Board/Management Information • May 22, 2025
Board/Management Information
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According to the Articles of Association of Medicalgorithmics S.A. with its registered office in Warsaw (hereinafter referred to as the "Company"), the Supervisory Board of the Company (hereinafter referred to as the "Supervisory Board" or the "Board") consists of at least 5 up to 9 members appointed and dismissed by the General Meeting of Shareholders in accordance with the procedure set forth in the Articles of Association. The members of the Supervisory Board are appointed for a joint 3-year term of office.
During the reporting period, the composition of the Supervisory Board changed as follows:
1) from 1 January 2024 to 12 June 2024
| Andrzej Gładysz | - Chairman of the Supervisory Board |
|---|---|
| Michał Wnorowski | - Vice-Chairman of the Supervisory Board |
| Anna Sobocka | - Member of the Supervisory Board |
| Sławomir Kościak | - Member of the Supervisory Board |
| Paweł Lewicki | - Member of the Supervisory Board |
| Krzysztof Siemionow | - Member of the Supervisory Board |
2) from 12 June 2024 to 31 December 2024
| Przemysław Schmidt | - Chairman of the Supervisory Board |
|---|---|
| Michał Wnorowski | - Vice-Chairman of the Supervisory Board |
| Marzena Piszczek | - Member of the Supervisory Board |
| Paweł Lewicki | - Member of the Supervisory Board |
| Krzysztof Siemionow | - Member of the Supervisory Board |
As at the date of this Report, the Supervisory Board is composed of the following persons:
| - Chairman of the Supervisory Board |
|---|
| - Vice-Chairman of the Supervisory Board |
| - Member of the Supervisory Board |
| - Member of the Supervisory Board |
| - Member of the Supervisory Board |
The following Members of the Supervisory Board meet the criteria for independence with respect to the Company as set forth in the Act on Auditors, Audit Firms and Public Supervision dated May 11, 2017 (the "Act"): Przemysław Schmidt, Michał Wnorowski, Marzena Piszczek. Among the Members of the Supervisory Board, the following Members of the Supervisory Board: Przemysław Schmidt, Michał Wnorowski, Marzena Piszczek do not have any actual and significant

relationship with a shareholder holding at least 5% of total voting rights at the General Meeting of the Company. Each of the Members of the Supervisory Board has submitted a relevant statement regarding the fulfilment or non-fulfilment of these criteria. As a result, the criteria set forth in Principle 2.3 of the document "Best Practices of GPW Listed Companies 2021" (hereinafter referred to as the "Best Practices" or "DPSN 2021") for at least two members of the Supervisory Board to meet the independence criteria listed in the Act, as well as not to have any actual and material ties to a shareholder holding at least 5% of total voting rights of the Company, have been met.
During the reporting period, the legal basis for the activities of the Supervisory Board was the provisions of generally applicable law, in particular the Polish Commercial Companies Code ("CCC"), the Articles of Association of the Company, the Regulations of the Supervisory Board, and the Best Practices of GPW Listed Companies 2021.
In 2024, the Supervisory Board held 9 meetings on the following dates:
Attendance at Supervisory Board meetings in 2024 is presented in the table below:
| Meeting date | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name of the Supervisory Board Member |
09.01. | 08.02. | 18.04. | 15.05. | 25.06. | 09.10. | 20.11. | 22.11. | 28.11. |
| Andrzej Gładysz | ✓ | ✓ | ✓ | ✓ | n/d | n/d | n/d | n/d | n/d |
| Michał Wnorowski | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Anna Sobocka | ✓ | ✓ | ✓ | ✓ | n/d | n/d | n/d | n/d | n/d |
| Sławomir Kościak | ✓ | ✓ | ✓ | ✓ | n/d | n/d | n/d | n/d | n/d |
| Paweł Lewicki | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| Krzysztof Siemionow | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| Przemysław Schmidt | n/d | n/d | n/d | n/d | ✓ | ✓ | ✓ | ✓ | ✓ |
| Marzena Piszczek | n/d | n/d | n/d | n/d | ✓ | ✓ | ✓ | ✓ | ✓ |
Furthermore, the Supervisory Board passed resolutions using a means of direct remote communication on the following dates:

