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Medicalgorithmics S.A. Remuneration Information 2024

May 16, 2024

5705_rns_2024-05-16_05b49830-6552-4226-bf61-18231a148b49.pdf

Remuneration Information

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REPORT OF THE SUPERVISORY BOARD

MEDICALGORITHMICS S.A.

ON THE REMUNERATION OF THE MEMBERS OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD

FOR THE YEAR 2023

Table of contents
TABLE OF CONTENTS2
1. Introduction3
Composition of the Company's Management Board and Supervisory Board in the financial year 20234
2. The amount of the total remuneration broken down into the components referred to in Article 90d(3)(1) of the Act on Public
Offering and the mutual proportions between these components of
the remuneration
5
2.1. Remuneration of Management Board Members5
2.2. Remuneration of Supervisory Board Members6
3. An explanation of how the total remuneration is in line with the adopted remuneration policy, including how it contributes to the Company's long-term performance
9
3.1. Total remuneration of Management Board Members
9
Fixed remuneration10
Variable remuneration
10
3.2. Total remuneration of Supervisory Board Members11
4. Information on how the performance criteria have been applied12
5. Information on the year-on-year changes in the remuneration of Members of the Management Board and the Supervisory Board, the Company's results and the average remuneration of the
Company's employees who are not Members of the Management Board or the Supervisory Board over the period of at least the last
five financial years, in aggregate, in a manner that allows for
comparison12
6. The amount of remuneration from entities belonging to the same capital group within the meaning of the Accounting Act of 29 September 1994
14
7. Number of financial instruments granted or offered and the main conditions for exercising rights under those instruments, including price and exercise date and their amendments16
8. Information on the exercise of the Company's ability to request reimbursement of variable remuneration components16
9. Information on deviations from the procedure for implementing the remuneration policy and derogations applied in accordance with Article 90f of the Public Offering Act, including an explanation
of the conditions and procedure, and an indication of the elements from which the derogations were applied16

10. Information on the value of cash or non-cash benefits granted to the closest relatives of Members of the Management Board and the Supervisory Board included in the remuneration of
Members of the Management Board and the Supervisory Board
16
11. Explanation of how the report incorporates a resolution or discussion of the general meeting of shareholders relating to the previous remuneration report17

1. Introduction

This report, prepared by the Supervisory Board of Medicalgorithmics S.A. with its registered office in Warsaw (the "Company") pursuant to Article 90g of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (consolidated text: Journal of Laws of 2022, item 2554, as amended, hereinafter referred to as the "Public Offering Act"), presents a comprehensive overview of the remuneration received by members of the Company's Management Board and Supervisory Board or due to them in connection with their function, taking into account the assumptions of the Company's remuneration policy (the "Report"). The report includes information on the remuneration of members of the Management Board and the Supervisory Board for the financial year 2023.

The Remuneration Policy was adopted by Resolution No. 16/08/2020 of 12 August 2020 of the Ordinary General Meeting of Medicalgorithmics S.A. with its registered office in Warsaw on the adoption of the Remuneration Policy for Members of the Management Board and Members of the Supervisory Board of Medicalgorithmics S.A. ("Remuneration Policy"), and then amended by adopting a new Remuneration Policy by Resolution No. 4/12/2023 of 19 December 2023 of the Extraordinary General Meeting Medicalgorithmics S.A. with its registered office in Warsaw on the adoption of the Remuneration Policy for Members of the Management Board and Members of the Supervisory Board of Medicalgorithmics S.A. From the date of entry into force of the Remuneration Policy, the remuneration of Members of the Management Board and Members of the Supervisory Board is determined in accordance with the assumptions of the Remuneration Policy.

In accordance with the Company's Articles of Association and the Remuneration Policy, the remuneration of members of the Management Board is determined by the Supervisory Board of the Company, while the remuneration of members of the Supervisory Board is determined by the General Meeting of Shareholders.

