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Medicalgorithmics S.A.

Pre-Annual General Meeting Information Oct 6, 2025

5705_rns_2025-10-06_3db78f83-c0fa-4354-91ee-259374d2d1f1.pdf

Pre-Annual General Meeting Information

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ANNOUNCEMENT OF THE MANAGEMENT BOARD OF MEDICALGORITHMICS S.A. WITH ITS REGISTERED OFFICE IN WARSAW ON CONVENING THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY

The Management Board of Medicalgorithmics S.A. with its registered office in Warsaw, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for the capital city of Warsaw in Warsaw, XII Commercial Division of the National Court Register, under KRS number: 0000372848, NIP: 5213361457, REGON: 140186973, with share capital in the amount of: PLN 995,276.90, paid in full (the "Company'), acting pursuant to Article 399 § 1 and Article 398 of the Commercial Companies Code, and pursuant to § 11 section 2 of the Company's Articles of Association, hereby convenes an Extraordinary General Meeting of Medicalgorithmics S.A. with its registered office in Warsaw.

At the same time, pursuant to Article 4022 of the Commercial Companies Code, the Management Board of the Company informs:

I. Date, time and place of the Extraordinary General Meeting of the Company and a detailed agenda.

The Extraordinary General Meeting of Medicalgorithmics S.A. with its registered office in Warsaw will be held on November 3, 2025, at 2:00 p.m. at the Company's registered seat – in Warsaw, at the office premises at Al. Jerozolimskie 81, 02-001 Warsaw, on the 18th floor of the Central Tower building in Warsaw.

The detailed agenda of the Extraordinary General Meeting includes:

    1. Opening of the General Meeting;
    1. Election of the Chairperson of the General Meeting;
    1. Ascertaining that the General Meeting has been duly convened and is capable of adopting resolutions;
    1. Adoption of the agenda of the General Meeting;
    1. Adoption of a resolution on determining the number of Members of the Company's Supervisory Board;
    1. Adoption of a resolution on appointing a Member of the Company's Supervisory Board;
    1. Adoption of a resolution on the termination of the Incentive Program for the financial years 2024 2026, repeal of the relevant resolutions of the General Meeting and amendment of the Company's Articles of Association;
    1. Adoption of a resolution on the introduction of an Incentive Program in the Company, a conditional increase in the Company's share capital and the issue of subscription warrants, excluding in full the pre-emptive rights of shareholders in relation to subscription warrants and shares issued as part of the conditional capital, and amendments to the Articles of Association, dematerialization and applying for admission and introduction of shares issued under the conditional capital to trading on the regulated market operated by the Warsaw Stock Exchange;
    1. Decision by the General Meeting on the use of reserve capital;
    1. Closing of the General Meeting.

II. The date of registration of participation and the right to participate in the Extraordinary General Meeting of the Company.

According to Article 4061 § 1 of the Commercial Companies Code: "Only persons who are shareholders of the company as of sixteen days prior to the date of the general meeting (the date of registration of attendance at the general meeting) have the right to participate in the general meeting of a public company.".

The Management Board of the Company announces that, pursuant to Article 4061 § 1 of the Commercial Companies Code, the registration date for participation in the Extraordinary General Meeting is October 18, 2025. Only persons who are Shareholders of the Company on October 18, 2025, have the right to participate in the Extraordinary General Meeting of the Company.

Each Shareholder of the Company who intends to participate in the Extraordinary General Meeting of the Company should request the entity maintaining the securities account to issue a registered certificate of the right to participate in the General Meeting. The request referred to in the preceding sentence should be addressed to the entity maintaining the securities account no earlier than after the announcement of the convening of the Extraordinary General Meeting and no later than on the first business day after the date of registration of participation in the Extraordinary General Meeting, that is, no later than October 19, 2025. The certificate should contain all the information referred to in Article 4063 § 1 of the Commercial Companies Code.

The list of Shareholders entitled to participate in the Extraordinary General Meeting signed by the Management Board will be available for inspection at the headquarters of the Company's Management Board at the following address: Al. Jerozolimskie 81, Central Tower building, floor 18th, 02-001 Warsaw for three business days preceding the date of the Extraordinary General Meeting (i.e. on October 29, 30 and 31, 2025) and at the place and during the session of the Extraordinary General Meeting.

A Shareholder of the Company may also request that the list of Shareholders be sent free of charge to the e-mail address indicated by the Shareholder for this purpose.

