consolidated financial statements.

§ 2

This resolution shall enter into force upon its adoption.

Justification for the resolution:

A resolution is a typical resolution adopted by the Ordinary General Meeting. The need to adopt a resolution is based on Article 395 § 5 of the Commercial Companies Code.

Resolution No. 5/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorthmics S.A. with its registered office in Warsaw
on approval of the Management Board's report on the activities of Medicalgorthmics S.A. and on the activities of the Medicalgorthmics Group in 2025

§ 1

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MEDICALgorithmics
INNOVATIVE SOLUTIONS IN MEDICINE

The Ordinary General Meeting of Medicalgorithmics S.A. resolves pursuant to Article 395 § 2(1) and 395 § 5 of the Commercial Companies Code and § 14(1) of the Articles of Association of Medicalgorithmics S.A. to approve the Management Board's report on the activities of Medicalgorithmics S.A. and the activities of the Medicalgorithmics Group in 2025.

§ 2

This resolution shall enter into force upon its adoption.

Justification for the resolution:

A resolution is a typical resolution adopted by the Ordinary General Meeting. The need to adopt a resolution arises from Article 395 § 2 item 1 of the Commercial Companies Code.

Resolution No. 6/06/2026

of 19 June 2026

of the Ordinary General Meeting

of Medicalgorithmics S.A. with its registered office in Warsaw

on covering the loss for 2025

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A. pursuant to Article 395 § 2(2) of the Commercial Companies Code and § 14(6) of the Articles of Association of Medicalgorithmics S.A., having considered the Management Board's motion regarding the covering of the loss for 2025, resolves that net loss of PLN 10,521 thousand (ten million five hundred twenty-one thousand zlotys) for 2025 will be covered by profits from future years.

§ 2

This resolution shall enter into force upon its adoption.

Justification for the resolution:

A resolution is a typical resolution adopted by the Ordinary General Meeting. The need to adopt a resolution arises from Article 395 § 2 item 2 of the Commercial Companies Code. The decision to cover the loss for 2025 takes into account the recommendations of the Management Board and the Supervisory Board.

Resolution No. 7/06/2026

of 19 June 2026

of the Ordinary General Meeting

of Medicalgorithmics S.A. with its registered office in Warsaw

on granting discharge to Mr Maciej Gamrot

from the performance of his duties as Member of the Management Board for Finance for 2025

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A., acting pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, as well as § 14(4) of the Articles of Association of Medicalgorithmics S.A., resolves to grant discharge to Mr Maciej Gamrot, who served as Member of the Management Board for Finance from 1 January 2025 to 17 June 2025, in respect of the performance of his duties during that period.

§ 2

This resolution shall enter into force upon its adoption.

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MEDICALgorithmics
INNOVATIVE SOLUTIONS IN MEDICINE

Justification for the resolution:

A resolution is a typical resolution adopted by the Ordinary General Meeting. The need to adopt a resolution arises from Article 395 § 2 item 3 of the Commercial Companies Code.

Resolution No. 8/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorithmics S.A. with its registered office in Warsaw
on granting discharge to Mr Jarosław Jerzakowski
from the performance of his duties as Member of the Management Board for 2025

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A., acting pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, as well as § 14(4) of the Articles of Association of Medicalgorithmics S.A., resolves to grant discharge to Mr Jarosław Jerzakowski, who served as Member of the Management Board from 1 January 2025 to 17 June 2025, in respect of the performance of his duties during that period.

§ 2

This resolution shall enter into force upon its adoption.

Justification for the resolution:

A resolution is a typical resolution adopted by the Ordinary General Meeting. The need to adopt a resolution arises from Article 395 § 2 item 3 of the Commercial Companies Code.

Resolution No. 9/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorithmics S.A. with its registered office in Warsaw
on granting discharge to Mr Przemysław Tadla
from the performance of his duties as Member of the Management Board for 2025

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A., acting pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, as well as § 14(4) of the Articles of Association of Medicalgorithmics S.A., resolves to grant discharge to Mr Przemysław Tadla, who served as Member of the Management Board from 1 January 2025 to 17 June 2025, in respect of the performance of his duties during that period.

