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Medicalgorithmics S.A.

Remuneration Information May 22, 2025

5705_rns_2025-05-22_2e6e3e71-0795-4238-a579-0ad8175065f2.pdf

Remuneration Information

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REPORT OF THE SUPERVISORY BOARD

MEDICALGORITHMICS S.A.

ON REMUNERATION OF MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD

FOR 2024

Medicalgorithmics S.A. Warsaw 02-001, Al. Jerozolimskie 81, Poland Phone +4822 825 1249Email [email protected]

TABLE OF CONTENTS

1. Introduction 3
Composition of the Management Board and Supervisory Board of the Company in the financial year 2024
4
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 Members
5
2.2. Remuneration of Supervisory Board Members 7
3. An explanation of how the total remuneration is consistent with the adopted remuneration policy, including how it contributes to the achievement of the Company's long-term results 9
3.1. Total remuneration of Management Board Members
9
Fixed remuneration
10
Variable remuneration 11
3.2. Total remuneration of Supervisory Board Members
15
4. Information on how the performance criteria have been applied 15
5. Information on the change, on an annual basis, 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 at least the last five financial years, on a total basis, in a manner that allows for
comparison
16
6. Amount of remuneration from entities belonging to the same capital group within the meaning of the Accounting Act of 29 September 1994
18
7. Number of financial instruments granted or offered and the main terms and conditions for exercising the rights attached to
those instruments, including price, exercise date and their changes19
8. Information on the use of the Company's option to request the return of variable remuneration components 19
9. Information on deviations from the procedure for implementing the remuneration policy and derogations applied in accordance with Article 90f of the Act on Public Offering, including an explanation of
the premises and procedure, and an indication of the elements from which the derogations were applied
19

10. Information on the value of cash or non-cash benefits included in the remuneration of Members of the Management Board and the Supervisory Board, granted to the closest relatives of Members of
the Management Board and the Supervisory Board 20
11. Explanation of how the resolution or discussion of the general meeting of shareholders relating to the previous remuneration statement was included in the report
20

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 Organised Trading, and Public Companies (consolidated text. Journal of Laws of 2024, item 620, as amended, hereinafter referred to as the "Act on Public Offering"), presents a comprehensive overview of the remuneration received by members of the Management Board and the Supervisory Board of the Company or due to them in connection with their function, taking into account the assumptions of the remuneration policy in force at the Company (the "Report"). The report includes information on the remuneration of members of the Management Board and the Supervisory Board for the financial year 2024.

The current remuneration policy was adopted by Resolution No. 4/12/2023 of 19 December 2023 of the Extraordinary 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. (the "Remuneration Policy"), and then amended by introducing changes to the adopted Remuneration Policy by Resolution No. 18/06/2024 of 12 June 2024 of the Annual General Meeting of the General Meeting of Medicalgorithmics S.A. with its registered office in Warsaw on amending 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 Management Board members is determined by the Company's Supervisory Board, while the remuneration of Supervisory Board members is determined by the General Meeting of Shareholders.

The Nomination and Remuneration Committee operates within the Company's Supervisory Board, 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 periodic review of the Remuneration Policy.

Medicalgorithmics S.A. Warsaw 02-001, Al. Jerozolimskie 81, Poland Phone +4822 825 1249Email [email protected]

Composition of the Management Board and Supervisory Board of the Company in the financial year 2024

In the financial year 2024, i.e. in the period from 1 January 2024 to 31 December 2024, the composition of the Management Board was as follows:

Table 1 Composition of the Management Board in the financial year 2024

Lp. Name and surname Function on the Board Term of office in 2024
1. Maciej Gamrot Member of the Management Board for Finance 01.01.2024 –
31.12.2024
2. Jarosław Jerzakowski Member of the Management Board 01.01.2024 –
31.12.2024
3. Przemysław Tadla Member of the Management Board 01.01.2024 –
31.12.2024

In the financial year 2024, i.e. in the period from 1 January 2024 to 31 December 2024, the composition of the Supervisory Board was as follows:

Table 2 Composition of the Supervisory Board in the financial year 2024

Lp. Name and surname Function in the Supervisory Board Term of office in 2024
1. Andrzej Gładysz Chairman of the Supervisory Board 01.01.2024 –
12.06.2024
2. Przemysław Schmidt Chairman of the Supervisory Board 12.06.2024 –
31.12.2024
3. Michał Wnorowski Deputy Chairman of the Supervisory Board 01.01.2024 –
31.12.2024
4. Marzena Piszczek Member of the Supervisory Board 12.06.2024 –
31.12.2024
5. Anna Sobocka Member of the Supervisory Board 01.01.2024 –
12.06.2024
6. Sławomir Kościak Member of the Supervisory Board 01.01.2024 –
12.06.2024
7. Paweł Lewicki Member of the Supervisory Board 01.01.2024 –
31.12.2024

Medicalgorithmics S.A. Warsaw 02-001, Al. Jerozolimskie 81, Poland Phone +4822 825 1249Email [email protected]

Entered into the register of entrepreneurs of the National Court Register kept by the

by the District Court for the m.st of Warsaw in Warsaw, XII Commercial Division of the National Court Register, under the KRS number: 0000372848, share capital paid in full: PLN 995,276.90,

8. Krzysztof Siemionow Member of the Supervisory Board 01.01.2024 –
31.12.2024

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 Management Board Members of the Company, 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 2024, which in particular determine 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 2024

Data in PLN

Name, function
Period1
Fixed remuneration
Remuneration
specified in an
employment contract
or managerial
contract3
Remuneration for
appointment
specified in a
resolution of the
Supervisory Board
Benefits in
kind4
Variable
remuneration for
appointment5
Employee
Capital Plans
Remuneration from
entities from the
Medicalgorithmics
Group2
Total
Compensation
Proportion of
fixed and
variable
remuneration
Maciej Gamrot 2024 170
440,00
24 000,00 792,48 290
085,74
2398,80 394
000,00
881
717,02
67/33
Member
of
the
Management
Board
for
Financial

Medicalgorithmics S.A. Warsaw 02-001, Al. Jerozolimskie 81, Poland Phone +4822 825 1249Email [email protected]

Entered into the register of entrepreneurs of the National Court Register kept by the

by the District Court for the m.st of Warsaw in Warsaw, XII Commercial Division of the National Court Register, under the KRS number: 0000372848, share capital paid in full: PLN 995,276.90, NIP: 5213361457

Jarosław Jerzakowski 2024 163
000,00
24 000,00 1967,59 290
085,74
2295,75 399
700,00
881
049,08
67/33
Member
of
the
Management Board
Przemysław Tadla 2024 130 440,00 24 000,00 578,22 230
000,00
434
000,00
819
018,22
72/28
Member
of
the
Management Board
  1. The values in the table include remuneration calculated in proportion to the duration of the contract, management contract or appointment to the Management Board in 2024.

  2. Total remuneration received by the Management Board Members from subsidiaries – (i) in relation to the remuneration of Mr. Maciej Gamrot from the following companies: Kardiolytics Inc., Medicalgorithmics US Holding Corporation, (ii) in relation to the remuneration of Mr. Jarosław Jerzakowski from the following companies: Kardiolytics Inc., Medicalgorithmics US Holding Corporation, as well as from Medicalgorithmics Polska spółka z o.o., (iii) and in relation to the remuneration of Mr. Przemysław Tadla from Kardiolytics Inc. the indicated remuneration of Mr. Przemysław Tadla includes the remuneration received by RASC sp. z o.o. with its registered office in Warsaw, a company related personally and financially to Mr. Przemysław Tadla. The remuneration broken down by components is presented in Table 6.

  3. The gross salary does not include a part of the employer's financial social security contribution.

  4. The non-cash benefit includes: employee benefits in the form of medical care, multisport card and gift card, lump sum for remote work.

  5. Applies to gross variable remuneration paid in 2024

In addition, in accordance with the provisions of § 5 section 6 of the Remuneration Policy, the Company insured the Management Board Members at its own expense against losses arising as a result of claims arising from the 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 the Company's Supervisory Board members related to the performance of their supervisory functions in the reporting period, broken down by component. The periods of service in the Company's Supervisory Board in the financial year 2024, which in particular determine the amount of remuneration of Supervisory Board Members for appointment in the reporting period, are presented in the relevant Table No. 2 above.