In 2024, the Supervisory Board passed a total of 37 resolutions.
Some of these meetings of the Supervisory Board in 2024 were attended by members of the Company's Management Board, key managers of the Company as well as its legal advisors who provided comprehensive explanations and submitted all documents in relation to the Company's operations. In addition, some of the meetings of the Supervisory Board were attended by representatives of the audit firm UHY ECA Audyt spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw (hereinafter the "Audit Firm.").
The Supervisory Board is responsible for constant supervision over all aspects of the Company's operations.
The subject of the Supervisory Board's work in 2024 included, in particular:

In the reporting period, the Supervisory Board monitored the financial and operational situation of the Company and its Group on an ongoing basis, as well as the degree of budget implementation. The subject of the Supervisory Board's meetings was each time current financial data resulting from, m.in disclosures in periodic reports. The information and explanations obtained regarding the size of individual balance sheet items, ratios, the course of procurement, production, contracting, sales and the Company's products and services were considered. The progress of key projects related to the development of new products and services was also regularly discussed.
On the basis of the explanations received and the results of the review and audit of financial reporting by the audit firm, the Supervisory Board approved individual reports for subsequent reporting periods: semi-annual and annual reports, both at the individual and consolidated level. Successively published periodic reports and the reports on which they are based were discussed with the participation of the Management Board, the Financial Director, and other relevant persons.
In the financial year from 1 January 2024 to 31 December 2024, the Audit Committee of the Supervisory Board of Medicalgorithmics S.A. (the "Audit Committee"; "KA RN") acted on the basis of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Supervision and Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements for statutory audits of public-interest entities, repealing Commission Decision 2005/909/EC and:

Composition of the Audit Committee
During the reporting period, the composition of the Audit Committee changed as follows:
1) from 1 January 2024 to 12 June 2024
| Michał Wnorowski | - Chairman of the Audit Committee |
|---|---|
| Anna Sobocka | - Member of the Audit Committee |
| Andrzej Gładysz | - Member of the Audit Committee |
2) from 25 June 2024 to 31 December 2024
| Michał Wnorowski | - Chairman of the Audit Committee |
|---|---|
| Marzena Piszczek | - Member of the Audit Committee |
| Przemysław Schmidt | - Member of the Audit Committee |
As at the date of this report, the composition of the Audit Committee remains unchanged.
As at the date of preparation of the Report, the following Members of the Audit Committee are independent Members of the Audit Committee within the meaning of Article 129 par. 3 of the Act: Mr. Michał Wnorowski – Chairman of the Audit Committee and Audit Members: Ms. Marzena Piszczek and Mr. Przemysław Schmidt.
Knowledge and skills in the field of accounting or auditing financial statements are possessed by the Members of the Audit Committee: Mr. Michał Wnorowski, Ms. Marzena Piszczek and Mr. Przemysław Schmidt.
Mr. Michał Wnorowski graduated from the Warsaw School of Economics in 1999 with a master's degree. He has been continuously involved in the capital market since 1995. During his 29-year professional career, working for financial institutions managing client assets and sitting on supervisory boards of listed and unlisted companies, he was involved in the analysis of companies' financial statements, building financial models based on financial statements in order to value enterprises for the purposes of making investment decisions, cooperation with statutory auditors and valuation advisors from leading audit firms. Since 2002, he has been a member of supervisory boards and audit committees of listed companies, responsible for supervising the financial reporting of these companies and supervising the audit of their financial statements by statutory auditors.