The Company's Supervisory Board includes the Nomination and Remuneration Committee, whose tasks include, among others, giving opinions, preparing, and recommending to the Supervisory Board the principles of remunerating members of the Management Board, as well as periodically reviewing the Remuneration Policy.

Composition of the Company's Management Board and Supervisory Board in the financial year 2023

In the financial year 2023, i.e., in the period from 1 January 2023 to 31 December 2023, the composition of the Management Board was as follows:

01.01.2023 – 31.12.2023

No. Name Function in the Management Board Term of office in
2023
1. Maciej Gamrot Chief Financial Officer 01.01.2023

31.12.2023
2. Jarosław Jerzakowski Member of the Management Board 01.01.2023

31.12.2023
3. Przemysław Tadla Member of the Management Board 01.01.2023 –
31.12.2023

In the financial year 2023, i.e., in the period from 1 January 2023 to 31 December 2023, the composition of the Supervisory Board was as follows:

01.01.2023 – 31.12.2023

No. Name Function in the Super Term of office in 2023
1. Andrzej Gładysz Chairman of the Supervisory Board 01.01.2023 –
31.12.2023
2. Michał Wnorowski Vice-Chairman of the Supervisory Board 01.01.2023

31.12.2023
3. Iwona Zatorska-Pańtak Member of the Supervisory Board 01.01.2023 –
31.01.2023
4. David Cash Member of the Supervisory Board 01.01.2023 –
10.10.2023
5. Anna Sobocka Member of the Supervisory Board 01.01.2023

31.12.2023
6. Sławomir Kościak Member of the Supervisory Board 01.01.2023

31.12.2023
7. Paweł Lewicki Member of the Supervisory Board 01.01.2023

31.12.2023
8. Krzysztof Siemionow Member of the Supervisory Board 01.01.2023 –
31.12.2023

2. The amount of the total remuneration broken down into the components referred to in Article 90d (3)(1) of the Act on Public Offering and the mutual proportions between these components of the remuneration

2.1. Remuneration of Management Board Members

The table presents details of the total remuneration of the Company's Management Board Members, broken down by component, related to the performance of their management functions in the reporting period. The periods of service in the Company's Management Board in the financial year 2023, which determine in particular the amount of remuneration of Management Board Members for appointment in the reporting period, are presented in Table 1 above.

Table 3 Remuneration of Management Board members in 2023

Name and surname, Term2 Fixed remuneration
function Remuneration Remuneration for Non-cash Variable Employee Remuneration from Total Proportion of
specified in an appointment benefits5 remuneration Capital Plans entities from the Remuneration fixed and
employment specified in a Medicalgorithmics variable
contract or a resolution of the Group3 remuneration
management Supervisory Board
contract4
Maciej Gamrot 2023 372 440,00 24 000,00 1 196,535 5 591,85 221 927,72 625
156,10
100/0
Chief Financial Officer
Jarosław Jerzakowski, 2023 360 000,00 24 000,00 2 955,366 21 380,758 4 663,10 221 927,72 634
926,93
95/5
Member
of
the
Management Board
Przemysław
Tadla,
2023 130 440,00 24 000,00 2 822,707 302 497,86 459
760,56
100/0
Member
of
the
Management Board

  1. The values in USD have been converted into PLN at the exchange rate being the arithmetic mean of the mid-exchange rates set by the National Bank of Polish as at the last day of each month of the financial year 2023, amounting to 4.1823 USD/PLN.

  2. The values in the table include remuneration calculated proportionally to the duration of the contract, management contract or appointment to the Management Board in 2023.

