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Medicalgorithmics S.A. — Remuneration Information 2026
May 22, 2026
5705_rns_2026-05-22_e2029c38-ad8b-4b38-bd89-8c66dc76132c.pdf
Remuneration Information
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MEDICALgorithmics
INNOVATIVE SOLUTIONS IN MEDICINE
REPORT OF THE SUPERVISORY BOARD
MEDICALGORITHMICS S.A.
ON THE REMUNERATION OF MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD
FOR 2025
Medicalgorithmics S.A.
Warsaw 02-001, Al. Jerozolimskie 81, Poland
Phone +4822 825 1249 Email
[email protected]
Entered into the register of entrepreneurs of the National Court Register kept by
the District Court for m.st Warsaw in Warsaw, XII Commercial Division of the National Court Register,
under KRS number: 0000372848, share capital paid in full: PLN 995,276.90,
NIP: 5213361457
MEDICALgorithmics
INNOVATIVE SOLUTIONS IN MEDICINE
TABLE OF CONTENTS
-
Introduction ... 2
Composition of the Management Board and the Supervisory Board of the Company in the financial year 2025 ... 3 -
The amount of the total remuneration broken down into the components referred to in Article 90d(3)(1) of the Public Offering Act 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 -
An explanation of how the total remuneration is consistent with the adopted remuneration policy, including how it contributes to the Company's long-term performance ... 9
3.1. Total remuneration of the Management Board Members ... 9
Fixed salary ... 10
Variable remuneration ... 11
3.2. Total remuneration of the Supervisory Board Members ... 15 -
Information on how the performance criteria have been applied ... 15
-
Information on the change, on an annual basis, in the remuneration of the Members of the Management Board and the Supervisory Board, the results of the Company 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 combined basis, in a way that allows for comparison ... 15
-
The amount of remuneration from entities belonging to the same capital group within the meaning of the Accounting Act of 29 September 1994 ... 18
-
The number of financial instruments granted or offered and the main conditions for the exercise of rights attached to those instruments, including the price and date of exercise and their changes ... 19
-
Information on the Company's use of the possibility to request the reimbursement of variable remuneration components ... 20
-
Information on derogations 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 to which derogations have been applied ... 20
-
Information on the value of cash or non-cash benefits included in the remuneration of the Members of the Management Board and the Supervisory Board granted to the closest persons of the Members of the Management Board and the Supervisory Board ... 20
-
Explanation of how the resolution or discussion of the general meeting of shareholders relating to the previous report on remuneration was included in the report ... 20
Medicalgorithmics S.A.
Warsaw 02-001, Al. Jerozolimskie 81, Poland
Phone +4822 825 1249 Email
[email protected]
Entered into the register of entrepreneurs of the National Court Register kept by
by the District Court for m.st Warsaw in Warsaw, XII Commercial Division of the National Court Register,
under KRS number: 0000372848, share capital paid in full: PLN 995,276.90,
NIP: 5213361457
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 2025, item 592, as amended. hereinafter referred to as the "Public Offering Act"), presents a comprehensive overview of the remuneration received by the members of the Management Board and the Supervisory Board of the Company or due to them in connection with the function performed, taking into account the assumptions of the remuneration policy in force in 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 2025.
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. ("Remuneration Policy"), and subsequently amended by introducing changes to the adopted Remuneration Policy by Resolution No. 18/06/2024 of 12 June 2024 of the Ordinary General Meeting Meetings of Medicalgorithmics S.A. with its registered office in Warsaw on the amendment 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 the members of the Management Board is determined by the Supervisory Board of the Company, while the determination of the remuneration of the members of the Supervisory Board is within the competence of the General Meeting of Shareholders.
Within the Company's Supervisory Board, there is a Nomination and Remuneration Committee, whose tasks include, among others, giving opinions, preparing and recommending to the Supervisory Board the principles of remuneration of Management Board members, as well as periodic review of the Remuneration Policy.