§ 2

This resolution shall enter into force upon its adoption.

Justification for the resolution:

A resolution is a typical resolution adopted by the Ordinary General Meeting. The need to adopt a resolution arises from Article 395 § 2 item 3 of the Commercial Companies Code.

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MEDICALgorithmics
INNOVATIVE SOLUTIONS IN MEDICINE

Resolution No. 10/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorithmics S.A. with its registered office in Warsaw
on granting discharge to Mr Krzysztof Siemionow
from the performance of his duties as President of the Management Board for 2025

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A., acting pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, as well as § 14(4) of the Articles of Association of Medicalgorithmics S.A., resolves to grant discharge to Mr Krzysztof Siemionow, who served as President of the Management Board from 17 June 2025 to 31 December 2025, in respect of the performance of his duties during that period.

§ 2

This resolution shall enter into force upon its adoption.

Justification for the resolution:

A resolution is a typical resolution adopted by the Ordinary General Meeting. The need to adopt a resolution arises from Article 395 § 2 item 3 of the Commercial Companies Code.

Resolution No. 11/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorithmics S.A. with its registered office in Warsaw
on granting discharge to Mr Michał Zapora
from the performance of his duties as Member of the Management Board for 2025

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A., acting pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, as well as § 14(4) of the Articles of Association of Medicalgorithmics S.A., resolves to grant discharge to Mr Michał Zapora, who served as Member of the Management Board from 17 June 2025 to 31 December 2025, in respect of the performance of his duties during that period.

§ 2

This resolution shall enter into force upon its adoption.

Justification for the resolution:

A resolution is a typical resolution adopted by the Ordinary General Meeting. The need to adopt a resolution arises from Article 395 § 2 item 3 of the Commercial Companies Code.

Resolution No. 12/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorithmics S.A. with its registered office in Warsaw

Page 6 of 17

MEDICALgorithmics
INNOVATIVE SOLUTIONS IN MEDICINE

on granting a discharge to Mr Przemysław Schmidt
from the performance of his duties as Member of the Supervisory Board and Chairman of the Supervisory Board for 2025

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A., acting pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, as well as § 14(4) of the Articles of Association of Medicalgorithmics S.A., resolves to grant Mr Przemysław Schmidt, who served as Member of the Supervisory Board from 1 January 2025 to 17 June 2025 and as Chairman of the Supervisory Board from 1 January 2025 to 17 June 2025, in respect of the performance of his duties during that period.

§ 2

This resolution shall enter into force upon its adoption.

Justification for the resolution:

A resolution is a typical resolution adopted by the Ordinary General Meeting. The need to adopt a resolution arises from Article 395 § 2 item 3 of the Commercial Companies Code.

Resolution No. 13/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorithmics S.A. with its registered office in Warsaw
on granting a discharge to Mr Michał Wnorowski
from the performance of his duties as Member of the Supervisory Board and Vice-Chairman of the Supervisory Board for 2025

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A., acting pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, as well as § 14(4) of the Articles of Association of Medicalgorithmics S.A., resolves to grant Mr Michał Wnorowski, who served as Member of the Supervisory Board from 1 January 2025 to 31 December 2025 and as Vice-Chairman of the Supervisory Board from 1 January 2025 to 31 December 2025, in respect of the performance of his duties during that period.

§ 2

This resolution shall enter into force upon its adoption.

Justification for the resolution:

A resolution is a typical resolution adopted by the Ordinary General Meeting. The need to adopt a resolution arises from Article 395 § 2 item 3 of the Commercial Companies Code.

Resolution No. 14/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorithmics S.A. with its registered office in Warsaw
on granting a discharge to Ms Marzena Piszczek
from the performance of her duties as Member of the Supervisory Board for 2025

§ 1

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MEDICALgorithmics
INNOVATIVE SOLUTIONS IN MEDICINE

The Ordinary General Meeting of Medicalgorithmics S.A., acting pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, as well as § 14(4) of the Articles of Association of Medicalgorithmics S.A., resolves to grant Ms Marzena Piszczek, who served as Member of the Supervisory Board from 1 January 2025 to 31 December 2025, in respect of the performance of her duties during that period.

