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Medicalgorithmics S.A. Capital/Financing Update 2022

Nov 29, 2022

5705_rns_2022-11-29_77baf001-3bcd-4a41-9dd8-0feb957fe6b8.html

Capital/Financing Update

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ManagementBoard of Medicalgorithmics S.A. with its registered office in Warsaw (_quot;Company_quot;),hereby informs that today it has received an information about theregistration on November 29, 2022 by the District Court for the capitalcity Warsaw in Warsaw, 12th Commercial Division of the National CourtRegister, of the amendments to the Company's Articles of Associationmade in connection with the adoption of: (i) Resolution No. 4/10/2022 ofthe Extraordinary General Meeting of the Company of October 28, 2022 onincreasing the Company's share capital by issuing series I, J, K and Lshares, on depriving the existing shareholders of the pre-emptive rightand on offering shares by way of private placement to a specific entityand amending § 5 sec. 1 and 2 of the Articles of Association and (ii)Resolution No. 5/10/2022 of the Extraordinary General Meeting of theCompany of October 28, 2022 on amending the Company's Articles ofAssociation (_quot;Resolutions_quot;).

Pursuantto the Resolutions, § 5 sec. 1 and 2 of the Articles of Association havebeen amended, giving it the following wording

_quot;1.The Company's share capital amounts to PLN 995,276.90 (nine hundred andninety-five thousand two hundred and seventy-six zlotys and ninetygroszy).

2.The Company's share capital consists of 9,952,769 (nine million ninehundred fifty-two thousand seven hundred and sixty-nine) ordinary shareswith a nominal value of PLN 0.10 (ten groszy) each, including:

a)1,747,200 (one million seven hundred forty-seven thousand two hundred)series A bearer shares,b)508,200 (five hundred eight thousand two hundred) series B bearer shares,c)236,926 (two hundred thirty-six thousand nine hundred and twenty-six)series C bearer shares,d)929,600 (nine hundred twenty-nine thousand six hundred) series D bearershares,e)33,600 (thirty-three thousand six hundred) series E bearer shares,f)151,000 (one hundred fifty one thousand) series F bearer shares,g)721,303 (seven hundred twenty one thousand three hundred three) series Gbearer shares,h)648,556 (six hundred forty-eight thousand five hundred and fifty-six)series H bearer shares,i)995,276 (nine hundred ninety five thousand two hundred seventy six)bearer shares series I,j)1,194,331 (one million, one hundred and ninety-four thousand, threehundred and thirty-one) series J registered shares,k)1,433,197 (one million four hundred thirty three thousand one hundredninety seven) registered shares K-series,l)1,353,580 (one million three hundred fifty-three thousand five hundredand eighty) series L registered shares."

Afterthe registration of the share capital increase, the current amount ofthe Company's share capital is PLN 995,276.90, divided into 9,952,769ordinary shares with a nominal value of PLN 0.10 each.

Thetotal number of votes resulting from all issued shares of the Company is9,952,769 votes at the General Meeting of the Company

Inaddition, on the basis of the Resolutions, the following has taken place:

A.an amendment_#160;tothe content of § 5 sec. 4 of the Articles of Association by giving itthe following wording:

_quot;4.The company may issue bearer shares or registered shares. The ManagementBoard of the Company is entitled to change the type of series J, K and Lshares from registered shares to bearer shares in accordance with thegeneral provisions of law."

B. arepeal in whole of § 9 of the Articles of Association;

C.an addition of_#160;anew point in § 20 of the Articles of Association, i.e. point 10a) withthe following wording:

_quot;10a)granting consent for the Company to conclude a contract, othertransaction or several related contracts or other transactions notprovided for in the Company's budget, the total value of which exceedsPLN 2,000,000,_quot;

D.an amendment to the content of § 20 point 15 of the Articles ofAssociation by giving it the following wording:

_quot;15)granting consent to the Management Board for:

a)taking up or purchasing shares or shares in another company or joining apartnership or participating in other entities by the Company or acompany from the Company's capital group (within the meaning ofinternational accounting standards adopted in accordance with Regulation(EC) No. 1606/2002 of the European Parliament and of the Council of ofJuly 19, 2002 on the application of international accounting standards)("Group Company"),b)disposal or encumbrance of shares or stocks of another company,c)purchase or sale of fixed assets of the Company or a Group Company, thevalue of which exceeds 3% of the value of the Company's fixed assets,subject to letter d,d)purchase of financial assets by the Company or a Group company of aninvestment nature, excluding securities guaranteed by the State Treasury,e)incurring by the Company or a Group company loans or credits notprovided for in the annual budget, as well as granting sureties orincurring liabilities by the Company under guarantees, the value ofwhich exceeds 3% of the Company's assets,f)payment of an advance on the dividend,g)granting a commercial proxy,h)conclusion by the Company of an agreement with the underwriter, i.e. theagreement referred to in Art. 433 paragraph 5 of the Code of CommercialCompanies,i)issue of convertible bonds and bonds with pre-emptive rights by theCompany or a Group Company,j)disposal of the Company's enterprise or a Group Company or its organizedpart;k)sale, encumbrance, including the establishment of a license with theright to sublicense or sublicense, or the establishment of an exclusivelicense, of any intellectual or industrial property rights, regardlessof whether they are registered or not, which the Company is entitled touse - excluding licenses granted for to the distributors of theCompany's products and services under distribution agreements concludedby the Company in the ordinary course of the Company's business, but inany case without excluding licenses with the licensee's right to grantfurther licenses or sub-licences, which require the consent of theManagement Board under this point."

Attachedto this current report, the Company provides the consolidated text ofthe Company's Articles of Association, taking into account the changesmade pursuant to the Resolutions.

Detailedlegal basis:§ 5 point 1 of the Regulation of the Minister of Finance of March 29,2018 on current and periodic information provided by issuers ofsecurities and the conditions for recognizing as equivalent informationrequired by the law of a non-member state.