Table 4 Remuneration of Supervisory Board members in 2024

Data in PLN

Name, function Period1 Fixed remuneration Remuneration
Remuneration
specified in the
employment
contract or
managerial
contract
Remuneration for
appointment
specified by the
resolution of the
General
Shareholders'
Assembly
Non-cash
benefits
Variable
remuneration
Employee Plans
Capital
from entities from
the
Medicalgorithmics
Group3
Total
Compensation
The proportion of
fixed
remuneration and
Variable
Andrzej Gładysz
Chairman of the
Supervisory Board
2024 75
600,00
0,00 75
600,00
100/0
Przemysław Schmidt
Chairman of the
Supervisory Board
2024 84
650,00
0,00 84
650,00
100/0
Michał Wnorowski
Deputy Chairman of the
Supervisory Board
2024 162
000,00
2272,50 164
272,50
100/0

Medicalgorithmics S.A. Warsaw 02-001, Al. Jerozolimskie 81, Poland Phone +4822 825 1249Email [email protected]

Entered into the register of entrepreneurs of the National Court Register kept by the

by the District Court for the m.st of Warsaw in Warsaw, XII Commercial Division of the National Court Register, under the KRS number: 0000372848, share capital paid in full: PLN 995,276.90,

Anna Sobocka Member
of the Supervisory
Board
2024 54 000,00 0,00 54 000,00 100/0
Sławomir Kościak
Member of the
Supervisory Board
2024 54 000,00 750,00 54 750,00 100/0
Paweł Lewicki Member of
the Supervisory Board
2024 0,00 0,00 0,00 0/0
Krzysztof Siemionow
Member of the
Supervisory Board
2024 0,00 0,00 0,00 0/0
Marzena Piszczek
Member of the
Supervisory Board
2024 84
200,00
0,00 84
200,00
0/0

1The values in the table include remuneration calculated in proportion to the period of appointment to the Supervisory Board in 2024.

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

  • 1) Resolution No. 31/06/2022 of June 30, 2022 of the Ordinary General Meeting of the Company effective from 01.07.2022, pursuant to which:
    • a) Members of the Supervisory Board are entitled to a fixed monthly remuneration in the amount of PLN 8,000.00 gross,
    • b) The Chairman of the Supervisory Board is entitled to a fixed monthly remuneration in the amount of PLN 9,000.00 gross,
    • c) The Deputy Chairman of the Supervisory Board is entitled to a fixed monthly remuneration in the amount of PLN 8,500.00 gross,
    • 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 Committee Chairman,

  • 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 a Committee Member and PLN 3,000.00 gross per month for the Committee Chairman,
  • f) The remuneration referred to in points a) e) for the month in which the appointment or dismissal/resignation from membership or function in the Supervisory Board or the relevant Committee took place is calculated in proportion to the number of days of membership or function 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, in particular: the costs of travel from the place of residence to the place of the Supervisory Board meeting or the meeting of the relevant Committee and back, as well as the costs of accommodation, if the meeting of the Supervisory Board or the meeting of the relevant Committee is held outside the member's place of residence of the Supervisory Board.

In addition, in accordance with the provisions of § 10 section 6 of the Remuneration Policy, in 2024 the Company insured at its own expense Members of the Supervisory Board against losses arising as a result of claims arising from the liability of members of the company's governing bodies (D&O Liability Insurance). In 2024, two Members of the Supervisory Board declared that they would be covered by Employee Capital Plans (PPK), which is shown in Table 4.

In 2024, Mr. Paweł Lewicki and Krzysztof Siemionow resigned from their remuneration for serving as Members of the Management Board.

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

3.1. Total remuneration of Management Board Members

The total remuneration of Management Board Members in the reporting period is in line with the adopted Remuneration Policy and contributes to the achievement of 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 Company's long-term business strategy, interests and stability, taking into account the interests of its shareholders. The Company's business strategy is based on the pillars of further business development and increasing competitive advantage in the market and continuous investment in technological development. The implementation of the Company's business strategy, long-term interests and stability are to be fostered in particular by the amount, principles and structure of remuneration for 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 term of the Management Board Member, or c) appointment to perform a function in the Management Board of the Company for the duration of the term of office. Regardless of the legal form of this legal relationship, each Member of the Management Board may receive cash remuneration consisting of two parts, i.e. a fixed part and a variable part. The fixed remuneration is paid monthly on the date of payment of the remuneration of the Company's employees in the amount determined by the Supervisory Board by way of a resolution and may vary depending on the function held in the Management Board of the Company 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 appointment by a resolution of the Supervisory Board to perform functions in the Management Board of the Company. In the opinion of the Supervisory Board, an employment contract as the basic form of employment of Management Board Members increases the stability of the function performed, and thus – in the reporting period – was aimed at influencing the motivation and commitment of the Management Board Member in the implementation of the business strategy and long-term interests of the