§ 2

This resolution shall enter into force upon its adoption.

Justification for the resolution:

A resolution is a typical resolution adopted by the Ordinary General Meeting. The need to adopt a resolution arises from Article 395 § 2 item 3 of the Commercial Companies Code.

Resolution No. 15/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorithmics S.A. with its registered office in Warsaw
on granting a discharge to Mr Paweł Lewicki
from the performance of his duties as Member of the Supervisory Board for 2025

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A., acting pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, as well as § 14(4) of the Articles of Association of Medicalgorithmics S.A., resolves to grant Mr Paweł Lewicki, who served as Member of the Supervisory Board from 1 January 2025 to 31 December 2025, in respect of the performance of his duties during that period.

§ 2

This resolution shall enter into force upon its adoption.

Justification for the resolution:

A resolution is a typical resolution adopted by the Ordinary General Meeting. The need to adopt a resolution arises from Article 395 § 2 item 3 of the Commercial Companies Code.

Resolution No. 16/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorithmics S.A. with its registered office in Warsaw
on granting a discharge to Mr Krzysztof Siemionow
from the performance of his duties as Member of the Supervisory Board for 2025

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A., acting pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, as well as § 14(4) of the Articles of Association of Medicalgorithmics S.A., resolves to grant Mr Krzysztof Siemionow, who served as Member of the Supervisory Board from 1 January 2025 to 17 June 2025, in respect of the performance of his duties during that period.

§ 2

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MEDICALgorithmics
INNOVATIVE SOLUTIONS IN MEDICINE

This resolution shall enter into force upon its adoption.

Justification for the resolution:

A resolution is a typical resolution adopted by the Ordinary General Meeting. The need to adopt a resolution arises from Article 395 § 2 item 3 of the Commercial Companies Code.

Resolution No. 17/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorithmics S.A. with its registered office in Warsaw
on granting a discharge to Mr Michał Żółtowski
from the performance of his duties as Member of the Supervisory Board and Chairman of the Supervisory Board for 2025

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A., acting pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, as well as § 14(4) of the Articles of Association of Medicalgorithmics S.A., resolves to grant Mr Michał Żółtowski, who served as Member of the Supervisory Board from 17 June 2025 to 31 December 2025 and as Chairman of the Supervisory Board from 17 June 2025 to 31 December 2025, in respect of the performance of his duties during that period.

§ 2

This resolution shall enter into force upon its adoption.

Justification for the resolution:

A resolution is a typical resolution adopted by the Ordinary General Meeting. The need to adopt a resolution arises from Article 395 § 2 item 3 of the Commercial Companies Code.

Resolution No. 18/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorithmics S.A. with its registered office in Warsaw
on granting a discharge to Mr Maksymilian Fraszka
from the performance of his duties as Member of the Supervisory Board for 2025

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A., acting pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, as well as § 14(4) of the Articles of Association of Medicalgorithmics S.A., resolves to grant Mr Maksymilian Fraszka, who served as Member of the Supervisory Board from 17 June 2025 to 31 December 2025, in respect of the performance of his duties during that period.

§ 2

This resolution shall enter into force upon its adoption.

Justification for the resolution:

Page 9 of 17

MEDICALgorithmics
INNOVATIVE SOLUTIONS IN MEDICINE

A resolution is a typical resolution adopted by the Ordinary General Meeting. The need to adopt a resolution arises from Article 395 § 2 item 3 of the Commercial Companies Code.

Resolution No. 19/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorithmics S.A. with its registered office in Warsaw
on granting a discharge to Mr Marcin Gołębicki
from the performance of his duties as Member of the Supervisory Board for 2025

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A., acting pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, as well as § 14(4) of the Articles of Association of Medicalgorithmics S.A., resolves to grant Mr Marcin Gołębicki, who served as Member of the Supervisory Board from 3 November 2025 to 31 December 2025, in respect of the performance of his duties during that period.

§ 2

This resolution shall enter into force upon its adoption.

Justification for the resolution:

A resolution is a typical resolution adopted by the Ordinary General Meeting. The need to adopt a resolution arises from Article 395 § 2 item 3 of the Commercial Companies Code.