Composition of the Management Board and the Supervisory Board of the Company in the financial year 2025
In the financial year 2025, i.e. in the period from 1 January 2025 to 31 December 2025, the composition of the Management Board was as follows:
Table 1 Composition of the Management Board in the financial year 2025
| Lp. | Name and surname | Position on the Management Board | Term of office in 2025 |
|---|---|---|---|
| 1. | Maciej Gamrot | Member of the Management Board for Finance | 01.01.2025 – 17.06.2025 |
| 2. | Jarosław Jerzakowski | Member of the Management Board | 01.01.2025 – 17.06.2025 |
| 3. | Przemysław Tadla | Member of the Management Board | 01.01.2025 – 17.06.2025 |
| 4. | Krzysztof Siemionów | President of the Management Board | 17.06.2025 – 31.12.2025 |
| 5. | Michał Zapora | Member of the Management Board | 17.06.2025 – 31.12.2025 |
In the financial year 2025, i.e. in the period from 1 January 2025 to 31 December 2025, the composition of the Supervisory Board was as follows:
Table 2 Composition of the Supervisory Board in the financial year 2025
| Lp. | Name and surname | Position in the Supervisory Board | Term of office in 2025 |
|---|---|---|---|
| 1. | Przemysław Schmidt | Chairman of the Supervisory Board | 01.01.2025 – 17.06.2025 |
| 2. | Michał Wnorowski | Vice-Chairman of the Supervisory Board | 01.01.2025 – 31.12.2025 |
| 3. | Marzena Piszczek | Member of the Supervisory Board | 01.01.2025 – 31.12.2025 |
| 4. | Paweł Lewicki | Member of the Supervisory Board | 01.01.2025 – 31.12.2025 |
| 5. | Maksymilian Fraszka | Member of the Supervisory Board | 17.06.2025 – 31.12.2025 |
| 6. | Krzysztof Siemionów | Member of the Supervisory Board | 01.01.2025 – 17.06.2025 |
| 7. | Michał Żółtowski | Chairman of the Supervisory Board | 17.06.2025 – 31.12.2025 |
| 8. | Marcin Gołębicki | Member of the Supervisory Board | 03.11.2025 – 31.12.2025 |
- The amount of the total remuneration broken down into the components referred to in Article 90d(3)(1) of the Public Offering Act 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 Members of the Management Board of the Company, broken down by components, related to the performance of their managerial functions during the reporting period. The periods of performance of functions in the Management Board of the Company in the financial year 2025, on which the amount of remuneration of the Management Board Members for appointment in the reporting period depends, is contained in Table 1 above.
Table 3 Remuneration of Management Board members in 2025
Data in PLN
| Name, Function | Period1 | Fixed salary | Non-cash benefits4 | Variable remuneration for appointment5 | Employee Capital Plans | Remuneration from entities from the Medicalgorithmics Group2 | Total Salary | Ratio of fixed and variable remuneration | |
|---|---|---|---|---|---|---|---|---|---|
| Remuneration specified in an employment contract or managerial contract3 | Remuneration for appointment specified by resolution of the Supervisory Board | ||||||||
| Maciej Gamrot | |||||||||
| Member of the Management Board for Financial | 2025 | 65 220,00 | 11 200,00 | 174,85 | 40 000,00* | 978,30 | 222 000,00 | 339 573,15 | 88/12 |
| Jarosław Jerzakowski | |||||||||
| Member of the Management Board | 2025 | 61 800,00 | 11 200,00 | 1 517,19 | 40 000,00* | 927,00 | 225 420,00 | 340 864,19 | 88/12 |
| Przemysław Tadla
Member of the Management Board | 2025 | 65 220,00 | 11 200,00 | 61,87 | 40 000,00* | 0,00 | 222 000,00 | 338 481,87 | 88/12 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Michał Zapora
Member of the Management Board | 2025 | 25 000,00 | 45 150,00 | 1 814,72 | 7 655,00 | 155,25 | 168 000,00 | 247 774,97 | 97/03 |
| Krzysztof Siemionów
President of the Management Board | 2025 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0/0 |
*To be paid in accordance with the Supervisory Board's resolution No. 29/2025
- The values in the table include remuneration calculated in proportion to the duration of the contract, managerial contract or appointment to the Management Board in 2025.
- Total remuneration received by the Members of the Management Board from subsidiaries – (i) in relation to the remuneration of Mr. Maciej Gamrot from the following companies: Kardiolytics Inc., Medicalgorithmics US Holding Corporation, (ii) with regard to the remuneration of Mr. Jarosław Jerzakowski from the following companies: Kardiolytics Inc., Medicalgorithmics US Holding Corporation, (iii) with regard to the remuneration of Mr. Michał Zapora from the following companies: Kardiolytics Inc., as well as from Medicalgorithmics Polska spółka z o.o., (iv) and with respect to the remuneration of Mr. Przemysław Tadla from Kardiolytics Inc. whereby 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 capitally to Mr. Przemysław Tadla. The remuneration broken down by components is presented in Table 6.