Ms. Marzena Piszczek is a doctor of economic sciences, works at the Cracow University of Economics. She specializes in the areas of corporate governance, corporate finance, and public finance. Cooperation with practice - major projects: implementation of modern budgeting methods; consolidation and restructuring of the Polish chemical sector, banking sector; implementation of economics standards for the nuclear sector in Poland, supervision of dozens of companies as Director of the Delegation of the Minister of State Treasury. Dr. Marzena Piszczek held a number of positions: president, vice-president of the board of finance of the first nuclear power plant, chairperson of the supervisory boards of significant public companies in Poland such as PZU SA, PKO BP SA, Grupa Azoty SA.; member of committees including audit and nomination. She has cooperated with ICMA, USAID, and Open Society Institute. She worked as an expert for the Chancellery of the Prime Minister of the Republic of Poland and the Chancellery of the Senate of the Republic of Poland.
Mr. Przemysław Schmidt graduated with honors from the Law School of Adam Mickiewicz University in 1987, then passed the judicial and bar exams, specializing in business law from the beginning. In 1995 he became Managing Director of the Polish operations of ABN AMRO Corporate Finance, definitively abandoning his legal career in favor of finance, in which he worked intensively until 2018, including as Partner - Founder of TRIGON Brokerage House and as a member and chairman of investment committees of funds managed by PFR. He has completed a number of courses in finance and accounting, including specialized programs for audit committee members. He has served on a number of supervisory boards since 1994, most often as a member and sometimes as chairman of audit committees. In this role, he has introduced internal auditing at several public companies. Although he is now less involved in finance than he used to be, he occasionally gives a university lecture on accounting to lawyers.
Knowledge and skills in the field of the industry in which the Company operates are possessed by the Members of the Audit Committee: Mr. Michał Wnorowski, Ms. Marzena Piszczek and Mr. Przemysław Schmidt.
The Audit Committee was established as an advisory body acting collectively within the structure of the Supervisory Board. The Audit Committee in the indicated composition meets all the requirements set out in the Act.
The Audit Committee held 7 meetings in 2024 (on: January 31, March 13, April 18, May 27, September 23, November 25, and December 13) and adopted 5 resolutions (on April 22, May 8, and June 5). Meetings were held remotely, and resolutions were adopted using direct remote communication.
Some of the meetings of the Audit Committee in 2024 were attended by members of the Company's Management Board, including the Member of the Management Board responsible for finance, who provided comprehensive explanations and submitted all documents concerning the Company's operations. In addition, some of the meetings of the Supervisory Board were attended by members of the Supervisory Board who are not members of the Audit Committee, as well as representatives of the audit firm.
Key issues addressed by the Audit Committee in 2024:

The Supervisory Board, pursuant to a resolution of 22 July 2019, established a standing Nomination and Remuneration Committee (hereinafter either referred to as the "Nomination and Remuneration Committee" or using Polish abbreviation "KNiW") within the Supervisory Board, delegating its members to perform selected supervisory activities independently, but collectively. By resolution of 22 July 2019, the Supervisory Board adopted the Rules and Regulations of the KNiW.
In the reporting period, the composition of the KNiW changed as follows:
1) from 1 January 2024 to 12 June 2024
| Andrzej Gładysz | - Chairman of the KNiW |
|---|---|
| Sławomir Kościak | - Member of the KNiW |
| Michał Wnorowski | - Member of the KNiW |
2) from 25 June 2024 to 31 December 2024
| Marzena Piszczek | - Chairperson of the KNiW |
|---|---|
| Przemysław Schmidt | - Member of the KNiW |
| Michał Wnorowski | - Member of the KNiW |
Currently, the Nomination and Remuneration Committee is composed of:
| Marzena Piszczek | - Chairperson of the KNiW |
|---|---|
| Przemysław Schmidt | - Member of the KNiW |
| Michał Wnorowski | - Member of the KNiW. |
As at the date of preparation of the Report, the independence criteria are met by: Ms. Marzena Piszczek – Chairperson of the KNiW, Mr. Przemysław Schmidt and Mr. Michał Wnorowski.
In 2024, the KNiW held 3 meetings. In the reporting period, the Nominating and Remuneration Committee adopted 17 resolutions (on: February 23, March 13, March 26, April 9, May 10, May 15, June 3). Meetings were held remotely, and resolutions were adopted using direct remote communication.
The activities performed by the KNiW include, among others: evaluation of the work of individual members of the Management Board, recommending to the Supervisory Board the adoption of resolutions on changes in the composition of the Management Board, giving opinions on candidates for members of the Management Board, giving opinions,

preparing and recommending to the Supervisory Board the principles of remunerating members of the Management Board and conducting periodic reviews of these principles, assessment of the incentive programs existing in the Company for members of the Management Board and key management staff, preparing possible proposals for changes in incentive programs, supervising the appointment of key managerial positions in the Medicalgorithmics Capital Group, evaluating the provisions of contracts entered into or to be entered into with members of the Management Board with a view to safeguarding the Company's interests and recommending to the Board necessary amendments to these contracts, preparing possible proposals for amending contracts with members of the Management Board.
The main issues dealt with by the KNiW in 2024:
The Supervisory Board states that the Company's financial statements for 2024, the consolidated financial statements of the Medicalgorithmics Capital Group for 2024, the Management Board's report on the Company's operations and on the activities of the Medicalgorithmics Capital Group in 2024 are consistent with the books, documents, and facts. The Supervisory Board's assessment in the above respect expressed in the Report was influenced by the Supervisory Board's Resolution No. 4/2025 of 30 April 2025 and the Supervisory Board's assessment of the Company's standalone financial