Resolution No. 20/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorithmics S.A. with its registered office in Warsaw
on the amendment to the Company's Articles of Association

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A., acting pursuant to Article 430 § 1 of the Commercial Companies Code and § 14(9) of the Company's Articles of Association, resolves to amend the Articles of Association of Medicalgorithmics S.A. (the "Articles of Association") as follows:

  1. § 12(2) of the Articles of Association shall read as follows:
    "2. A proxy to participate in the General Meeting and to exercise voting rights must be granted in writing or in electronic form. Granting a proxy in electronic form does not require a secure electronic signature verified by a valid qualified certificate.";

  2. § 16 of the Articles of Association shall read as follows:
    "A shareholder or shareholders representing at least one-twentieth of the share capital may request that specific matters be included in the agenda of the next General Meeting. Such request should be submitted to the Management Board no later than twenty-one days prior to the scheduled date of the meeting. The request should include a justification or a draft resolution concerning the proposed agenda item. The request may be submitted in electronic form.";

  3. § 17(6) of the Articles of Association shall read as follows:
    "6. The Supervisory Board adopts resolutions if at least half of its members are present at the meeting, and all members have been invited.";

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INNOVATIVE SOLUTIONS IN MEDICINE

  1. § 18(2) of the Articles of Association shall read as follows:

  2. Meetings of the Supervisory Board shall be convened by the Chairperson, and in their absence by the Vice-Chairperson of the Board. Meetings of the Supervisory Board should be convened as needed, but not less frequently than once in each quarter of the financial year. A meeting of the Supervisory Board may be convened by means of electronic mail.

  3. Following § 18, a new § 18a shall be added as follows:

§ 18a

  1. The work of the Supervisory Board shall be directed by the Chairman, who is responsible for the proper organization of its work, in particular for convening meetings.

  2. The notice of a Supervisory Board meeting should specify the date, time and place of the meeting, the proposed agenda, as well as the method of participation using means of direct remote communication, if applicable.

  3. The Supervisory Board may also adopt resolutions on matters not included in the agenda, provided that none of the members present raises an objection.

  4. The Supervisory Board may hold meetings without formal convening if all its members consent and no objections are raised regarding the inclusion of specific matters in the agenda.

  5. A member of the Supervisory Board or the Management Board may request that a Supervisory Board meeting be convened, providing the proposed agenda. The Chairman of the Supervisory Board convenes the meeting with an agenda consistent with the request, to be held no later than two weeks from the date of receipt of the request. If the meeting is not convened within this time limit, the requesting party may convene it independently.

  6. In § 20 of the Articles of Association, the first sentence shall be read as follows:

"The Supervisory Board shall exercise ongoing supervision over the Company's activities in all areas of its operations and shall monitor the financial reporting process, the effectiveness of internal control systems, risk management, compliance functions, and the internal audit function."

  1. In § 20a, the existing content shall be designated as paragraph 1, after which new paragraphs 2 and 3 shall be added as follows:

  2. The Supervisory Board may, at the Company's expense, appoint an advisor to the Supervisory Board, as referred to in the Commercial Companies Code, in order to examine a specific matter concerning the Company's activities or assets or to prepare specific analyses and opinions. In agreements between the Company and the Supervisory Board's advisor, the Company shall be represented by the Supervisory Board.

  3. The Supervisory Board shall prepare an annual written report on its activities in accordance with applicable law and present it to the General Meeting.

  4. In § 22 of the Articles of Association, after paragraph 5, new paragraphs 6–8 shall be added as follows:

  5. The Management Board shall be obliged to provide the Supervisory Board with information on:

1) resolutions of the Management Board and their subject matter;

2) the Company's situation, including its assets, as well as significant circumstances relating to the Company's affairs, in particular in the operational, investment and HR areas;

3) progress in the implementation of the Company's strategic directions, indicating any deviations from previously defined directions together with justification for such deviations;

4) transactions and other events or circumstances that materially affect or may affect the Company's financial position, including its profitability or liquidity;

5) changes to information previously provided to the Supervisory Board, if such changes materially affect or may affect the Company's situation.