A shareholder who is a natural person attending the Extraordinary General Meeting of Shareholders should have a document confirming their identity. A Shareholder, who is not a natural person, may participate in the General Meeting and exercise voting rights through a person authorized to make statements of intent on his behalf in accordance with the rules of representation or through an attorney. The right to represent a Shareholder who is not a natural person should be evident from a copy of the appropriate register for the Shareholder (submitted in the original or a notarized copy) or a power of attorney or a sequence of powers of attorney and copies of the appropriate register presented at the preparation of the attendance list. Persons representing a Shareholder who is not a natural person should have at the General Meeting documents confirming their identity. Persons entitled to attend the General Meeting are requested to register and collect their voting cards or devices directly in front of the meeting room 20 minutes before the start of the meeting.

III. Description of procedures for participation in the Extraordinary General Meeting of the Company and exercise of voting rights.

1. Information on a Shareholder's entitlement to demand specific matters to be included on the General Meeting agenda.

The Company's Management Board informs that a Shareholder or Shareholders representing at least one-twentieth of the Company's share capital may demand that certain matters be placed on the agenda of the Extraordinary General Meeting. Such request should be submitted to the Company's Management Board no later than 21 days before the date of the Extraordinary General Meeting, i.e. by October 13, 2025. The request of the Shareholder or Shareholders referred to in the preceding sentence should include a justification or a draft resolution regarding the proposed agenda item. The request may be submitted in writing (i.e., delivered in person with proof of submission or sent to the Company with proof of mailing and proof of receipt) to the following address: Medicalgorithmics S.A., Al. Jerozolimskie 81, 02-001 Warsaw or in an electronic format (e-mail) by sending an electronic message to the following e-mail address: [email protected].

The proper date of receipt of the request referred to above is evidenced by the date of delivery of the request to the Company's address indicated above. In the case of submission of the aforementioned request in electronic form, the proper date of receipt is evidenced by the date of posting of the request in the Company's electronic mail system (the date of receipt on the Company's incoming mail server).

The Management Board of the Company shall promptly, but no later than eighteen days prior to the date of the convened General Meeting, i.e., by October 16, 2025, announce amendments to the agenda made at the request of Shareholders. Announcement of any changes will be made by announcement made on the Company's website at: https://www.medicalgorithmics.pl/inwestorzy/walnezgromadzenia/ and in the manner specified for the transmission of current information in accordance with the provisions of the Act on Public Offering and the Conditions for Introducing Financial Instruments to the Organized Trading System and on Public Companies.

The above request may be submitted by means of a duly completed and signed form entitled "Request for the inclusion of an item on the agenda of the Medicalgorithmics S.A. EGM", published on the Company's website in Polish in the following section: Inwestorzy/Zarządzanie korporacyjne/Walne Zgromadzenia, with the requirement that if electronic form is used, the form and any attached documents must be sent as scans in PDF format. A Shareholder or Shareholders demanding that specific items be placed on the agenda must present, together with the demand, documents confirming their identity and authorization to demand that specific items be placed on the agenda of the General Meeting, in particular:

  • 1) a deposit certificate issued by the entity maintaining a securities account in accordance with the provisions of the Act on trading in financial instruments, confirming that its addressee is a Shareholder of the Company and holds the appropriate number of shares as on the day of submitting the demand;
  • 2) in the case of a Shareholder who is a natural person a copy of the identity card, passport or other official document confirming identity;
  • 3) in the case of a Shareholder other than a natural person a copy of a current excerpt from the relevant register or another document confirming authorization to represent the Shareholder;
  • 4) for submission of the demand by proxy a copy of the power of attorney signed by the Shareholder or persons authorized to represent the Shareholder and a copy of the identity card, passport or another official document confirming the identity of the proxy, or if the proxy is other than a natural person – copy of an excerpt from the relevant register confirming the authorization of the natural person (natural persons) to act on behalf of the proxy and a copy of the identity card or passport or another official document confirming the identity of the natural person (natural persons) authorized to act on behalf of the proxy.

The obligation to attach the documents referred to above applies to Shareholders making the demand both in written and electronic form. Documents should be attached in the form appropriate to the form of the demand (a paper document or a scan thereof and in PDF format). The Company may take appropriate actions to identify the Shareholder or Shareholders and verify the documents sent.

Any risk related to the Shareholder's use of electronic mail transmission devices shall be borne by the Shareholder.

2. Information on the Shareholder's entitlement to submit draft resolutions concerning matters on the agenda of the General Meeting or matters to be included on the agenda before the General Meeting date.