- The gross salary does not include part of the employer's social security contribution.
- The non-cash benefit includes: employee benefits in the form of medical care, multisport cards and gift cards, a lump sum for remote work.
- Applies to gross variable remuneration paid in 2025
In 2025, Mr. Krzysztof Siemionow resigned from his remuneration for performing the function of the President of the Management Board.
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 damages arising as a result of claims arising from the liability of members of the company's 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, broken down by components, related to their supervisory functions during the reporting period. The periods of office in the Supervisory Board of the Company in the financial year 2025, on which the amount of remuneration of the Members of the Supervisory Board for appointment in the reporting period depends, is contained in the relevant Table 2 above.
Table 4 Remuneration of Supervisory Board Members in 2025
Data in PLN
| Name, Function | Period1 | Fixed salary | Non-monetary benefits | Variable remuneration | Employee plans Capital | Remuneration from entities from the Medicalgorithmics Group3 | Total Salary | The proportion of fixed salary and variable | |
|---|---|---|---|---|---|---|---|---|---|
| Remuneration specified in the employment contract or a management contract | Appointment Remuneration specified by the resolution of the General Meeting Assemblies | ||||||||
| Przemysław Schmidt Chairman of the Supervisory Board | 2025 | 0,00 | 72 800,00 | 0,00 | 0,00 | 0,00 | 0,00 | 72 800,00 | 100/0 |
| Michał Wnorowski Vice-Chairman of the Supervisory Board | 2025 | 0,00 | 161 250,00 | 0,00 | 0,00 | 2 400,00 | 0,00 | 163 650,00 | 100/0 |
| Paweł Lewicki Member of the Supervisory Board | 2025 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0/0 |
|---|---|---|---|---|---|---|---|---|---|
| Krzysztof Siemionów Member of the Supervisory Board | 2025 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0/0 |
| Marzena Piszczek Member of the Supervisory Board | 2025 | 0,00 | 155 250,00 | 0,00 | 0,00 | 0,00 | 0,00 | 155 250,00 | 100/0 |
| Michał Żółtowski Chairman of the Supervisory Board | 2025 | 0,00 | 83 500,00* | 0,00 | 0,00 | 0,00 | 0,00 | 83 500,00 | 100/0 |
| Maksymilian Fraszka Member of the Supervisory Board | 2025 | 0,00 | 52 000,00* | 0,00 | 0,00 | 0,00 | 0,00 | 52 000,00 | 100/0 |
| Marcin Gołębicki Member of the Supervisory Board | 2025 | 0,00 | 16 000,00 | 0,00 | 0,00 | 0,00 | 0,00 | 16 000,00 | 100/0 |
*The salary was not paid in 2025.
1 The values in the table include remuneration calculated in proportion to the period of appointment to the Supervisory Board in 2025.
The amount of the above-mentioned remuneration of the Supervisory Board Members for appointment has been determined:
1) Resolution No. 31/06/2022 of 30 June 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 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 Vice-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 this Committee in the amount of PLN 2,000.00 gross per month for a Member of the Committee 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 a Member of the Committee and PLN 3,000.00 gross per month for the Chairman of the Committee,
f) The remuneration referred to in points 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 in proportion 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 shall also cover 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 the Supervisory Board meeting or the meeting of the relevant Committee and back, and the costs of accommodation, in the event that the meeting of the Supervisory Board or the meeting of the relevant Committee takes place outside the member's place of residence Supervisory Board.
In addition, in accordance with the provisions of § 10 section 6 of the Remuneration Policy, in 2025 the Company insured the Members of the Supervisory Board at its own expense against damages arising as a result of claims arising from the liability of members of the bodies of a capital company (D&O Liability Insurance). In 2025, one Member of the Supervisory Board declared that they would be covered by Employee Capital Plans (ECPs), which is shown in Table 4.
In 2025, Mr. Paweł Lewicki and Mr. Krzysztof Siemionow resigned from their remuneration for performing the function of Member of the Supervisory Board.