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INNOVATIVE SOLUTIONS IN MEDICINE

  1. The performance of the Management Board's obligations referred to in paragraphs 6(1)-(5) above with respect to subsidiaries and affiliated entities shall be limited to information held by the Management Board that is material from the perspective of the Company's situation, including its assets and liquidity. Information may be provided in any form adopted in the Company for communication between the Management Board and the Supervisory Board, including forms specified in the rules of procedure of the Supervisory Board and the Management Board, in particular in electronic form or orally during Supervisory Board meetings.

  2. Information shall be provided to the Supervisory Board in a manner ensuring ongoing access to information essential for the performance of supervisory duties, in particular:

1) current and periodic information – at Supervisory Board meetings;
2) information concerning significant events or circumstances – without delay after their occurrence or after they become known to the Management Board."

§ 2

This resolution shall enter into force upon its adoption, provided, however, that the legal effect consisting in the amendment of the Articles of Association shall take place upon registration of the amendment in the register of entrepreneurs by the registry court.

Justification for the resolution:

This resolution is adopted pursuant to Article 430 § 1 of the Commercial Companies Code and § 14(9) of the Company's Articles of Association, under which amendments to the Articles of Association fall within the competence of the General Meeting. The proposed amendments result from a review and update of the Company's corporate documentation.

Resolution No. 21/06/2026
of 19 June 2026
of the Ordinary General Meeting
of Medicalgorithmics S.A. with its registered office in Warsaw
on the amendment of the Rules of Procedure of the Supervisory Board of the Company

§ 1

The Ordinary General Meeting of Medicalgorithmics S.A., acting pursuant to Article 391 § 3 of the Commercial Companies Code and § 14(15) of the Company's Articles of Association, resolves to amend the Rules of Procedure of the Supervisory Board of Medicalgorithmics S.A. adopted by Resolution No. 11/03/2022 of the Extraordinary General Meeting of Medicalgorithmics S.A. of 22 March 2022 (the "Rules") as follows:

  1. § 4(3) of the Rules shall read as follows:
    "3. Meetings of the Supervisory Board shall be held at least once in each quarter of the financial year or more frequently if necessary.";

  2. § 4(8) of the Rules shall read as follows:
    "8. Meetings of the Supervisory Board shall be held using means of direct remote communication, unless the person convening the meeting decides that it shall be held at the place indicated in the notice.";

  3. In § 4 of the Rules, after paragraph 10, a new paragraph 10¹ shall be added as follows:
    "10¹. Voting of the Supervisory Board shall be open. The Chairman of the Supervisory Board may order a secret ballot, in particular in personal matters or at the request of a member of the Supervisory Board."

§ 2

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MEDICALgorithmics
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The General Meeting adopts the consolidated text of the Rules of the Supervisory Board of the Company, incorporating the above amendments, constituting an appendix to this resolution.

§ 3

This resolution shall enter into force upon its adoption.

Justification for the resolution:

This resolution is adopted pursuant to Article 391 § 3 of the Commercial Companies Code and § 14(15) of the Company's Articles of Association, under which the adoption of the Rules of the Supervisory Board falls within the competence of the General Meeting. Due to this allocation of competences, amendments to the Rules of the Supervisory Board likewise require adoption by a resolution of the General Meeting of the Company. The proposed amendments result from a review and update of the Company's corporate documentation.

Appendix to Resolution No. 21/06/2026 – Consolidated text of the Rules of the Supervisory Board of Medicalgorithmics S.A.:

§ 1

General provisions

  1. The Supervisory Board of Medicalgorithmics S.A. (the "Company"), hereinafter referred to as the "Supervisory Board" or the "Board", is a governing body of the Company exercising ongoing supervision over its activities.
  2. The Supervisory Board acts in accordance with the provisions of the Commercial Companies Code, the Company's Articles of Association, these Rules, as well as the Best Practices for Companies Listed on the WSE (the "Best Practices") applied by the Company.