The Management Board informs that a Shareholder or Shareholders of the Company representing at least one-twentieth of the Company's share capital may, prior to the date of the Extraordinary General Meeting of Shareholders, submit to the Company in writing (i.e. deliver in person against a receipt of submission or send to the Company against a receipt of dispatch and confirmation of receipt) to the address: Medicalgorithmics S.A., Al. Jerozolimskie 81, 02-001 Warsaw, or using electronic means of communication to the email address: [email protected] – draft resolutions concerning matters introduced into the agenda of the Extraordinary General Meeting or matters to be introduced into the agenda. The Company shall immediately announce the draft resolutions on the Company's website maintained at the address: [email protected] – drafts of resolutions regarding matters on the agenda of the Extraordinary General Meeting of Shareholders or matters to be added to the agenda. The Company shall immediately announce the draft resolutions on the Company's website maintained at: https://www.medicalgorithmics.pl/inwestorzy/walnezgromadzenia/.

The proper date of receipt of the request referred to above is evidenced by the date of delivery of the request to the Company's address indicated above. In the case of submission of the aforementioned request in electronic form, the proper date of receipt is evidenced by the date of posting of the request in the Company's electronic mail system (the date of receipt on the Company's incoming mail server).

Submission of draft resolutions may be made by a Shareholder using a properly completed and signed form entitled "Submission of a draft resolution pertaining to a matter added to the agenda of the EGM of Medicalgorithmics S.A." published on the Company's website in Polish in the following section: Inwestorzy/Zarządzanie korporacyjne/Walne Zgromadzenia, although if electronic communication is used, it is required to send the form and any attached documents as scans in PDF format. A Shareholder or Shareholders submitting

  • 1) a deposit certificate issued by the entity which maintains the securities account in accordance with the provisions of the Act on trading in financial instruments, confirming that its addressee is a Shareholder of the Company and holds the appropriate number of shares as on the day of submitting the demand;
  • 2) in the case of a Shareholder who is a natural person a copy of the identity card, passport or other official document confirming identity;
  • 3) in the case of a Shareholder other than a natural person a copy of a current excerpt from the relevant register or another document confirming authorization to represent the Shareholder;
  • 4) for submission of the demand by proxy a copy of the power of attorney signed by the Shareholder or persons authorized to represent the Shareholder and a copy of the identity card, passport or another official document confirming the identity of the proxy, or if the proxy is other than a natural person – copy of an excerpt from the relevant register confirming the authorization of the natural person (natural persons) to act on behalf of the proxy and a copy of the identity card or passport or another official document confirming the identity of the natural person (natural persons) authorized to act on behalf of the proxy.

The obligation to attach the documents referred to above applies to the Shareholders submitting the request in both written and electronic form. The documents should be attached in the form appropriate to the form of the request (a paper document or its scan in PDF format). The Company may take appropriate actions to identify the Shareholder or Shareholders and verify the documents sent.

Any risk related to the Shareholder's use of electronic mail transmission devices shall be borne by the Shareholder.

3. Information on a Shareholder's entitlement to submit draft resolutions concerning matters on the agenda during the General Meeting.

Pursuant to Article 401 § 5 of the Commercial Companies Code, each Shareholder may, during the Extraordinary General Meeting, propose draft resolutions concerning matters included in the agenda.

A Shareholder has the right to propose amendments and additions to draft resolutions on the agenda of the Extraordinary General Meeting until the Chairperson of the General Meeting closes the discussion of the agenda item covering the draft resolution to which the proposal relates.

4. Information on the manner for exercising voting rights by proxy and in particular on the forms used during voting by proxy and the manner for informing the Company using means of electronic communication on establishing a proxy.

The Management Board informs that each Shareholder of the Company may participate in the Extraordinary General Meeting and exercise voting rights in person or by proxy. The proxy at the Extraordinary General Meeting should have a document confirming his identity. A proxy who is not a natural person may attend the Extraordinary General Meeting of Shareholders and exercise voting rights through a person authorized to make statements of intent on his behalf. The right to represent a proxy who is not a natural person should be evident from the copy from the relevant register for the proxy (submitted in the original or a copy certified by a notary public) presented at the preparation of the attendance list. The person granting the power of attorney on behalf of a Shareholder who is not a natural person should be disclosed in a current copy from the competent register for the Shareholder, or his/her appointment as a representative of a Shareholder who is not a natural person should result from a resolution of the competent body of that Shareholder authorizing him/her to act. This resolution must be presented in the original or a copy certified by a notary public.

A proxy exercises all the rights of a Shareholder at the General Meeting, unless otherwise stated in the proxy. A proxy may also grant a further power of attorney if this is apparent from the wording of the power of attorney. A proxy may represent more than one Shareholder and vote differently on each Shareholder's shares.

Any Shareholder of the Company holding shares recorded in more than one securities account may appoint separate proxies to exercise rights from shares recorded in each account.