Medicalgorithmics S.A. Warsaw 02-001, Al. Jerozolimskie 81, Poland Phone +4822 825 1249Email [email protected]

Company. When determining the amount of fixed remuneration for individual Members of the Management Board, the Supervisory Board took into account the scope of duties and the scope of competences of a given Member of the Management Board. 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 the objectives and ratios justifying the granting of variable remuneration to Management Board Members 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 with respect to the description of fixed and variable components of remuneration, as well as bonuses and other monetary 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, the general principle of remunerating Management Board Members is the payment of fixed remuneration and variable remuneration in the form of an annual bonus, determined separately for each Member of the Management Board on the basis of the achievement of the objectives set by the Supervisory Board ("Management Objectives"). The Supervisory Board determines the Management Objectives by way of a resolution of the Supervisory Board, taking into account the principles provided for in § 7 section 4 of the Remuneration Policy, according to which the Supervisory Board once a year sets individual Management Objectives for each Member of the Management Board for a given year, taking into account the function performed and the management tasks performed by a given Member of the Management Board, as well as the indicators of achievement of the Management Objectives entitling to an annual bonus. The Supervisory Board adopts a resolution in this regard within one month from the date of approval by the Supervisory Board of the consolidated annual budget of the Company (in the absence of an approved consolidated budget of the Company for a given year, the annual bonus will not be determined by the Supervisory Board). Setting the Management Objectives is the exclusive competence of the Supervisory Board, taking into account the financial and non-financial criteria set by the Supervisory Board, in particular the Management Objectives may be partially related to the implementation of the budget.

Medicalgorithmics S.A. Warsaw 02-001, Al. Jerozolimskie 81, Poland Phone +4822 825 1249Email [email protected]

On 4 June 2024, the Supervisory Board adopted Resolution No. 27/2024 and approved the performance by individual Members of the Management Board of the individually set Bonus Targets, which were set out in Resolution No. 1/2024. In connection with the achievement of the Bonus Targets, bonuses for 2023 were awarded and paid to Management Board Members in 2024. In addition, on September 23, 2024, the Nomination and Remuneration Committee of the Supervisory Board of Medicalgorithmics S.A., having analysed the calculation presented by the Company's Management Board for the payment of the bonus granted to Members of the Management Board by Resolution No. 32/2022 of the Supervisory Board of Medicalgorithmics S.A. of June 27, 2022 on the granting of additional bonuses to Members of the Management Board of the Company ("Resolution No. 32/2022") prepared by the Management Board pursuant to §4 section 5 of Resolution No. 32/2022 in connection with the receipt by the Company on August 20, 2024 of the amount of USD 657 thousand (converted into approximately PLN 2.3 million) from Medi-Lynx Cardiac Monitoring LLC ("Medi-Lynx") as an adjustment of the sale price of shares in Medi-Lynx, in accordance with the provisions of the agreement for the sale of shares in Medi-Lynx ("Premium"), decided to approve the approval by the Chairwoman of the Company's Nomination and Remuneration Committee of the calculation prepared by the Management Board, constituting an attachment to the Resolution, and to approve the payment of the Bonus to the Members of the Management Board – Mr. Jarosław Jerzakowski and Mr. Maciej Gamrot in the amount of USD 13,140 gross each for each Eligible Person, payable in PLN, in accordance with the applicable regulations, within 3 business days of the adoption of the resolution. The bonus was paid by the Company.

The gross variable remuneration paid to Management Board Members in 2024 is disclosed in Table 3 of this report.