§ 2

Organization of the Supervisory Board

  1. The Supervisory Board shall consist of at least 5 (five) and no more than 9 (nine) members, appointed for a joint term of 3 (three) years.
  2. The members of the Supervisory Board, as well as the Chairman and, where applicable, the Vice-Chairman of the Supervisory Board, shall be appointed and removed by the General Meeting.
  3. The number of members of the Supervisory Board within the limits specified in paragraph 1 shall be determined by the General Meeting.
  4. The mandates of the members of the Supervisory Board shall expire on the date of the General Meeting approving the Management Board's report on the Company's activities and the financial statements for the last full financial year of their term of office.
  5. Retiring members of the Supervisory Board may be reappointed.
  6. The Chairman of the Supervisory Board of the previous term shall hand over all documentation regarding matters handled by the Supervisory Board to the new Chairman of the Supervisory Board elected in accordance with the Company's Articles of Association.
  7. Persons appointed to the Supervisory Board shall represent high qualifications and experience. Furthermore, when making decisions regarding the appointment of members of the Supervisory Board, the General Meeting should aim to ensure diversity and a broad composition of the Board, including in terms of gender, field of education, age, and professional experience.
  8. At least 2 (two) members of the Supervisory Board should meet the independence criteria referred to in the Best Practices for Companies Listed on the WSE.

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  1. Members of the Supervisory Board should be able to devote the necessary amount of time to the performance of their duties.
  2. Members of the Supervisory Board shall perform their rights and duties in person.

§ 3

Duties of the Supervisory Board and its members

  1. The Supervisory Board shall prepare and present to the Ordinary General Meeting:
    a. an assessment of the Company's situation, including an evaluation of internal control systems, risk management, compliance, and the internal audit function; such assessment shall cover all significant control mechanisms, in particular those relating to financial reporting and operational activities,
    b. a report on the activities of the Supervisory Board, including at least information on the composition of the Board and its Committees, compliance by Board members with independence criteria, the number of Board and Committee meetings held during the reporting period, and the self-assessment of the Supervisory Board's work,

  2. Members of the Supervisory Board:
    a. shall provide the Company's Management Board with their professional CVs for publication on the Company's corporate website,
    b. shall submit to the Company's Management Board and the other members of the Board a statement on meeting the independence criteria set out in the Best Practices, if they meet such criteria,
    c. shall participate in General Meetings in a composition enabling them to provide substantive answers to questions asked during the General Meeting,
    d. should avoid engaging in professional or non-professional activities that could give rise to a conflict of interest or adversely affect their reputation as members of the Company's governing body, and in the event of a conflict of interest arising, should immediately disclose it,
    e. should refrain from accepting any benefits that could affect their impartiality and objectivity in decision-making or negatively impact the assessment of the independence of their opinions and judgments.

  3. The Chairman of the Supervisory Board shall open the General Meeting. In his absence, the General Meeting shall be opened by the President of the Management Board or a person designated by the Management Board.

§ 4

Rules of Operation of the Supervisory Board

  1. The Supervisory Board shall perform its duties collectively; however, it may delegate its members to perform specific supervisory activities individually.
  2. The work of the Supervisory Board shall be directed by the Chairman.
  3. Meetings of the Supervisory Board shall be held at least once in each quarter of the financial year or more frequently if necessary.
  4. Meetings of the Supervisory Board shall be convened by the Chairman, and in his absence by the Vice-Chairman of the Supervisory Board, at least 7 days prior to the meeting date. In the absence of an explicit objection from any member of the Supervisory Board, a meeting may be held despite failure to observe the above time limit. A meeting of the Supervisory Board may be convened via electronic mail.
  5. At the request of the Management Board or a member of the Supervisory Board, a meeting of the Supervisory Board should be held no later than within 14 (fourteen) days from the date the request is submitted to the Chairman or Vice-Chairman. If the Chairman or Vice-Chairman fails to convene the meeting in accordance with the preceding sentence, the Management Board or the requesting member of the Supervisory Board may convene it independently, specifying the date, place, and proposed agenda.
  6. The agenda of the meeting shall be determined by the person convening the meeting.

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  1. The right to submit matters for consideration at meetings of the Supervisory Board shall be vested in individual members of the Supervisory Board as well as members of the Management Board.