The power of attorney to attend the Company's Extraordinary General Meeting and to exercise voting rights must be granted in writing or in electronic form. The granting of the power of attorney in electronic form does not require a qualified electronic signature. A power of attorney drawn up in a foreign language, except for English, should be translated into Polish by a sworn translator. A power of attorney not translated into Polish by a sworn translator has no legal effect.

A form containing a template proxy entitled "Power of attorney for the Extraordinary General Meeting of Medicalgorithmics S.A." shall be published on the Company's website in Polish in the following section: Inwestorzy/Zarządzanie korporacyjne/Walne Zgromadzenia.

Granting a power of attorney in an electronic format should be communicated to the Company using means of electronic communication by an e-mail sent to [email protected] so as to facilitate effective verification of the validity of the power of attorney. For this purpose, the power of attorney sent electronically to the Company should be provided as a scan in PDF format. Information on granting a power of attorney should include the exact designation of the proxy and principal (and for natural persons it should include the name, surname, PESEL number or series and number of identity card or number of passport or any other official identity document and telephone or e-mail address, and for other persons: company (name), registered address, KRS or tax identification number and telephone number or e-mail address). Information on granting the power of attorney should also specify the scope of the power of attorney, i.e., indicate the number of shares from which the voting right will be exercised and the name of the Company.

Once the power of attorney has been granted in electronic form, the Shareholder should promptly deliver to the Company (i.e. deliver personally subject to a submission receipt or send to the Company with confirmation of sending and receipt) to the address: Al. Jerozolimskie 81, 02-001 Warsaw, or using electronic means of communication sent by sending an electronic message to the following e-mail address: [email protected]) copies of documents confirming the Shareholder's identity (scan in PDF format), in particular:

  • 1) in the case of a Shareholder who is a natural person a copy of the identity card, passport or other official document confirming identity,
  • 2) in the case of a shareholder other than a natural person a copy of a current excerpt from the relevant register or another document confirming authorization to represent the Shareholder and (if applicable) a series of powers of attorney.

Granting power of attorney in electronic form must be performed at the latest 3 days before the opening date of the Extraordinary General Meeting, i.e., by October 31, 2025, due to the need to carry out verification. The Company shall take appropriate action to identify the Shareholder and proxy in order to verify the validity of the power of attorney granted in electronic form. This verification may particularly involve a return question, in electronic form or by phone, to the Shareholder or proxy in order to confirm that the power of attorney has been granted, as well as its scope.

A proxy who has been granted power of attorney in electronic format should submit to the Company, while the General Meeting's attendance list is being drawn up, a document confirming granting of the power of attorney and a document allowing identification of the proxy.

A template form enabling exercise of voting rights by proxy, containing the data specified in Article 4023 § 3 of the Commercial Companies Code, entitled "Form enabling exercise of voting rights by proxy at the Extraordinary General Meeting of Medicalgorithmics S.A." shall be published on the Company's website in Polish in the following section: Inwestorzy/Zarządzanie korporacyjne/Walne Zgromadzenia.

If the proxy votes using the above form, he or she must deliver it to the Chairperson of the General Meeting no later than before the conclusion of voting on the resolution for which the form is to be used to vote according to the Shareholder's instruction.

A person granting power of attorney on behalf of a Shareholder other than a natural person should be disclosed in the current extract form the register appropriate for the given Shareholder, or its appointment as a representative of a non-natural person Shareholder should result from a resolution of a competent corporate body of that Shareholder authorizing him or her to act. The said resolution should be presented as an original or as a copy certified to be a true copy of the original by a notary.

Any risk related to the exercise of voting rights by proxy shall be borne by the Shareholder.

5. The possibility and manner of participation in the Extraordinary General Meeting by means of electronic communication. The manner of speaking at the Extraordinary General Meeting by means of electronic communication. The manner of exercising voting rights by correspondence or using electronic communication means. Risk of participation.

The Management Board of the Company informs that participation in the Extraordinary General Meeting will be possible by means of electronic communication, which includes:

  • a) real-time transmission of the General Meeting,
  • b) two-way communication in real time, enabling the Shareholders to express themselves during the General Meeting,
  • c) exercising voting rights in person or by proxy.

Participation in the Extraordinary General Meeting will be possible through an online platform for exercising voting rights in person or by proxy and an online video conferencing platform for real-time two-way communication.

A Shareholder, no later than October 20, 2025, should send to the Company at e-mail address: [email protected], a completed and signed statement by the Shareholder, scanned to PDF format, of the Shareholder's intention to participate in the General Meeting held by means of electronic communication, prepared in accordance with the template set forth in Appendix 1 to the Regulations for Participation in the General Meeting of the Company by Means of Electronic Communication (the "e-GM Regulations"). The statement and accompanying documentation should meet the requirements provided for in § 4 items. 3 - 7 of the e-GM Regulations.

