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Medicalgorithmics S.A. Proxy Solicitation & Information Statement 2026

Jun 10, 2026

5705_rns_2026-06-10_e83d8f04-e826-4364-b7c5-efd9f35be383.html

Proxy Solicitation & Information Statement

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Report Content Information on convening the Extraordinary General Meeting ofMedicalgorithmics S.A. together with the content of draft resolutions

Current report no.: 26/2026

Date: June 10, 2026

Legal basis: Article 56 (1) (2) of the Offering Act - current andperiodic information

The Management Board of Medicalgorithmics S.A. with its registeredoffice in Warsaw (the "Company") hereby announces the convening of theExtraordinary General Meeting of the Company to be held on July 15, 2026at 2:00 p.m. at the Company's registered office - in Warsaw, at theoffice premises located at Al. Jerozolimskie 81, 02-001 Warsaw, on the19th floor of the Central Tower building in Warsaw, in accordance withthe announcement attached to this current report.

Attached to this current report, the Company provides the content ofdraft resolutions to be considered at the Extraordinary General Meetingof the Company (the "General Meeting"), together with an attachmentpresenting the proposed amendments to the Articles of Association of theCompany resulting from the contemplated amendment of the Articles ofAssociation (in accordance with draft resolution No. 3/07/2026 attachedto this report). The Management Board informs that the adopted opinionjustifying the complete exclusion of the pre-emptive rights of theexisting shareholders in connection with the planned adoption by theGeneral Meeting of a resolution on the increase of the Company's sharecapital through the issuance of Series P shares, the exclusion ofpre-emptive rights of the existing shareholders and the offering of theshares by way of a private subscription to a specified entity, as wellas the amendment of § 5 sections 1 and 2 of the Articles of Association(the "Share Capital Increase"), has been included in the attachmenttogether with the draft resolution concerning item 5 of the agenda. TheCompany indicates that the adoption of the proposed resolution on theShare Capital Increase is intended to recapitalize the Company andstrengthen its financial structure (the "Management Board Opinion").Detailed justification of the reasons for the Share Capital Increase,including the Company's interest in excluding the shareholders'pre-emptive rights, as well as information on the nature of the ShareCapital Increase and the planned actions related to its implementation,are provided in the attached Management Board Opinion.

Furthermore, with reference to current report No. 24/2026 dated June 8,2026, the Management Board informs that the General Meeting convened forJuly 15, 2026 constitutes a subsequent general meeting within themeaning of Article 431 § 3a of the Commercial Companies Code, convenedfollowing the General Meeting of the Company held on June 8, 2026, atwhich the resolution on the Share Capital Increase was not adopted.Consequently, the resolution on the Share Capital Increase may beadopted regardless of the quorum requirements at the General Meeting.

Full documentation related to the convening of the General Meeting willbe made available on the Company's website at:https://www.medicalgorithmics.pl from the date of its convening.

Attachments to this report:

1. Announcement of the Management Board of Medicalgorithmics S.A. withits registered office in Warsaw on the convening of the ExtraordinaryGeneral Meeting of the Company,

2. Draft resolutions of the Extraordinary General Meeting ofMedicalgorithmics S.A. with its registered office in Warsaw convened forJuly 15, 2026, together with the Management Board Opinion,

3. Summary of the proposed amendments to the Articles of Association ofMedicalgorithmics S.A.

Detailed legal basis: § 20 section 1 items 1) and 2) of the Regulationof the Minister of Finance dated June 6, 2025, on current and periodicinformation provided by issuers of securities and the conditions forrecognizing as equivalent information required by the laws of anon-member state.