- An explanation of how the total remuneration is consistent with the adopted remuneration policy, including how it contributes to the Company's long-term performance
3.1. Total remuneration of the Management Board Members
The total remuneration of the Management Board Members during the reporting period is in accordance with the adopted Remuneration Policy and contributes to the achievement of the Company's long-term results for the following reasons:
- reflects the basic assumptions of the Remuneration Policy
The main objective of the Remuneration Policy is to establish the principles of remuneration of the Management Board Members 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 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 is to be facilitated in particular by the amount, principles and structure of remuneration of the Management Board Members and Supervisory Board Members, as well as 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 Management Board Members and Supervisory Board Members.
- It consists of a fixed and a variable part.
Fixed salary
In accordance with the provisions of the Remuneration Policy, the legal basis for remuneration of the Members of the Management Board of the Company for entrusting the management of the Company is the legal relationship between the Company and a member of its Management Board, whereby it is possible to establish a legal relationship on the basis of one or several of them, i.e.: a) appointment to perform functions in the Management Board of the Company for the duration of the function of a Member of the Management Board, b) establishing an employment relationship on the basis of an employment contract concluded for a definite or indefinite period of time, c) commissioning management services of the Company on the basis of a civil law contract (managerial contract) concluded for the duration of the function of a Member of the Management Board. 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. 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 performed in the Management Board of the Company and the scope of competence of a given Member of the Management Board.
All Members of the Management Board (with the exception of Mr. Krzysztof Siemionow, acting as the President of the Management Board, who did not receive remuneration either for the performance of the function or any other legal relationship related to the performance of functions in the Management Board of the Company), who performed this function in the reporting period, in accordance with the provisions of the Remuneration Policy, 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 Company. 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 aimed at influencing the motivation and involvement of the Management Board Member in the implementation of the business strategy and the Company's long-term interests. When determining the amount of fixed remuneration for individual Management Board Members, the Supervisory Board took into account the scope of duties and the scope of competence 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 Supervisory Board of the Company sets the objectives and indicators justifying the granting of variable remuneration to the Management Board Members and verifies the fulfilment of these criteria before the payment of variable remuneration by the Company. When determining the variable components of the remuneration of the Management Board Members, the Supervisory Board takes into account the financial situation of the Company and the entire Medicalgorithmics Group. The Supervisory Board of the Company is authorized by the General Meeting to specify the elements of the Remuneration Policy with regard to the description of fixed and variable components of remuneration, as well as bonuses and other monetary and non-monetary benefits that may be granted to Members of the Management Board and to indicate the criteria regarding financial and non-financial results regarding variable components of remuneration.
Variable remuneration may be awarded by the Supervisory Board of the Company in the form of:
(a) A premium
In accordance with the provisions of the Remuneration Policy, the general principle of remuneration of Management Board Members is the payment of fixed remuneration and variable remuneration in the form of an annual bonus, determined separately for each Management Board Member on the basis of the achievement of the objectives set by the Supervisory Board ("Management Objectives"). The Supervisory Board sets 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 carried out by a given Member of the Management Board and the indicators of achievement of the Management Objectives entitling to an annual bonus. The Supervisory Board adopts a resolution on this subject 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 Management Objectives is the sole competence of the Supervisory Board, taking into account the financial criteria set by the Supervisory Board and the non-financial criteria for their implementation, in particular, Management Objectives may be partially related to the implementation of the budget.
On 29 August 2026, in accordance with Resolution No. 29/2025, in connection with the partial formal implementation of the Bonus Targets by the entitled persons, the Supervisory Board awarded the former Members of the Management Board, i.e. Mr. Maciej Gamrot, Mr. Jarosław Jerzakowski, Mr. Przemysław Tadla, a bonus in the amount of PLN 40,000.00 (forty thousand zlotys) gross per person, payable by the Company on the date and under the conditions indicated in Resolution No. 29/2025.
In 2025, the Supervisory Board, acting on the basis of § 7 sections 4 – 6 of the Remuneration Policy, adopted the Management Objectives for the Management Members of the Management Board for 2025 and the rules for granting the Management Board Members an annual bonus for 2025 in the Company and in the Medicalgorithmics Capital Group, specifying 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 point 1 of the Remuneration Policy. The bonus will be paid subject to the achievement of the Management Objectives by the Management Board Member 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 activities and the Group's activities, and grants the Management Board Member a discharge 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 2025. The determination of the fulfilment of the indicators and the achievement of the Management Objectives for a given financial year will take place after the end of the financial year, by approval by the Council 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 the Company's shares or its equivalent
The ESOP was introduced in Medicalgorithmics S.A. by a resolution of the Extraordinary General Meeting of the Company (EGM) of 19 December 2023, and then on 12 June 2024 the Ordinary General Meeting adopted a resolution on amendments to the Programme. The Programme Regulations were prepared by the Supervisory Board and adopted in the form of a resolution of the Supervisory Board of 26 March 2024 with amendments adopted by the resolution of 4 June 2024.
