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Medicalgorithmics S.A. Share Issue/Capital Change 2024

Jan 10, 2024

5705_rns_2024-01-10_b6548119-89f5-452c-ac16-c0cf69cf78f2.html

Share Issue/Capital Change

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Subject:Information on registration of amendment to the Company's Articles ofAssociation

Currentreport no.:1/2024

Date ofpreparation:January 9, 2024

Legal basis:Article 56 par. 1 point 2 of the Act on Public Offering - current andperiodic information

The ManagementBoard of Medicalgorithmics S.A. with its registered office in Warsaw(the _quot;Company_quot;) informs that today the Company received adecision dated January 8, 2024 from the District Court for the CapitalCity of Warsaw in Warsaw, XII Commercial Division of the National CourtRegister on the entry of: (i) amendments to the Company's Articles ofAssociation made in connection with the adoption of Resolution No.5/12/2023 dated December 19, 2023. of the Extraordinary General Meetingof Medicalgorithmics S.A., seated in Warsaw, on introduction of theCompany's Incentive Program, conditional increase of the Company's sharecapital and issuance of subscription warrants with complete exclusion ofshareholders' pre-emptive rights with respect to subscription warrantsand shares issued within the framework of conditional capital andamendment of the Articles of Association, dematerialization andapplication for admission and introduction of shares issued within theframework of conditional capital to trading on a regulated marketoperated by the Warsaw Stock Exchange S.A. (the _quot;Resolution_quot;)and (ii) a conditional share capital increase. The nominal value of theconditional share capital increase is: PLN 29,858.40, which is dividedinto no more than 298,584 ordinary shares with a nominal value of PLN0.10 each.

Registration ofthe aforementioned changes was made on the basis of Resolution No.5/12/2023 adopted by the Extraordinary General Meeting of the Company onDecember 19, 2023, the adoption of which was announced by the Company incurrent report 35/2023 dated December 19, 2023.

In connectionwith the provisions of Paragraph 1 of the Resolution, pursuant toParagraph 4 of the Resolution, theArticlesof Associationof the Company were amended sothat a new Paragraph 5a with the following wording was added afterParagraph 5 of the Articles of Incorporation:_#160;_#160;_#160;_#160;_#160;_#160;_#160;

_quot;§ 5a

1.Theconditional share capital of the Company amounts to PLN 29,858.40(twenty-nine thousand eight hundred and fifty-eight zlotys forty cents)and is divided into:_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;

a) not more than99,528 (ninety-nine thousand five hundred and twenty-eight) series Mordinary bearer shares with a nominal value of PLN 0.10 (ten cents) each(_quot;Series M Shares_quot;);_#160;_#160;

b) not more than99,528 (ninety-nine thousand five hundred and twenty-eight) ordinarybearer shares of series N with a nominal value of PLN 0.10 (ten groszy)each (_quot;Series N Shares_quot;);

c) not more than99,528 (ninety-nine thousand five hundred and twenty-eight) ordinarybearer shares of O series with a nominal value of PLN 0.10 (ten groszy)each (_quot;O Series Shares_quot;);_#160;_#160;

2. The purposeof the conditional share capital increase is:_#160;

a) granting theright to subscribe for Series M Shares to holders of Series ASubscription Warrants issued by the Company pursuant to Resolution No.5/12/2023 dated December 19, 2023 of the Extraordinary General Meetingof the Company,_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;

b) granting theright to subscribe for Series N Shares to holders of Series BSubscription Warrants issued by the Company on the basis of ResolutionNo. 5/12/2023 dated December 19, 2023 of the Extraordinary GeneralMeeting of the Company,_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;

c) granting theright to subscribe for Series O Shares to holders of Series CSubscription Warrants issued by the Company on the basis of ResolutionNo. 5/12/2023 dated December 19, 2023 of the Extraordinary GeneralMeeting of the Company._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;

3. The right tosubscribe for Series M Shares, Series N Shares and Series O Shares maybe exercised until December 31, 2029_quot;._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;

Attached to thiscurrent report, the Company provides the consolidated text of theCompany's Articles of Association incorporating the amendment madepursuant to the Resolution.

Detailedlegal basis:

§ 5 point 1 ofthe Regulation of the Minister of Finance of March 29, 2018 on currentand periodic information provided by issuers of securities and theconditions for recognizing as equivalent information required by the lawof a non-member state.

Enclosures:

1. Consolidatedtext of the Articles of Association of Medicalgorithmics S.A.