    1. The total remuneration received by the Members of the Management Board from the subsidiary Kardiolytics Inc., i.e. by Mr. Maciej Gamrot and Mr. Jarosław Jerzakowski, and with respect to the remuneration of Mr. Przemysław Tadla – the said remuneration includes the remuneration received by RASC sp. z o.o. with its registered office in Warsaw, a company related personally and by capital to Mr. Przemysław Tadla. The remuneration by component is presented in Table 6.
    1. The gross salary does not include a part of the employer's financial contribution to the Social Insurance Institution.
    1. The non-cash benefit includes: employee benefits in the form of medical care, multisport cards and gift cards, lump sum for remote work.
    1. Non-cash benefits include: employee benefits in the form of medical care, multisport cards, gift cards and lunch pass cards, lump sum for remote work.
    1. Non-cash benefits include: employee benefits in the form of medical care, multisport cards and gift cards, lump sum for remote work.
    1. The variable remuneration received by Mr. Jarosław Jerzakowski includes remuneration from the Tax Act. achievement of specific sales targets in 2023.

In addition, in accordance with the provisions of § 3.18 of the Remuneration Policy (after its wording has been amended, in accordance with the provisions of § 5.6 of the Remuneration Policy), the Company insured, at its own expense, the Management Board Members against damages arising as a result of claims arising from liability of members of the company's governing bodies (D&O Liability Insurance).

2.2. Remuneration of Supervisory Board Members

The table presents details of the total remuneration of members of the Company's Supervisory Board related to the performance of their supervisory functions in the reporting period. The periods of service in the Company's Supervisory Board in the financial year 2023, which determine in particular the amount of remuneration of Supervisory Board Members for appointment in the reporting period, are set out in the relevant Table 2 above.

Table 4 Remuneration of members of the Supervisory Board in 2023

Name, function Term1 Fixed remuneration Remuneration
Remuneration
specified in a
contract of
employment or
management
contract
Remuneration for
appointment
determined by a
resolution of the
General Assembly
Assembly
Non-cash
benefits
Variable
remuneration
Employee
Capital Plans
from entities from
the
Medicalgorithmics
Group3
Total
Remuneration
The proportion of
fixed remuneration
and
variable
remuneration
Andrzej Gładysz
Chairman of the
Supervisory Board
2023 160
299,86 2
0,00 160
299,86
100/0
Michał Wnorowski
Vice-Chairman of the
Supervisory Board
2023 143
090,91 3
2146,36 145
237,27
100/0
Iwona Zatorska-Pańtak
Member of the
Supervisory Board
2023 10
000,00
0,00 10
000,00
100/0
David Cash
Member of the
Supervisory Board
2023 111 818,17 0,00 293 000,00 404 818,17 100/0
Anna Sobocka
Member of the
Supervisory Board
2023 120 000,00 0,00 120 000,00 100/0
Sławomir Kościak
Member of the
Supervisory Board
2023 120 000,00 1 800,00 121 800,00 100/0
Paweł Lewicki Member
of the Supervisory Board
2023 96 000,00 0,00 96 000,00 100/0

Krzysztof Siemionow 2023 96 000,00 1 200,00 97 200,00 100/0
Member of the
Supervisory Board
    1. The values in the table include remuneration calculated proportionally to the period of appointment to the Supervisory Board in 2023.
    1. 2 To be paid for 2023 in 2024 PLN 5,500.00 gross.
    1. 3To be paid for 2023 in 2024 PLN 6,000.00 gross.

The amount of the above-mentioned remuneration of the Supervisory Board Members for the appointment was determined as follows:

  • 1) Resolution No. 31/06/2022 of June 30, 2022, of the Ordinary General Meeting of the Company effective from 01.07.2022, according to which:
    • a) Members of the Supervisory Board are entitled to a fixed monthly remuneration in the gross amount of PLN 8,000.00,
    • b) The Chairman of the Supervisory Board is entitled to a fixed monthly remuneration in the gross amount of PLN 9,000.00,
    • c) The Vice-Chairman of the Supervisory Board is entitled to a fixed monthly remuneration in the gross amount of PLN 8,500.00,
    • d) Members of the Supervisory Board who are members of the Audit Committee are entitled to additional remuneration for participation in the Committee in the amount of PLN 2,000.00 gross per month for the Committee Member and PLN 3,000.00 gross per month for the Chairman of the Committee,
    • e) Members of the Supervisory Board who are members of the Nomination and Remuneration Committee are entitled to additional remuneration in the amount of PLN 2,000.00 gross per month for the Committee Member and PLN 3,000.00 gross per month for the Chairman of the Committee,
    • f) The remuneration referred to in items a) e) for the month in which the appointment or dismissal/resignation from membership or performance of functions in the Supervisory Board or the relevant Committee took place is calculated proportionally to the number of days of membership or performance of functions in the body in that month and is paid in arrears by the 10th day of each month for the previous calendar month,
    • g) The Company also covers documented costs incurred in connection with the performance of the functions entrusted to them by the members of the Supervisory Board, including the functions of members of the relevant Committee, and in particular: the costs of travel from the place of residence to the place of holding a meeting of the Supervisory Board or a meeting of the relevant Committee and back, and the costs of accommodation if the meeting of the Supervisory Board or the meeting of the relevant Committee takes place outside the place of residence of the member of the Supervisory Board.

