10/2018 Announcement on convening the Annual General Meeting of Medicalgorithmics S.A.

Date: 31.05.2018

Legal basis: Article 56(1)(2) of the Act on Public Offering – current and periodical information

The Management Board of Medicalgorithmics S.A. with its registered office in Warsaw at Al. Jerozolimskie 81, 02-001 Warsaw, entered in the Register of Entrepreneurs kept by the District Court for the capital city of Warsaw in Warsaw, 12th Commercial Division of the National Court Register under KRS No 0000372848 (“Company”), acting pursuant to Article 399(1) of the Code of Commercial Companies (“CCC”), hereby convenes the Annual General Meeting of the Company (“General Meeting”) and in accordance with the wording of Art. 402² of the CCC, presents the following information:
I. DATE, TIME AND PLACE OF THE GENERAL MEETING AND A DETAILED AGENDA
The Management Board of the Company convenes the General Meeting for 26 June 2018 at 2:00 pm at the registered office of the Company, i.e. in the office premises at Al. Jerozolimskie 81, on the 19th floor of the Central Tower building in Warsaw, with the following agenda:
Opening of the General Meeting;
Election of the Chairman of the General Meeting;
Determining that the General Meeting has been duly convened and is capable of adopting binding resolutions;
Adoption of the agenda of the General Meeting;
Review of the financial statements of Medicalgorithmics S.A. for 2017, the Medicalgorithmics S.A. Directors’ Report for 2017, the consolidated financial statements of the Medicalgorithmics Group for 2017, the Medicalgorithmics Group Directors’ Report for 2017 and the Management Board’s recommendation regarding the disbursement of dividend and coverage of loss for 2017;
Review of the Medicalgorithmics S.A. Supervisory Board’s Report for 2017 together with the report on the results of evaluation of the financial statements of Medicalgorithmics S.A. for 2017, the Medicalgorithmics S.A. Directors’ Report for 2017, the consolidated financial statements of the Medicalgorithmics Group for 2017, the Medicalgorithmics Group Directors’ Report for 2017 as well as review of the Medicalgorithmics S.A. Supervisory Board’s resolution on its opinion concerning the Management Board’s recommendation regarding the disbursement of dividend and coverage of loss for 2017;
Adoption of a resolution on approving the financial statements of Medicalgorithmics S.A. for 2017;
Adoption of a resolution on approving the Medicalgorithmics S.A. Director’s Report for 2017;
Adoption of a resolution on approving the consolidated financial statements of the Medicalgorithmics Group for 2017;
Adoption of a resolution on approving the Medicalgorithmics Group Director’s Report for 2017;
Adoption of resolutions on granting discharge to particular Members of the Management Board of Medicalgorithmics S.A. for 2017;
Adoption of resolutions on granting discharge to particular Members of the Supervisory Board of Medicalgorithmics S.A. for 2017;
Adoption of a resolution on the coverage of loss for 2017;
Adoption of a resolution on allocating the profit from previous years accumulated within the supplementary capital of Medicalgorithmics S.A. for the payment of dividend for the Company’s Shareholders;
Closing the General Meeting.
II. DATE OF REGISTRATION OF PARTICIPATION IN GENERAL MEETING AND INFORMATION ON THE RIGHT TO PARTICIPATE IN GENERAL MEETINGS
Pursuant to Article 406¹ Clause 1 of the CCC, General Meeting participation registration date is 10 June 2018, i.e. sixteen days before the General Meeting date. The right to participate in the General Meeting and to exercise the voting right only applies to persons who are Shareholders of the Company on the date of registering their participation in the General Meeting, 10 June 2018.
A Shareholder, in order to participate in the General Meeting, should demand – no earlier than after the announcement on convening the General Meeting and no later than on the first working day after the registration day, i.e. no later than on 11 June 2018 – that the entity which maintains the securities account issue a personal certificate of entitlement to attend the General Meeting.
The certificate should contain all the information referred to in Article 406³ Clause 3 of the CCC, namely:
1) the company (name), registered office, address and stamp of the issuing entity and the number of the certificate;
2) the number of shares;
3) the type and code of shares;
4) the company (name), registered office and address of the public company that issued shares;
5) the face value of shares;
6) the first name and surname or company (name) of the entity entitled on account of shares;
7) the registered office (place of residence) and the address of the entity entitled on account of shares;
8) the purpose of issuing the certificate;
9) the date and place of issuing the certificate;
10) the signature of the person authorised to issue the certificate.