  2. Meetings of the Supervisory Board shall be held using means of direct remote communication, unless the person convening the meeting decides that it shall be held at the place indicated in the notice.

  3. Members of the Management Board, employees of the Company, and experts may, upon invitation of the Supervisory Board members, participate in meetings of the Supervisory Board without the right to vote, if their participation is justified by the agenda.

  4. The Supervisory Board shall adopt resolutions by an absolute majority of votes of the members present at the meeting; in the event of a tie, the Chairman shall have the casting vote.

10.1 Voting of the Supervisory Board shall be open. The Chairman of the Supervisory Board may order a secret ballot, in particular in personal matters or at the request of a member of the Supervisory Board.

  1. The Supervisory Board shall adopt resolutions provided that at least half of its members are present and all members have been invited to the meeting.

  2. Members of the Supervisory Board may participate in adopting resolutions by casting their vote in writing through another member of the Supervisory Board. Voting in writing shall not apply to matters introduced to the agenda during the Supervisory Board meeting.

  3. Members of the Supervisory Board may also participate in adopting resolutions using means of direct remote communication. A resolution shall be valid if all members of the Supervisory Board have been notified of the content of the draft resolution.

  4. Minutes shall be prepared from each meeting of the Supervisory Board, which shall be approved by the Supervisory Board and signed by the Chairman or the Vice-Chairman.

  5. If a member of the Supervisory Board considers that the decision of the Board is contrary to the interests of the Company, they may request that their position on the matter be recorded in the minutes of the meeting.

  6. A member of the Supervisory Board shall inform the Board of any conflict of interest or the possibility of its occurrence and shall refrain from participating in the vote on a resolution in a matter where such conflict may arise with respect to that member.

  7. In order to perform its duties, the Supervisory Board may examine all documents of the Company, request reports and explanations from the Management Board and employees and carry out inspections of the Company's assets.

§ 5
Modes of Adopting Resolutions

  1. The decision on the mode of adopting resolutions shall be made by the Chairman or the Vice-Chairman (the "Voting Organizer"). A person designated by the Voting Organizer from among the other members of the Supervisory Board or employees or other persons cooperating with the Company may act on behalf of the Voting Organizer. The designation may be made in any manner.

  2. At a meeting, a member of the Supervisory Board shall cast their vote by raising their hand or by marking their choice ("for", "against" or "abstain") on a voting ballot. At a meeting held using means of direct remote communication, each member of the Supervisory Board, after the draft resolution has been read out, shall declare whether they vote "for", "against" or "abstain" from the vote.

  3. Adoption of resolutions in writing shall take place by each member of the Supervisory Board casting their vote on a voting ballot, i.e. by affixing a handwritten signature under the text of the proposed resolution and indicating whether they vote "for", "against" or "abstain", and delivering such signed ballot to the Voting Organizer or a person designated by them or to another member of the Supervisory Board, or by sending it to the Company's email or correspondence address within the specified time limit, depending on the instructions provided. The voting shall be deemed completed and—if the resolution is adopted—the resolution shall be deemed adopted upon the expiry of the deadline set for casting votes or, as applicable, on the date of receipt of all copies of the resolution signed by the participating members of the Supervisory Board, whichever occurs first. The Voting Organizer shall confirm

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the voting by recording in the resolution the mode of its adoption and the votes cast by individual members of the Board.

  1. Adoption of resolutions using means of direct remote communication may be carried out through all available means of such communication, including in particular email, instant messaging applications, telephone, teleconference or videoconference.

  2. Adoption of resolutions via email and instant messaging applications shall take place as follows:

a. each member of the Supervisory Board receives from the Voting Organizer or a person designated by them a draft resolution together with instructions, including in particular the deadline for closing the vote;

b. members of the Supervisory Board cast their votes in reply (by email or message), indicating whether they vote "for", "against" or "abstain" with respect to the proposed resolution;

c. the adoption of the resolution shall be confirmed by the Voting Organizer or a person designated by them, who collects the votes from the other members of the Supervisory Board and summarizes the voting by stating, in a reply to the correspondence referred to in items (a) and (b) above: (i) that the voting took place via email or an instant messaging application, and (ii) the number of votes cast by individual members of the Supervisory Board together with a statement whether the resolution has been adopted. The voting summary together with the members' statements shall be included in the minutes' book of the Supervisory Board. The Voting Organizer or the designated person shall prepare concise minutes of such voting, indicating the mode of adoption of the resolution, its content, the number of votes cast and whether the resolution has been adopted.