In addition, pursuant to § 5.5 of the Remuneration Policy (after its amendment in accordance with the provisions of § 10.6 of the Remuneration Policy), in 2023 the Company insured the Members of the Supervisory Board at its own expense against damages arising as a result of claims arising from liability of members of the company's governing bodies (D&O Liability Insurance). In 2023, three Members of the Supervisory Board declared that they would be covered by Employee Capital Plans (PPK), as shown in Table 4.

The remuneration accrued for 2023 of Mr. Paweł Lewicki has not been paid.

3. An explanation of how the total remuneration is in line with the adopted remuneration policy, including how it contributes to the Company's long-term performance

3.1. Total remuneration of Management Board Members

The total remuneration of Management Board Members in the reporting period is consistent with the adopted Remuneration Policy and contributes to the Company's long-term results for the following reasons:

  1. reflects the basic assumptions of the Remuneration Policy

The primary objective of the Remuneration Policy is to establish the principles of remunerating Members of the Management Board and Members of the Supervisory Board, which are to contribute to the implementation of the long-term business strategy, interests, and stability of the Company, taking into account the interests of its shareholders. The Company's business strategy is based on the pillars of further business development and increasing its competitive advantage on the market as well as continuous investment in technological development. The implementation of the business strategy, long-term interests and stability of the Company are to be facilitated in particular by the amount, principles and structure of remuneration of Members of the Management Board and Members of the Supervisory Board and taking into account the current financial situation of the Company when awarding them, while ensuring the highest competence and experience of persons performing the functions of Members of the Management Board and Members of the Supervisory Board.

  1. consists of a fixed part and a variable part

Fixed remuneration

In accordance with the provisions of the Remuneration Policy, the legal basis for remunerating Members of the Company's Management Board for entrusting the management of the Company is the legal relationship between the Company and a member of its Management Board, which may take the form of: a) an employment contract, b) a managerial contract for the duration of the function of a Member of the Management Board, or c) appointment to perform a function in the Management Board of the Company for the duration of its performance. Regardless of the legal form of this legal relationship, each Member of the Management Board may receive monetary remuneration consisting of two parts, i.e., a fixed part and a variable part. Fixed remuneration is paid monthly on the remuneration date of the Company's employees in the amount determined by the Supervisory Board by way of a resolution and may be differentiated depending on the function performed in the Company's Management Board and the scope of competence of a given Member of the Management Board.

In accordance with the provisions of the Remuneration Policy, all Members of the Management Board who performed this function in the reporting period received fixed remuneration on the basis of employment contracts and appointed by a resolution of the Supervisory Board to perform functions in the Company's Management Board. In the opinion of the Supervisory Board, the employment contract as the basic form of employment of the Management Board Members increases the stability of the function performed, and thus – in the reporting period – was intended to influence the motivation and commitment of the Management Board Member to the implementation of the business strategy and long-term interests of the Company. When determining the amount of fixed remuneration for individual Management Board Members, the Supervisory Board took into account the scope of duties and competences of a given Management Board Member. The amount of the total fixed remuneration is presented in Table 3.