In 2024, the Supervisory Board, acting pursuant to § 7 sections 4 – 6 of the Remuneration Policy, adopted the Management Objectives for Management Board Members for 2024 and the rules for granting annual bonuses for 2024 to Management Board Members in the Company and in the Medicalgorithmics Capital Group, detailing the provisions of the Remuneration Policy. The bonus targets have been set by the Supervisory Board individually for each Member of the Management Board, in accordance with the provisions of § 4 section 8 and § 7 section 4 item 1 of the Remuneration Policy. The bonus will be paid on condition that the Management Board Member achieves the Management Objectives and after the General Meeting approves the separate financial statements of the Company and the consolidated financial statements of the Group, the Management Board's report on the Company's operations and the Group's operations, and grants discharge to the Management Board Member for the performance of his duties as a Management Board Member for the financial year constituting the basis for calculating the bonus, i.e. for 2024. The achievement of the ratios and the achievement of the Management Objectives for a given financial year will be determined after the end of the financial year, by way of approval by the Supervisory Board by 31 August of the following financial year, in accordance with the provisions of § 7 section 4 point 5 of the Remuneration Policy. The above resolution of the Supervisory Board will constitute the basis for the payment of the annual bonus to a given person entitled by the Company.

b) remuneration paid in shares of the Company or its equivalent

The Incentive Scheme (ESOP) was introduced at Medicalgorithmics S.A. by Resolution No. 5/12/2023 of the Extraordinary General Meeting of the Company of 19 December 2023, and then on 12 June 2024 the Annual General Meeting adopted Resolution No. 19/06/2024 on the amendment of the Incentive Scheme introduced in the Company. The Programme Rules and Regulations were developed by the Supervisory Board and adopted in the form of Supervisory Board Resolution No. 7/2024 of March 26th 2024, as amended by Supervisory Board Resolution No. 24/2024 of June 4th 2024.

In order to implement the Incentive Scheme, by a resolution of the General Meeting of the Company, the Company's share capital was conditionally increased by an amount not higher than PLN 29,858.40 (twenty-nine thousand eight hundred fifty-eight zlotys forty groszy) through the issue of ordinary bearer shares with a nominal value of PLN 0.10 (ten groszy) each – Series M Shares, Series N Shares and Series O Shares (defined jointly as "Shares"). The conditional increase of the Company's share capital may result in the granting of rights to take up the Shares to the Entitled Persons who are holders of Subscription Warrants issued on the basis of the Resolution, excluding in their entirety the pre-emptive right of the Company's shareholders in the event that the participants achieve the objectives of the program.

The purpose of the Incentive Scheme is to motivate and retain key managers by bringing their interests closer to those of shareholders, offering them a competitive remuneration package that takes into account their share in the growth of the Company's value, provided that the objectives of the programme leading to an increase in the Company's value are achieved.

The Incentive Scheme will be implemented in the financial years 2024 – 2027 through the issue of Subscription Warrants entitling to take up Shares, issued as part of the conditional increase of the Company's share capital. The Subscription Warrants will be offered to the Eligible Persons in tranches in the years 2025, 2026, 2027 and granted, depending on the degree of achievement of the Programme's objectives, in the middle of the financial year 2025, 2026 and 2027.

The right to participate in the Incentive Program is vested in the Members of the Company's Management Board and the Company's Key Personnel appointed by the Company's Management Board and approved by the Company's Supervisory Board. The Entitled Persons will have a conditional right to take up the Subscription Warrants. The Rights will entitle the holders of Subscription Warrants, after the period of acquiring the Rights and provided that they meet the conditions of the Program specified in the Regulations, to subscribe for the Company's Shares at PLN 26.72 per share, which corresponds to 90% of the average price from 90 days preceding the approval of the ESOP (December 19, 2023), on the terms resulting from the Resolution and the Program Regulations.

Under the Programme, the Company will issue no more than 99,528 warrants for each of the three series: A, B and C. Subscription Warrants for each series may be acquired under the following conditions:

1) in relation to 149,292 warrants (49,764, i.e. 50% of the series in each year 2024, 2025 and 2026, a total of 149,292 warrants in 3 years):

  • the return on the Company's shares in a given year is 10 percentage points higher than the percentage of change in the level of the sWIG80 Total Return index ("Market condition") in each year 2024, 2025 and 2026;
  • fulfilling the Loyalty Condition;
  • meet the Individual Goals, if they are set;

2) in respect of 149,292 warrants (49,764, i.e. 50% of the series in each year 2024, 2025 and 2026, for a total of 149,292 warrants in 3 years):

  • achievement by the Company's Group of Net Sales Revenues at the assumed level for individual years at least PLN 45 million for 2024, PLN 55 million for 2025 and PLN 70 million for 2026 ("Financial condition");
  • fulfilling the Loyalty Condition;
  • Individual Goals, if they are set.

