Medicalgorithmics S.A. — Proxy Solicitation & Information Statement 2026

May 22, 2026

MEDICALgorthmics
INNOVATIVE SOLUTIONS IN MEDICINE

Appendix to the announcement of the Management Board of Medicalgorthmics S.A. with its registered office in Warsaw on convening an Ordinary 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: § 12 sec. 2	2. A power of attorney to participate in the general meeting and to exercise voting rights must be granted in writing under pain of nullity. If the company is a public company, the power of attorney to participate in the general meeting and to exercise voting rights must be granted in writing or in electronic form. Granting a power of attorney in electronic form does not require a secure electronic signature verified by means of a valid qualified certificate.	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.
amendment: § 16	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 not later than fourteen days prior to the scheduled date of the meeting. If the company is a public company, this period shall be twenty-one days. The request should include a justification or a draft resolution concerning the proposed agenda item. The request may be submitted in electronic form.	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.
amendment: § 17 sec. 6	6. The Supervisory Board shall appoint resolutions if at least half of its members are present at the meeting and all members have been invited to the meeting.	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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MEDICALgorithmics
INNOVATIVE SOLUTIONS IN MEDICINE

amendment: § 18 sec. 2	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 shall be held three times in a financial year or more frequently if necessary. A meeting of the Supervisory Board may be convened by means of electronic mail.	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.
addition: § 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.
amendment: § 20 sentence 1	The Supervisory Board of the Company shall exercise ongoing supervision over the Company's activities.	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.

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MEDICALgorithmics
INNOVATIVE SOLUTIONS IN MEDICINE

| amendment: § 20a, addition: sec. 2-3 | The Supervisory Board shall, by way of resolution, appoint, as needed, from among its members, standing or ad hoc teams or committees to perform specific tasks, acting as collective advisory and consultative bodies to the Supervisory Board. The scope and rules of operation of such teams and committees shall be defined in the rules of a given team or committee adopted by the Supervisory Board. | 1. The Supervisory Board shall, by way of resolution, appoint, as needed, from among its members, standing or ad hoc teams or committees to perform specific tasks, acting as collective advisory and consultative bodies to the Supervisory Board. The scope and rules of operation of such teams and committees shall be defined in the rules of a given team or committee adopted by the Supervisory Board.
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 |
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| addition: in § 22 sec. 6-8 | - | 6. 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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MEDICALgorithmics
INNOVATIVE SOLUTIONS IN MEDICINE

| | | 7. 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.

1. 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. |
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