On November 3, 2025, the General Meeting of the Company, in connection with the loss of the incentive function of the incentive program introduced in 2024, decided to terminate its implementation in its current form and decided to introduce a new program in the Company, the general principles of which are described below. The full text of the resolution has been published in Current Report No. 36/2025.
In order to implement the Incentive Program, the Resolution of the General Meeting of the Company conditionally increased the Company's share capital by an amount not exceeding PLN 29,858.40 (twenty-nine thousand eight hundred fifty-eight zlotys forty groszy) by way of the issue of Series M Shares, Series N Shares and Series O Shares (defined as Shares). The effect of the conditional increase in the Company's share capital may be the granting of rights to subscribe for the Shares to the Entitled Persons who are holders of Subscription Warrants issued on the basis of the Resolution, excluding in its entirety the pre-emptive right of the Company's shareholders in the event that the participants achieve the objectives of the program.
The aim of the Incentive Program is to motivate and retain key managers by bringing their interests closer to the interests of shareholders, offering them a competitive remuneration package that takes into account the participation in the growth of the Company's value, provided that the objectives of the program leading to the growth of the Company's value are achieved.
The Incentive Program is implemented in three separate stages covering the financial years 2025 – 2027 through the issuance of Subscription Warrants entitling to subscribe for Shares, issued as part of a conditional increase in the Company's share capital. Subscription Warrants will be offered to the Beneficiaries in tranches in 2025, 2026, 2027 and will be awarded depending on the degree of achievement of the Programme's objectives, in the middle of the financial year 2026, 2027 and 2028.
The right to participate in the Incentive Program is granted to the Members of the Company's Management Board and the Company's Key Personnel indicated by the Company's Management Board and accepted by the Company's Supervisory Board. Entitled persons who are "Members of the Management Board of the Company" within the meaning of the Programme rules means persons holding positions in the Management Board of the Company, who have not reached or exceeded 5% (five percent) of the total number of votes in the Company on the basis of a transaction made on their own account or on behalf of a third party, directly or indirectly, concerning the Company's shares, as well as in relation to whom
persons closely associated with them. Therefore, Mr. Krzysztof Siemionow was excluded from the Incentive Program and did not receive authorizations, while Mr. Michał Zapora acquired 33,000 conditional authorizations.
The entitled persons will have a conditional right to take up Subscription Warrants. The Entitlements will entitle the holders of Subscription Warrants, after the period of acquisition of the Entitlements and subject to the fulfilment of certain conditions, to subscribe for the Company's Shares at PLN 26.72 each, on the terms resulting from the Resolution and the Programme Regulations.
Under the Program, 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 subscribed for under the following conditions:
1) with respect to 149,292 warrants (49,764, i.e. 50% of the series in each year 2025, 2026 and 2027, for a total of 149,292 warrants in 3 years):
- the return on the Company's shares in a given year reaches a level 10 percentage points higher than the percentage rate of change in the level of the sWIG80 Total Return index ("Market Condition") in each year 2025, 2026 and 2027;
- meeting the Loyalty Condition;
- meeting Individual Goals, if they are set;
2) with respect to 149,292 warrants (49,764, i.e. 50% of the series in each year 2025, 2026 and 2027, a total of 149,292 warrants in 3 years):
- the Company's Group achieves the value of Net Sales Revenues at the assumed level for individual years - at least PLN 55 million for 2025, PLN 60 million for 2026 and PLN 75 million for 2027 (the "Financial Condition");
- meeting the Loyalty Condition;
- meeting the Individual Goals, if they are set.