The Management Board of the Company shall determine the list of Shareholders entitled to attend the General Meeting in particular on the basis of a list drawn up by Krajowy Depozyt Papierów Wartościowych S.A. in accordance with the regulations of the Act on trading in financial instruments.
A Shareholder of the Company may transfer shares in the period between the date of registration for participation in the General Meeting and the date of completion of the General Meeting.
A Shareholder at the General Meeting should have a document confirming their identity. A Shareholder who is not a natural person may participate in the General Meeting and exercise the voting right via a person entitled to make declarations of intent on their behalf in keeping with the principles of representation or by proxy. The right to represent a Shareholder who is not a natural person should stem from the extract from the relevant register for the Shareholder presented at the time of drawing up the attendance list (submitted as an original or copy certified to be true to the original by a notary), or a series of powers of attorney and an excerpt from the relevant register. Persons representing Shareholders who are not natural persons should have a document confirming their identity at the General Meeting.
Persons entitled to participate in the General Meeting are requested to register and collect voting cards directly in front of the meeting hall 20 minutes before the start of the meeting.
III. PROCEDURES FOR PARTICIPATING IN THE GENERAL MEETING AND EXERCISING VOTING RIGHTS
Information on a Shareholder’s entitlement to demand that specific issues be included on the General Meeting agenda
A Shareholder or Shareholders representing at least one twentieth of the Company’s share capital is/are entitled to demand that specific items be placed on the agenda of the General Meeting. A Shareholder’s or Shareholders’ demand should be submitted to the Management Board of the Company no later than 21 days before the date of the General Meeting, i.e. no later than by 5 June 2018. The demand should include a justification or a draft resolution pertaining to the suggested item on the agenda. The demand may be submitted in writing (i.e. delivered personally subject to a submission receipt or sent to the Company with confirmation of sending and receipt) to the following address: Medicalgorithmics S.A., Al. Jerozolimskie 81, 02-001 Warsaw or in an electronic format (e-mail) by sending an electronic message to the following e-mail address: finanse@medicalgorithmics.com. The submission date of the above demand shall be the date of its receipt by the Company, and if the electronic form is used, the date the demand enters the Company’s electronic mail system (is received by the Company’s e-mail server).
The above demand may be submitted via a correctly completed and signed form, entitled “Request to add a matter to the agenda of the Annual General Meeting of Medicalgorithmics S.A.” found on the Company’s website in the Investor Relations / Stock Exchange / General Meetings section, whereas if the electronic form is used, it is required to send the form and all attached documents as scanned appendices in PDF format. A Shareholder or Shareholders demanding that specific items be placed on the agenda must present, together with the demand, documents confirming their identity and authorisation to demand that specific items be placed on the agenda of the General Meeting, in particular:
1) a deposit certificate issued by the entity which maintains the securities account in accordance with the provisions of the Act on trading in financial instruments, confirming that its addressee is a Shareholder of the Company and holds the appropriate number of shares as on the day of submitting the demand;
2) in the case of a Shareholder who is a natural person – a copy of the identity card, passport or other official document confirming identity;
3) in the case of a Shareholder other than a natural person – a copy of a current excerpt from the relevant register or another document confirming authorisation to represent the Shareholder;
4) for submission of the demand by proxy – a copy of the power of attorney signed by the Shareholder or persons authorised to represent the Shareholder and a copy of the identity card, passport or another official document confirming the identity of the proxy, or if the proxy is other than a natural person – copy of an excerpt from the relevant register confirming the authorisation of the natural person (natural persons) to act on behalf of the proxy and a copy of the identity card or passport or another official document confirming the identity of the natural person (natural persons) authorised to act on behalf of the proxy.
The obligation to attach the documents referred to above applies to Shareholders making the demand both in written and electronic form. Documents should be attached in the form appropriate for the demand (a paper document or a scan thereof and in PDF format). The Company can take appropriate action to identify a Shareholder or Shareholders and verify the validity of the documents sent.
The Management Board of the Company shall, without delay, and no later than eighteen days before the date of the General Meeting, i.e. no later than 8 June 2018, announce changes to the agenda made at the request of the Shareholder or Shareholders. The new agenda shall be announced in a manner correct for the convening of the General Meeting.
Information on a Shareholder’s entitlement to submit draft resolutions concerning items on the agenda of the General Meeting or items which are to be included on the agenda before the General Meeting date
The Shareholder or Shareholders of the Company representing at least 1/20 of the share capital may, before the date of the General Meeting, submit to the Company in writing (i.e. deliver personally subject to a submission receipt or send to the Company with confirmation of sending and receipt) to the following address: Medicalgorithmics S.A., Al. Jerozolimskie 81, 02-001 Warsaw or in an electronic format (e-mail) by sending an electronic message to the following e-mail address: finanse@medicalgorithmics.com – draft resolutions pertaining to issues added to the agenda of the General Meeting or matters which are to be added to the agenda.