Financial and market goals, as well as individual goals that are not achieved in a given year, can be achieved in subsequent years and settled cumulatively. Vesting is delayed by 2 years after the ESOP objectives have been achieved, provided that eligible persons meet the Loyalty Condition. In the event of a change of control, defined as the day when one of the shareholders or a group of shareholders acting in concert exceeds 50% of the total number of issued shares of the Company or the date on which the General Meeting of Shareholders of the Company adopts a resolution to delist the shares from trading on the regulated market (resolution on delisting), the Entitled Persons shall receive on the Change of Control Day the right to subscribe for all previously uncovered Subscription Warrants, regardless of the achievement of the objectives and they are entitled to exercise all Subscription Warrants granted to them.

Under the Programme, each Member of the Management Board was granted a conditional right to take up 49,764 warrants (the Entitlement). In accordance with the Rules and Regulations, the Supervisory Board verifies the fulfilment of the conditions for granting a certain number of Subscription Warrants by 30 June of each financial year of the Programme following the end of a given stage (series), i.e. by 30 June 2025, 30 June 2026, 30 June 2027, and by way of a resolution will determine the exact number of Subscription Warrants to be subscribed for by a given Programme participant.

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 functions in the Supervisory Board, adopted by the General Meeting of the Company for the duration of their 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 non-cash benefits, except for the right to join the 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 Supervisory Board of the Company is to guarantee the stable functioning of the Supervisory Board as the supervisory body of the Company, where the members of this body, not being directly dependent on the Company's financial result, will supervise the current operations of the Company and the activities of the Management Board and its members with due prudence and without unnecessary risks. In addition, the amount of remuneration for Members of the Company's Supervisory Board is determined taking into account the objective of guaranteeing the independence of Members of the Supervisory Board in the performance of their duties in the performance of their duties. The total remuneration of the Supervisory Board presented in Table 3 fully meets its assumptions and is consistent with the indicated principles of the Remuneration Policy.

4. Information on how the performance criteria have been applied

In the reporting period, i.e. in 2024, the intention of the Supervisory Board was for the Management Board Members to develop performance criteria (KPIs) in 2024.

Medicalgorithmics S.A. Warsaw 02-001, Al. Jerozolimskie 81, Poland Phone +4822 825 1249Email [email protected]

5. Information on the change, on an annual basis, 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 at least the last five financial years, on a total basis, 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 over 5 financial years

Data in PLN
Annual Change 2020 v. 2019 2021 v. 2020 2022 V. 2021 2023 v. 2022 2024 v. 2023 2024
Remuneration of a Management Board Member (does not include remuneration from
other entities from the Medicalgorithmics Group)
Maciej Gamrot Member of the
Management Board for Finance
Data omitted 100% 180%* -58% 21% 487
717,02
Jarosław Jerzakowski Member
of the Management Board
Data omitted 100% 61%* -57% 17% 481
349,08
Przemysław Tadla Member of
the Management Board
Data omitted - 100% -44%* 145% 385
018,22
Remuneration of a Supervisory Board Member
Andrzej Gładysz Chairman of the
Supervisory Board
Data omitted 100% 163%* 23% -52% 75
600,00
Przemysław Schmidt Chairman of
the Supervisory Board
Data omitted - - - 100% 84
650,00
Michał Wnorowski
Deputy Chairman of the
Supervisory Board
Data omitted 6% 23% 14% 18% 164
272,50

Medicalgorithmics S.A. Warsaw 02-001, Al. Jerozolimskie 81, Poland Phone +4822 825 1249Email [email protected]

Entered into the register of entrepreneurs of the National Court Register kept by the

by the District Court for the m.st of Warsaw in Warsaw, XII Commercial Division of the National Court Register, under the KRS number: 0000372848, share capital paid in full: PLN 995,276.90,

Marzena Piszczek Data omitted - - - 100% 84
200,00
Member of the Supervisory Board
Anna Sobocka Data omitted 100% 57%* 27% -55% 54
000,00
Member of the Supervisory Board
Sławomir Kościak Data omitted - 100% -6%* -55% 54
750,00
Member of the Supervisory Board
Paweł Lewicki Data omitted - 100% -6%* -100% 0,00
Member of the Supervisory Board
Krzysztof Siemionow Data omitted - 100% 35%* -100% 0,00
Member of the Supervisory Board
Group performance
This annual change 2020 v. 2019 2021 v. 2020 2022 V. 2021 2023 v. 2022 2024 v. 2023 2024
EBITDA Data omitted 125% 290% -87% -561% -12 903 435,86
EPS Data omitted 54% -43% 97% -2680% -1,62
Indicator
Free
Data omitted -149% 31% 28% -107% -23 047 394,66
cash flows
Increase/decrease in the share Data omitted n/a n/a n/a n/a n/a
price over the period
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 26% -4% 13% -2% 10837

* Values converted proportionally to the time of appointment.