Performance targets (Financial Conditions and Market Conditions) and individual targets that are not achieved in a given year may be achieved in subsequent years and are accounted for for a given stage cumulatively together with the same condition or respectively for the preceding years in the manner described in the Regulations of the Incentive Program adopted by the Supervisory Board Resolution No. 37/2025 of 17 December 2025. The vesting is delayed for 2 years after the ESOP targets have been achieved, provided that the entitled persons meet the Loyalty Condition. In the event of a change in control, defined as the date on which 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
Entered into the register of entrepreneurs of the National Court Register kept by
the District Court for m.st Warsaw in Warsaw, XII Commercial Division of the National Court Register,
under KRS number: 0000372848, share capital paid in full: PLN 995,276.90,
NIP: 5213361457
the regulated market (resolution on delisting), the entitled persons will be entitled to take up all Subscription Warrants not previously taken up by them from the number of rights granted to them and to Subscription Warrants from all Subscription Warrants granted to them.
3.2. Total remuneration of the Supervisory Board Members
In accordance with the provisions of the Remuneration Policy, Members of the Supervisory Board are entitled to remuneration for performing functions in the Supervisory Board adopted by the General Meeting of the Company for the duration of their duties. Members of the Company's Supervisory Board are entitled to a 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 monetary and non-monetary benefits, except for the right to join Employee Capital Plans (ECPs) 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 intended 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 financial result of the Company, will supervise the current operations of the Company and the activities of the Management Board and its members with due consideration and without unnecessary risks. In addition, the amount of remuneration of the Members of the Supervisory Board of the Company is determined taking into account the purpose of guaranteeing the independence of the Members of the Supervisory Board in the performance of their duties. The total remuneration of the Supervisory Board presented in Table 3 fully implements its assumptions and is in accordance 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 2025, the Supervisory Board intended for the Management Board Members to develop performance criteria (KPIs) for 2025.
5. Information on the change, on an annual basis, in the remuneration of the Members of the Management Board and the Supervisory Board, the results of the Company 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 combined basis, in a way 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
Data in PLN
| Annual change | 2021 v. 2020 | 2022 v. 2021 | 2023 v. 2022 | 2024 v. 2023 | 2025 v. 2024 | 2025 |
|---|---|---|---|---|---|---|
| Remuneration of the 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 | 180%* | -58% | 21% | -76% | 117 573,15 |
| Jarosław Jerzakowski Member of the Management Board | Data omitted | 61%* | -57% | 17% | -76% | 115 444,19 |
| Przemysław Tadla Member of the Management Board | Data omitted | 100% | -44% | 145% | -70% | 116 481,87 |
| Michał Zapora Member of the Management Board | Data omitted | - | - | - | 100% | 79 774,97 |
| Krzysztof Siemionow President of the Management Board | Data omitted | - | - | - | - | 0,00 |
| Remuneration of a Supervisory Board Member | ||||||
| Michał Żółtowski Chairman of the Supervisory Board | Data omitted | - | - | - | 100% | 83 500,00 |
| Przemysław Schmidt Chairman of the Supervisory Board | Data omitted | - | - | 100% | -14% | 72 800,00 |
| Michał Wnorowski
Vice-Chairman of the Supervisory Board | Data omitted | 23% | 14% | 18% | 1% | 163 650,00 |
| --- | --- | --- | --- | --- | --- | --- |
| Marzena Piszczek
Member of the Supervisory Board | Data omitted | - | - | 100% | 84% | 155 250,00 |
| Marcin Gołębicki
Member of the Supervisory Board | Data omitted | - | - | - | 100% | 16 000,00 |
| Maksymilian Fraszka
Member of the Supervisory Board | Data omitted | - | - | - | 100% | 52 000,00 |
| Paweł Lewicki
Member of the Supervisory Board | Data omitted | 100% | -6% | -100% | - | 0,00 |
| Krzysztof Siemionów
Member of the Supervisory Board | Data omitted | 100% | 35% | -100% | - | 0,00 |
| Group Results | | | | | | |
| The annual change | 2021 v. 2020 | 2022 v. 2021 | 2023 v. 2022 | 2024 v. 2023 | 2025 v. 2024 | 2025 |
| EBITDA | Data omitted | 290% | -87% | -561% | 60% | -5 115 |
| EPS | Data omitted | -43% | 97% | -2680% | 28% | -1,17 |
| Indicator free cash flow | Data omitted | 31% | 28% | -107% | 32% | -15 608 |
| Increase/decrease in the share price during the period | Data omitted | n/a | n/a | n/a | n/a | n/a |
| Average remuneration of employees who are not Members of the Management Board or Supervisory Board in full-time equivalents | ||||||
|---|---|---|---|---|---|---|
| Employees of the Company | Data omitted | -4% | 13% | -2% | 9% | 11 856 |
- The 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, the members of the Management Board of the Company 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 on the basis of concluded agreements (Mr. Maciej Gamrot, Mr. Jarosław Jerzakowski, Michał Zapora) 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 in terms of person and capital to Mr. Przemysław Tadla, which received remuneration from the subsidiary Kardiolytics Inc. for the provision of advisory services on the basis of a service agreement concluded by that company prior to 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 in the reporting period also received remuneration from US Holding Corporation as part of their business activities. In addition, Mr. Jarosław Jerzakowski and Mr. Michał Zapora received remuneration from Medicalgorithmics Polska spółka z o.o. as part of their business activity.