After positive verification of the Shareholder's or proxy's rights in accordance with the rules of the e-GM Regulations, the Shareholder will receive from the Company to the e-mail address from which the above-mentioned declaration was sent, the name of the online platform as well as login instructions and system technical requirements to be met. In the e-mail communication with Shareholders, the Company will also indicate the date on which it will be possible to test the operation of the above e-voting system. The Company is not liable in the event of technical problems on the Shareholder side related to e-mail or other failures beyond the Company's control, if for these reasons the Shareholder did not receive instructions to the system.

The Company has no established Rules of Procedure for the General Meeting, which provide for the possibility of casting votes by correspondence.

6. The Shareholder's right to ask questions on the matters placed on the agenda of the Extraordinary General Meeting.

During the Extraordinary General Meeting, the Shareholder has the right to ask questions regarding matters on the agenda of the General Meeting. Pursuant to Article 428 § 1 of the Commercial Companies Code, the Management Board is obliged to provide the Shareholder, upon request, with information regarding the Company, if it is justified for the assessment of the matter included in the agenda.

IV. Possibility of obtaining information on the Extraordinary General Meeting.

All documentation to be presented to the Extraordinary General Meeting, draft resolutions of the Extraordinary General Meeting and all information regarding the Extraordinary General Meeting convened for November 3, 2025 shall be published on the Company's

website at: http://www.medicalgorithmics.pl/ in Polish in the following section: Inwestorzy/Zarządzanie korporacyjne/Walne Zgromadzenia, as of the date of announcing the Extraordinary Meeting.

V. Indication of the address of the website where information on the Extraordinary General Meeting will be made available.

All information concerning the Extraordinary General Meeting and the forms are made available on the Company's website: http://www.medicalgorithmics.pl/ in Polish in the following section: Inwestorzy/Zarządzanie korporacyjne/Walne Zgromadzenia.

VI. Information on the total number of shares in the Company and the number of votes from these shares as of the date of the announcement of the Extraordinary General Meeting.

As at the date of announcement of the Extraordinary General Meeting, the total number of shares in the Company is 9,952,769, including: 8,599,189 bearer shares of series: A, B, C, D, E, F, G, H, I, J, K, and 1,353,580 registered shares of series L, and the total number of votes attached to these shares is 9,952,769 votes, including: 8,599,189 votes attached to bearer shares of series: A, B, C, D, E, F, G, H, I, J, K and 1,353,580 votes from registered shares of series L.

VII. Personal data.

The administrator of the personal data of Shareholders and their representatives and proxies is Medicalgorithmics S.A. with its registered office at Al. Jerozolimskie 81, 02-001 Warsaw (the "Company"). The Company has appointed a Data Protection Officer who can be contacted at the following e-mail address: [email protected] or by writing to the address stated above, with the annotation "Data Protection Officer".

The Company receives personal data of Shareholders included in the list of Shareholders entitled to attend the General Meeting from KDPW. The Company receives the personal data of representatives and proxies from Shareholders or proxies or directly from the data subjects.

The provision of data by KDPW derives from the provisions of law. Provision of personal data by the representatives or the proxies is a prerequisite for the Shareholder being represented at the General Meeting and failure to provide such data shall prevent the representative or the proxy from being allowed to participate in the General Meeting.

Data will be processed for purposes related to the implementation of the law (legal basis: fulfillment of a legal obligation incumbent on the administrator). Data will be retained for the duration of the Company's existence.

The Company informs about the surveillance cameras placed at the entrance/exit of the Company's registered office, i.e. the place where the General Meeting is held. Surveillance recordings are processed solely for the purpose of ensuring the safety of employees, protection of property and maintaining the secrecy of information, the disclosure of which could expose the Company to harm (legal basis: legitimate interest of the administrator). Surveillance recordings are stored for a period of 90 days after recording. In the event that the data will constitute evidence in proceedings under the law, or the Company becomes aware that it may constitute evidence in the proceedings, the time limits specified above will be extended until the proceedings are legally concluded.

Every data subject has the right to request access to their personal data, rectification, removal, restriction of processing and portability of such data, as well as to lodge a complaint with the supervisory authority (the President of the Office for Personal Data Protection). Furthermore, every data subject has the right to object to the processing of his or her personal data based on the administrator's legitimate interest. In addition, each person has the right to object to the processing of their personal data on the basis of a legitimate interest of the administrator.

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