Variable remuneration

In accordance with the provisions of the Remuneration Policy, the Company's Supervisory Board sets objectives and indicators justifying the granting of variable remuneration to Members of the Management Board and verifies the fulfilment of these criteria before the Company pays variable remuneration. When determining the variable components of the remuneration of Management Board Members, the Supervisory Board takes into account the financial standing of the Company and the entire Medicalgorithmics Group. The Company's Supervisory Board is authorized by the General Meeting to specify the elements of the Remuneration Policy in terms of the description of fixed and variable components of remuneration, as well as bonuses and other cash and non-cash benefits that may be granted to Members of the Management Board and to indicate the criteria for financial and non-financial results regarding variable components of remuneration.

Variable remuneration may be granted by the Company's Supervisory Board in the form of:

(a) bonuses

In accordance with the provisions of the Remuneration Policy, for the purposes of payment of the annual bonus, the Supervisory Board, upon appointment of a Member of the Management Board or by the end of the first quarter of the financial year of the current term of office, determines the individual goal of the Member of the Management Board in relation to the budget approved by the Supervisory Board. In the event of a budget change in extraordinary situations, the Management Board Member's individual objective may be modified, but not more than once in a financial year. An element of an individual objective may be financial ratios, or another indicator designated individually for a Management Board Member by the Supervisory Board.

The Supervisory Board adopted the rules for awarding the annual bonus to the Company's Management Board Members for 2023, detailing the provisions of the Remuneration Policy for the purpose of paying the annual bonus, based on individual objectives set for the Management Board Members in relation to the budget approved by the Supervisory Board. The bonus targets were set by the Supervisory Board individually for each Member of the Management Board in the first quarter of the financial year, in accordance with the provisions of §3.8 of the Remuneration Policy. The bonus will be paid by 31 August 2024 after the approval of the Company's annual financial statements by the Annual General Meeting and after the Supervisory Board confirms that the bonus targets set for a given eligible person have been met. The above resolution of the Supervisory Board will constitute the basis for the payment of an annual bonus to a given person entitled by the Company.

b) remuneration paid in the Company's shares or its equivalent,

In the reporting period, the Management Board Members did not receive any variable remuneration in the form of the Company's shares or its equivalent, and in accordance with the Remuneration Policy, the granting of shares as part of this remuneration requires the prior adoption by the General Meeting of Shareholders of an incentive program for Management Board Members specifying the rules for the implementation of this program.

3.2. Total remuneration of Supervisory Board Members

In accordance with the provisions of the Remuneration Policy, Members of the Supervisory Board are entitled to remuneration for their duties on the Supervisory Board adopted by the General Meeting of the Company for the duration of their performance of this function. Members of the Company's Supervisory Board are entitled to monthly remuneration only in the form of a fixed, lump-sum gross amount. Members of the Supervisory Board are not entitled to variable remuneration, as well as bonuses and other cash and noncash benefits, except for the right to join Employee Capital Plans (PPK) on the basis of mandatory provisions of law.

The establishment of a fixed, lump-sum remuneration for the Members of the Company's Supervisory Board is to guarantee the stable functioning of the Supervisory Board as the Company's supervisory body, where the members of this body, not being directly dependent on the Company's financial result, will exercise due diligence and without unnecessary risks over the current operations of the Company and the activities of the Management Board and its members. In addition, the remuneration of the Company's Supervisory Board Members is determined taking into account the purpose of guaranteeing the independence of the Supervisory Board Members in the performance of their duties. The total remuneration of the Supervisory Board presented in Table 3 fully implements its assumptions and is consistent with the principles of the Remuneration Policy.

4. Information on how the performance criteria have been applied

In the reporting period, i.e., in 2023, the intention of the Supervisory Board was for the Management Board Members to develop performance criteria (KPIs) for 2023.

