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Medicalgorithmics S.A.

Pre-Annual General Meeting Information Oct 6, 2025

5705_rns_2025-10-06_2e0b92f0-4abf-45c9-a4fb-bca7c2c20ebf.pdf

Pre-Annual General Meeting Information

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Appendix to the announcement of the Management Board of Medicalgorithmics S.A. with its registered office in Warsaw on convening an Extraordinary General Meeting of the Company

– summary of proposed amendments to the Company's Articles of Association

DRAFT AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF MEDICALGORITHMICS S.A.

Amended or
newly added
editorial unit of
the Articles of
Association:
Current wording of the Articles of Association: Proposed new wording of the Articles of Association:
amendment:
§ 5a ust. 1
1. The conditional share capital of the Company amounts to PLN 29,858.40 (twenty
nine thousand eight hundred and fifty-
eight zlotys forty cents) and is divided into:
Repealed.
a)
not more than 99,528 (ninety-nine thousand five hundred and twenty-eight)
series M ordinary bearer shares with a nominal value of PLN 0.10 (ten cents)
each ("Series M Shares");
b)
not more than 99,528 (ninety-nine thousand five hundred and twenty-eight)
ordinary bearer shares of series N with a nominal value of PLN 0.10 (ten
groszy) each ("Series N Shares");
c)
not more than 99,528 (ninety-nine thousand five hundred and twenty-eight)
ordinary bearer shares of O series with a nominal value of PLN 0.10 (ten
groszy) each ("Series O Shares");
amendment: The purpose of the conditional share capital increase is: Repealed.
§ 5a ust. 2 a)
granting the right to subscribe for Series M Shares to holders of Series A
Subscription Warrants issued by the Company pursuant to Resolution No.

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 The right to subscribe for Series M Shares, Series N Shares and Series O Shares Repealed.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

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

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