Medicalgorithmics S.A.

Regulatory Filings • Dec 1, 2025

Report Content Subject:Medicalgorithmics S.A. entered into a contract worth USD 5.9 millionwith a North American company for 2,000 Kardiobeat devices and AIsoftware

CurrentReport No: 39 / 2025

Date:December 1, 2025

Legal Basis:Article 17(1) of the MAR Regulation - Confidential Information

MedicalgorithmicsS.A., with its registered office in Warsaw (the "Company"; the"Issuer"), announces that on December 1, 2025 it enteredinto an amended and restated material agreement (the "Agreement")with a new partner from Canada - a provider of diagnostic and laboratoryservices - a subsidiary of a publicly listed global American diagnosticcompany (the "Partner"). The Agreement becomeseffective subject to the Partner's prior assumption of rights andobligations of another Canadian entity under an agreement previouslyconcluded by that entity with the Issuer for the distribution and saleof a cardiac arrhythmia diagnostic system

Theconclusion of the Agreement is an important step in the implementationof the Company's strategy, as outlined inCurrent Report No. 16/2023 dated June 19, 2023. The strategy aims tosignificantly increase the Company's revenue and profitability (takingadvantage of its strong operating leverage)) and generate positive cashflows. In the opinion of the Management Board,the conclusion of the Agreement will contribute to strengthening theCompany's market position, open up new growth opportunities in the NorthAmerican market, and, consequently, have a positive impact on itsfinancial results in the coming periods.

The Agreementcovers the sale of Kardiobeat.ai devices, continuation of the lease ofPocketECG devices, provision of specific services and licensing of theCompany's PocketECG PC Client software for the analysis of ECG signalsfrom the above-mentioned devices and from DMS devices. The value of theremuneration (specified in USD) for the Company's services will dependon the number of ECG sessions analyzed using the Company's software in agiven month at a fixed rate for sessions depending on the length of themonitored ECG test, with a guaranteed minimum monthly payment (in USD).In addition, the Partner has committed to ordering a minimum of 2,000Kardiobeat.ai devices according to the agreed schedule, with delivery byDecember 31, 2026, after making 100% prepayment (the "MinimumOrder"). A detailed delivery schedule agreed by the Parties isspecified in an appendix to the Agreement. The Agreement is concluded onexclusive terms for the Partner in Canada in respect of Kardiobeat.ai(subject to the execution of the Minimum Order).

Thecontractually guaranteed minimum revenues under the Agreement willamount to USD 5,9 million i.e., approximately PLN 21.5 million accordingto the NBP average exchange rate as of 1 December 2025 (3.6383 USD/PLN).

The Agreementshall be valid from the date of conclusion until March 31, 2028 (the "InitialTerm"). After this period, the Agreement will be converted into anagreement for an indefinite period and may be terminated by either partywith 12 months' notice. In addition, the Agreement provides for thepossibility of immediate termination in the event of a material breachby one of the parties, after a prior unsuccessful request to remedy thebreach, and in the event of a force majeure event lasting longer thanthe period specified in the Agreement, only if the Company is unable toprovide any services and does not provide the Partner with a feasiblesolution to provide services under the Agreement within a specifiedperiod.TheAgreement was concluded in accordance with the laws of the State ofDelaware, USA, and contains standard provisions regardingrepresentations and warranties, confidentiality, and indemnification, inline with industry standards. In the event of a breach by the Company ofprovisions relating to cybersecurity or personal data protection, thelimit of liability for damages shall be 2 times the Company'sremuneration for the last 12 months or USD 4 million, whichever isgreater. The limit of liability does not apply in cases of willfulmisconduct or gross negligence.