5. Information on the year-on-year changes in the remuneration of Members of the Management Board and the Supervisory Board, the Company's results and the average remuneration of the Company's employees who are not Members of the Management Board or the Supervisory Board over the period of at least the last five financial years, in aggregate, in a manner that allows for comparison

Table 5 Change in the remuneration of members of the Management Board and the Supervisory Board, the Company's results and the average remuneration of the Company's employees who are not members of the Management Board or the Supervisory Board in the period of 5 financial years

Annual change 2019 v. 2018 2020 v. 2019 2021 v. 2020 2022 v. 2021 2023 v. 2022 2023
Remuneration of a Member of the Management Board

Maciej Gamrot Chief Financial
Officer
Data omitted Data omitted 100% 180%* -58% 403 228,38
Jarosław Jerzakowski Member
of the Management Board
Data omitted Data omitted 100% 61%* -57% 412 999,21
Przemysław Tadla Member of
the Management Board
Data omitted Data omitted - 100% -44%* 157 262,7
Remuneration of a Member of the Supervisory Board
Andrzej Gładysz Chairman of the
Supervisory Board
Data omitted Data omitted 100% 163%* 23% 154 799,86
Michał Wnorowski
Vice-Chairman of the Supervisory
Board
Data omitted Data omitted 6% 23% 14% 137 130,91
Iwona Zatorska-Pańtak Member of
the Supervisory Board
Data omitted Data omitted 0% 100% -92%* 10
000,00
David Cash
Member of the Supervisory Board
Data omitted Data omitted 0% 100% 36% * 111 818,17
Anna Sobocka
Member of the Supervisory Board
Data omitted Data omitted 100% 57% * 27% 120
000,00
Sławomir Kościak
Member of the Supervisory Board
Data omitted Data omitted 0% 100% -6%* 121
800,00
Paweł Lewicki
Member of the Supervisory Board
Data omitted Data omitted 0% 100% -6%* 96
000,00
Krzysztof Siemionow
Member of the Supervisory Board
Data omitted Data omitted 0% 100% 35%* 120 000,00
Results of the Group
Annual change 2019 v. 2018 2020 v. 2019 2021 v. 2020 2022 v. 2021 2023 v. 2022 2023

EBITDA Data omitted Data omitted 125% 290% -87% 2 798 619,13
EPS Data omitted Data omitted 54% -43% 97% -0,06
Free cash flow Data omitted Data omitted -149% 31% 28% -11 137 917,01
Rise/fall of the share price over
the period
Data omitted Data omitted n/d n/d n/d n/d
Average remuneration of employees who are not members of the Management Board or the Supervisory Board in full-time equivalents
Employees of the Company Data omitted Data omitted 26 % -4% 13% 11
026
  1. Values in USD converted into PLN at the exchange rate being the arithmetic mean of the mid-exchange rates set by the National Bank of Polish as at the last day of each month of the financial year 2023 amounting to 4.1823 USD/PLN.

  2. * Values converted proportionally to the time of appointment

6. The amount of remuneration from entities belonging to the same capital group within the meaning of the Accounting Act of 29 September 1994

Members of the Company's Management Board in the reporting period received remuneration from an entity from the Medicalgorithmics Group - Kardiolytics Inc. with its registered office in Chicago, Illinois (USA), including: directly as part of their business activity for the provision of services under concluded contracts (Mr. Maciej Gamrot, Mr. Jarosław Jerzakowski) and indirectly (Mr. Przemysław Tadla) by RASC sp. z o.o. with its registered office in Warsaw ("Rasc"), represented by Mr. Przemysław Tadla – Member of the Management Board of Rasc, being a company related personally and by capital to Mr. Przemysław Tadla, which received remuneration from its subsidiary Kardiolytics Inc. for the provision of consulting services on the basis of a service agreement concluded by this company before the date of appointment of Mr. Przemysław Tadla to the Company's

Management Board, With the exception of the remuneration received from the subsidiary – Kardiolytics Inc., Members of the Company's Management Board did not receive remuneration from other entities belonging to the same capital group as the Company in the reporting period.