  1. Adoption of resolutions by the Supervisory Board using telephone, teleconference or videoconference shall take place as follows:

a. the draft resolution shall be read out to the members of the Supervisory Board by the Voting Organizer or a person designated by them;

b. each member of the Supervisory Board, after the draft resolution has been read out, shall declare whether they vote "for", "against" or "abstain";

c. a member of the Supervisory Board who does not cast a vote shall be deemed not to have participated in the voting;

d. the adoption of the resolution shall be confirmed by the Voting Organizer or a person designated by them, who collects the votes from the other members of the Supervisory Board and summarizes the voting by stating in the text of the resolution: (i) that the voting took place via telephone, teleconference or videoconference, and (ii) the number of votes cast by individual members of the Supervisory Board together with a statement whether the resolution has been adopted. The full text of the resolution shall be read out. The voting summary together with the members' statements shall be included in the minutes' book of the Supervisory Board. The Voting Organizer or the designated person shall prepare concise minutes of such voting, indicating the mode of adoption of the resolution, its content, the number of votes cast and whether the resolution has been adopted.

§ 6

Committees of the Supervisory Board

  1. The Supervisory Board may establish committees within the Board (the "Committees") if required by applicable law or Annex I to Commission Recommendation 2005/162/EC of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board.

  2. The Supervisory Board shall appoint and remove members of a Committee, including its Chairman, from among the members of the Board for the duration of its term.

  3. A Committee shall consist of at least 3 (three) members, including the Chairman.

  4. The number of members of a Committee within the limits specified in paragraph 3 shall be determined by the Supervisory Board.

  5. Decisions regarding the appointment of the Chairman and membership in Committees should be made with due consideration to ensuring rotation of Committee members.

  6. A Committee shall act collectively.

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  1. The work of a Committee shall be directed by its Chairman.
  2. A Committee shall adopt resolutions by an absolute majority of votes of its members present at the meeting; in the event of a tie, the Chairman shall have the casting vote. A Committee may adopt resolutions if a majority of its members are present and all members have been invited to the meeting.
  3. A Committee should perform its duties in accordance with the scope of its powers and regularly inform the Supervisory Board of its activities and the results of its work.
  4. The performance by a Committee of the tasks specified in these Rules shall not replace the statutory and articles-based powers and duties of the Supervisory Board, nor shall it release the members of the Supervisory Board from their responsibility.
  5. The Supervisory Board shall define detailed rules of operation for each established Committee and its precise mandate in the form of regulations.

§ 7

Final provisions

  1. The rules for the remuneration of members of the Supervisory Board shall be determined by the General Meeting.
  2. The level of remuneration of Supervisory Board members should be sufficient to attract, retain and motivate persons with the competences necessary for proper supervision of the Company. Remuneration should be appropriate to the scope of duties entrusted to individual persons and should take into account additional functions, such as work in Committees established in accordance with applicable law.
  3. The remuneration of Supervisory Board members should not be based on stock options or other derivative instruments, nor any other variable components, and should not depend on the performance of the Company.
  4. Members of the Supervisory Board shall be entitled to reimbursement of expenses incurred in connection with participation in the work of the Supervisory Board.
  5. All costs related to the functioning of the Supervisory Board shall be borne by the Company.
  6. The Company shall ensure that the Supervisory Board has access to professional, independent advisory services which, in the Board's opinion, are necessary for the effective performance of its supervisory duties in the Company. When selecting an advisor, the Supervisory Board shall take into account the financial situation of the Company.
  7. Administrative support for the Supervisory Board shall be provided by the Management Board.
  8. These Rules shall enter into force on the date of their adoption by the General Meeting.
  9. Any amendment to these Rules shall require the adoption of a resolution by the General Meeting.

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