statements for the year ended 31 December 2024, the Group's consolidated financial statements for the year ended 31 December 2024, reports on the activities of the Company and the Group for the year ended 31 December 2024 in terms of their compliance with the books and documents, as well as with the facts, in which the Supervisory Board made a positive assessment of them. The Supervisory Board bases its assessment on the positive opinion of the independent statutory auditor, the audit firm UHY ECA Audyt spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, presented in the reports on the audit of the financial statements of the Company and the Group for the financial year ended 31 December 2024.
The Supervisory Board supports the Management Board's position and gives a positive opinion on the Management Board's motion recommending that the Company's Ordinary General Meeting adopt a resolution to cover the net loss for 2024 in the amount of PLN 13,842 thousand (thirteen million eight hundred and forty-two thousand zlotys) from future years' profits.
V. ASSESSMENT OF THE COMPANY'S STANDING ON A CONSOLIDATED BASIS, TAKING INTO ACCOUNT THE ADEQUACY AND EFFECTIVENESS OF THE COMPANY'S INTERNAL CONTROL, RISK MANAGEMENT, ENSURING COMPLIANCE WITH STANDARDS OR APPLICABLE PRACTICES AND INTERNAL AUDIT SYSTEMS, IN ACCORDANCE WITH ARTICLE 382 §31 (2) ITEM 2 OF THE COMMERCIAL COMPANIES CODE AND RULE 2.11.3. DPSN 2021
The Supervisory Board exercises oversight over the Management Board's actions regarding risk management in the Company. In the opinion of the Supervisory Board, the key risk management systems developed at the Company are functioning properly.
Due to its small size, the Company does not have a separate internal audit department or compliance function. The Company's internal control system is fulfilled by the Management Board, management, and other employees within the scope of their assigned duties.
Internal control functions are performed through:
Accounting and financial information and processes are audited by a certified auditor;
The Supervisory Board was kept informed by the Management Board of the Company about the Management Board's resolutions and subject matters thereof, the Company's situation, including with regard to its assets, as well as important circumstances in the conduct of the Company's affairs, particularly in the operational, investment and personnel areas, as

well as the progress in implementing the designated directions for the Company's development. The Company's Management Board has been providing the Supervisory Board with information on transactions and other events or circumstances that materially affect or may affect the Company's assets, including its profitability or liquidity. The Supervisory Board was informed by the Company's Management Board about the Company's current situation, as well as about the situation of Medicalgorithmics Capital Group entities. In the opinion of the Supervisory Board, the Company's Management Board has properly fulfilled its disclosure obligations under the provision of Article 3801 of the Polish CCC.
The Supervisory Board positively assesses the manner in which the Management Board prepares and provides the Supervisory Board with information, documents, reports, or explanations requested by the Board concerning the Company, in particular its operations or assets.
During the reporting period covered by the Report, the Supervisory Board did not commission any studies of the Company's operations or assets pursuant to Article 3821 of the Polish CCC.
The Company is subject to disclosure obligations related to the application of a set of corporate governance principles called "Best Practice for GPW Listed Companies 2021".
The Supervisory Board continuously monitors and discusses with the Management Board the manner in which the Company fulfils its information obligations. The Board did not see any irregularities in the Company's fulfilment of its disclosure obligations regarding the application of corporate governance principles and positively evaluates the Company's actions in this regard.
The Company does not engage in sponsorship, charity, or other similar activities. The Supervisory Board does not confirm that the Company has pursued a policy in this respect. In view of the above, neither the Company nor the Group incurred any expenditure on supporting culture, sport, charitable institutions, media, social organizations, trade unions, etc., as referred to in Principle 1.5 of the DPSN 2021.
In 2024, the Supervisory Board focused its work on current matters related to the Company's operations and on the strategy for further development, in particular in connection with the Company's presentation of a new development strategy for 2023-2026 based on the transformation of the business model towards a global supply of the Company's

software and devices for diagnosing heart diseases. On the basis of the materials presented by the Management Board concerning the Company's current operations, in particular with regard to financial results, as well as regular meetings with key employees of the Company, the Supervisory Board assessed the results achieved and the work of the Management Board on an ongoing basis and took an active part in creating strategic decisions.
The organization of the work of the Supervisory Board was correct, and the frequency of meetings and the attendance of individual members of the Supervisory Board indicate a high intensity of work.
The Supervisory Board positively evaluates its work and the work of its committees in 2024.
Chairman of the Supervisory Board – Przemysław Schmidt
Warsaw, May 15th , 2025
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