Medicalgorithmics S.A. Warsaw 02-001, Al. Jerozolimskie 81, Poland Phone +4822 825 1249Email [email protected]

Entered into the register of entrepreneurs of the National Court Register kept by the

by the District Court for the m.st of Warsaw in Warsaw, XII Commercial Division of the National Court Register, under the KRS number: 0000372848, share capital paid in full: PLN 995,276.90,

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

In the reporting period, Members of the Company's Management Board received remuneration from entities 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, which is a company related personally and financially to Mr. Przemysław Tadla, which received remuneration from the subsidiary Kardiolytics Inc. for the provision of advisory services under the contract for the provision of services concluded by this company before the date of appointment of Mr. Przemysław Tadla to the Management Board of the Company. In addition to the remuneration received from the subsidiary – Kardiolytics Inc., the Members of the Management Board of the Company: Mr. Maciej Gamrot and Mr. Jarosław Jerzakowski also received remuneration from US Holding Corporation in the reporting period as part of their business activities. In addition, Mr. Jarosław Jerzakowski received remuneration from Medicalgorithmics Polska spółka z o.o. as part of his business activity.

The lack of additional remuneration from entities from the Medicalgorithmics Group for performing functions in the bodies of the Group's companies is in accordance with the Remuneration Policy. Pursuant to § 4 section 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 on this account does not exceed 50% of the annual fixed remuneration of a member of the Management Board, and 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 served in the bodies of a company related to the Management Board of the Company. Medicalgorithmics S.A.

The Company's Remuneration Policy does not provide for similar rights for Supervisory Board Members. In 2024, no remuneration was granted or paid to the Members of the Company's Supervisory Board from other entities from the Company's capital group.

Table 6 Remuneration of Management Board Members from Medicalgorithmics Group entities in 2024

Data in PLN

Name, function Fixed remuneration

Medicalgorithmics S.A. Warsaw 02-001, Al. Jerozolimskie 81, Poland Phone +4822 825 1249Email [email protected]

Period Remuneration
specified in the
employment contract
or
A contract for
consulting services
Additional
remuneration
specified in the
Contract for
consulting services
Benefits in kind2 Other cash benefits3 Variable
remuneration
Total
Compensation
The proportion of
fixed remuneration
and
Variable
Maciej Gamrot 2024 394
000,00
394
000,00
100/0
Jarosław Jerzakowski 2024 399
700,00
399
700,00
100/0
Przemysła Tadel 2024 434
000,00
434
000,00
100/0

7. Number of financial instruments granted or offered and the main terms and conditions for exercising the rights attached to those instruments, including price, exercise date and their changes

In 2024, Members of the Management Board were covered by the Incentive Scheme (ESOP) referred to in item 3.1 of this report. Members of the Management Board and Supervisory Board of the Company were not granted or offered any other financial instruments as part of their remuneration.

8. Information on the use of the Company's option to request the return of variable remuneration components

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

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

Pursuant to § 13 sec. 1 – 4 of the Remuneration Policy, temporary waiver of its application is admissible 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. Withdrawal from the application of the Remuneration Policy may not be adopted at a time for a period longer than three financial years. So far, the Supervisory Board has not adopted the abovementioned resolution on withdrawal.

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

11. Explanation of how the resolution or discussion of the general meeting of shareholders relating to the previous remuneration statement was included in the report

The Ordinary General Meeting of the Company of June 12, 2024, at which the report on the remuneration of the Members of the Management Board and Supervisory Board of the Company for 2024 was presented, taking into account Article 90g(7) of the Act on Public Offering, 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:

Przemysław Schmidt Michał Wnorowski Marzena Piszczek Paweł Lewicki Krzysztof Siemionow

Warsaw, May 15, 2025

Medicalgorithmics S.A. Warsaw 02-001, Al. Jerozolimskie 81, Poland Phone +4822 825 1249Email [email protected]

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