The lack of additional remuneration from entities from the Medicalgorithmics Group for performing functions in the bodies of the Group companies remains in accordance with the Remuneration Policy. Pursuant to § 4 section 9 of the Remuneration Policy, Members of the Management Board of the Company do not receive additional remuneration for performing functions in the bodies of other units of the Medicalgorithmics Group, unless with the consent of the Supervisory Board, whereby the total remuneration on this account does not exceed 50% of the annual remuneration of a permanent 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, already held a position in the bodies of a company related to Medicalgorithmics S.A.
The Company's Remuneration Policy does not provide for similar rights for Members of the Supervisory Board. In 2025, the Members of the Company's Supervisory Board were not awarded or paid remuneration from other entities from the Company's capital group.
Table 6 Remuneration of Management Board Members from entities from the Medicalgorithmics Group in 2025
Entered into the register of entrepreneurs of the National Court Register kept by
by the District Court for m.st Warsaw in Warsaw, XII Commercial Division of the National Court Register,
under KRS number: 0000372848, share capital paid in full: PLN 995,276.90,
NIP: 5213361457
Data in PLN
| Name, Function | Fixed salary | Non-cash benefits2 | Other cash benefits3 | Variable remuneration | Total Salary | The proportion of fixed salary and variable | ||
|---|---|---|---|---|---|---|---|---|
| Period | Remuneration specified in the employment contract or A contract for consulting services | Additional remuneration specified in the Consulting Services Agreement | ||||||
| Maciej Gamrot | 2025 | 162 000,00 | 60 000,00 | 222 000,00 | 73/27 | |||
| Jarosław Jerzakowski | 2025 | 165 420,00 | 60 000,00 | 225 420,00 | 73/27 | |||
| Przemysł Tadel | 2025 | 162 000,00 | 60 000,00 | 222 000,00 | 73/27 | |||
| Michał Zapora | 2025 | 168 000,00 | 168 000,00 | 100/0 |
- The number of financial instruments granted or offered and the main conditions for the exercise of rights attached to those instruments, including the price and date of exercise and their changes
In 2025, the Members of the Management Board were covered by the Incentive Program (ESOP) referred to in item 3.1 of this report. Members of the Management Board and the Supervisory Board of the Company were not granted or offered any other financial instruments as part of their remuneration.
- Information on the Company's use of the possibility to request the reimbursement of variable remuneration components
The Company's Remuneration Policy does not provide for a mechanism for the Company to demand the reimbursement of variable remuneration components.
- Information on derogations 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 to which derogations have been applied
In accordance with § 13 sections 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 a situation where the Company's financial stability is threatened and it is not possible to guarantee its profitability, resulting from the failure to achieve the budget assumptions in a significant part. Withdrawal from the application 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 resignation.
- Information on the value of cash or non-cash benefits included in the remuneration of the Members of the Management Board and the Supervisory Board granted to the closest persons of the Members of the Management Board and the Supervisory Board
The Company's Remuneration Policy does not provide for the granting of monetary or non-monetary benefits to the closest persons of the Management Board or the Supervisory Board as part of the remuneration of the Members of the Management Board and the Supervisory Board.
- Explanation of how the resolution or discussion of the general meeting of shareholders relating to the previous report on remuneration was included in the report
The Ordinary General Meeting of the Company of 17 June 2025, at which the report on the remuneration of the Members of the Management Board and the Supervisory Board of the Company for 2024 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:
Michał Żółtowski
Michał Wnorowski
Marzena Piszczek Paweł Lewicki
Maksymilian Fraszka Marcin Gołębicki
Warsaw, 18 May 2026