The lack of additional remuneration from entities from the Medicalgorithmics Group is in accordance with the Remuneration Policy. Pursuant to § 3.6 of the Remuneration Policy (and after its amendment, pursuant to § 4.9 of the Remuneration Policy), Members of the Company's Management Board do not receive additional remuneration for performing functions in the bodies of other entities of the Medicalgorithmics Group, unless with the consent of the Supervisory Board, and the total remuneration in this respect does not exceed 50% of the annual remuneration of a permanent member of the Management Board. However, this rule does not apply to a Member of the Management Board who, prior to his appointment to the Management Board of the Company, had already held a position in the governing bodies of a company related to Medicalgorithmics S.A.

The Company's Remuneration Policy does not provide for similar rights for Supervisory Board Members. In 2023, no remuneration was granted or paid to the Members of the Company's Supervisory Board from other entities of the Company's capital group.

Table 6 Remuneration of Management Board Members from Medicalgorithmics Group entities in 2023

Name, function Term Remuneration
specified in a
contract of
employment or
Consulting Services
Contract
Fixed remuneration
Additional
remuneration
specified in the
Consultancy Services
Agreement
Non-cash
benefits2
Other cash benefits3 Variable
remuneration
Total
Remuneration
The proportion of
fixed remuneration
and
Variable
Maciej Gamrot
Chief
Financial Officer
2023 63 000,00 158 927,7 221 927,72 100/0
Jarosław Jerzakowski
Member of the
Management Board
2023 63 000,00 158 927,7 221 927,72 100/0

Przemysław Tadla 2023 299 575,04 2 922,82 2922,82 302 497,86 99/1
Member of the
Management Board
  1. The values in USD have been converted into PLN at the exchange rate being the arithmetic mean of the mid-exchange rates set by the National Bank of Polish as at the last day of each month of the financial year 2023, amounting to 4.1823 USD/PLN.

7. Number of financial instruments granted or offered and the main conditions for exercising rights under those instruments, including price and exercise date and their amendments

In 2023, the Company's Management Board and Supervisory Board Members were not granted or offered any financial instruments as remuneration.

8. Information on the exercise of the Company's ability to request reimbursement of variable remuneration components

The Company's Remuneration Policy does not provide for a mechanism for the Company to demand reimbursement of variable remuneration components.

9. Information on deviations from the procedure for implementing the remuneration policy and derogations applied in accordance with Article 90f of the Public Offering Act, including an explanation of the conditions and procedure, and an indication of the elements from which the derogations were applied

Pursuant to § 3.22 of the Remuneration Policy (and after the amendment of its wording, in accordance with § 13.1-4 of the Remuneration Policy), a temporary waiver of its application is permissible on the basis of a resolution of the Company's Supervisory Board in the event of a threat to the Company's financial stability and the inability to guarantee its profitability, resulting from the failure to meet the budget assumptions in a significant part. Waiver of the Remuneration Policy may not be adopted once for a period longer than three financial years. So far, the Supervisory Board has not adopted the above-mentioned resolution regarding the withdrawal.

10. Information on the value of cash or non-cash benefits granted to the closest relatives of Members of the Management Board and the Supervisory Board included in the remuneration of Members of the Management Board and the Supervisory Board

The Company's Remuneration Policy does not provide for granting cash or non-cash benefits to the closest relatives of the Members of the Management Board or the Supervisory Board as part of the remuneration of Members of the Management Board and the Supervisory Board.

11. Explanation of how the report incorporates a resolution or discussion of the general meeting of shareholders relating to the previous remuneration report

The Annual General Meeting of the Company of June 30, 2023, at which the report on the remuneration of Members of the Management Board and Supervisory Board of the Company for 2022 was presented, taking into account Article 90g(7) of the Public Offering Act, provided for a discussion on the report as part of the agenda. The General Meeting did not submit any comments to the report.

Members of the Supervisory Board:

Andrzej Gładysz Michał Wnorowski Anna Sobocka Sławomir Kościak Paweł
Lewicki
Krzysztof
Siemionow

Warsaw, May 13, 2024