The above draft resolutions should be submitted to the Company no later than 24 hours before the date of opening the General Meeting, i.e. by 2:00 pm on 25 June 2018, due to the necessity of their publication by the Company on its website. The submission date of the above notice shall be the date and time of its receipt to the Company, and if the electronic form is used, the date and time the notice enters the Company’s electronic mail system (is received by the Company’s e-mail server).
A Shareholder may submit draft resolutions via a correctly completed and signed form entitled “Submission of a draft resolution pertaining to a matter added to the agenda of the Annual General Meeting of Medicalgorithmics S.A.” found on the Company’s website in the Investor Relations / Stock Exchange / General Meetings section, whereas if electronic means of communication are used, it is required to send the form and all attached documents as scanned appendices in PDF format. A Shareholder or Shareholders putting forward draft resolutions concerning items placed on the agenda of the General Meeting or items which are to be added to the agenda before the General Meeting date must present, together with the request, documents confirming their identity and entitlement to put forward draft resolutions, and in particular:
1) a deposit certificate issued by the entity which maintains the securities account in accordance with the provisions of the Act on trading in financial instruments, confirming that its addressee is a Shareholder of the Company and holds the appropriate number of shares as on the day of submitting the demand;
2) in the case of a Shareholder who is a natural person – a copy of the identity card, passport or other official document confirming identity;
3) in the case of a Shareholder other than a natural person – a copy of a current excerpt from the relevant register or another document confirming authorisation to represent the Shareholder;
4) for submission of the demand by proxy – a copy of the power of attorney signed by the Shareholder or persons authorised to represent the Shareholder and a copy of the identity card, passport or another official document confirming the identity of the proxy, or if the proxy is other than a natural person – copy of an excerpt from the relevant register confirming the authorisation of the natural person (natural persons) to act on behalf of the proxy and a copy of the identity card or passport or another official document confirming the identity of the natural person (natural persons) authorised to act on behalf of the proxy.
The obligation to attach the documents referred to above applies to Shareholders making the demand both in written and electronic form. Documents should be attached in the form appropriate for the demand (a paper document or a scan thereof and in PDF format). The Company can take appropriate action to identify a Shareholder or Shareholders and verify the validity of the documents sent.
The Company immediately announces draft resolutions on the Company website.
Information on a Shareholder’s entitlement to submit draft resolutions concerning items placed on the agenda during the General Meeting
During the General Meeting, each Shareholder can put forward draft resolutions concerning items on the agenda.
Information on the manner for exercising voting rights by proxy, and in particular on the forms used during voting by proxy and the manner for informing the Company using means of electronic communication on establishing a proxy
Shareholders can participate in the General Meeting and exercise the voting right in person or by proxy. A Proxy at the General Meeting should have a document confirming their identity. A Proxy who is not a natural person may participate in the General Meeting and shall exercise the voting right via a person entitled to make declarations of intent on its behalf or by proxy. The right to represent a Proxy who is not a natural person should stem from the extract from the relevant register for the shareholder presented at the time of drawing up the attendance list (submitted as an original or copy certified to be true to the original by a notary), or a series of powers of attorney and an excerpt from an appropriate register.
A person granting a power of attorney on behalf of a Shareholder other than a natural person should be disclosed in the current extract form the register appropriate for the given Shareholder, or its appointment as a representative of a non-natural person Shareholder should result from a resolution of a competent corporate body of that Shareholder authorising him or her to act. The said resolution should be presented as an original or as a copy certified to be a true copy of the original by a notary.
A proxy exercises all the powers of a Shareholder at the General Meeting, unless the power of attorney states otherwise. A proxy can grant a further power of attorney if his or her power of attorney allows this. A proxy can represent more than one Shareholder and vote differently under the shares of each Shareholder.
A Shareholder of the Company holding shares recorded on more than one securities account can appoint separate proxies to exercise rights attached to the shares on each of those accounts.
If a proxy of a Shareholder at the General Meeting is a member of the Management Board, a member of the Supervisory Board, an employee of the Company or a member of the corporate bodies or an employee of a subsidiary of the Company, the power of attorney granted to him or her can entitle him or her to represent the Shareholder only at one General Meeting. The proxy is obliged to disclose to the Shareholder any circumstances indicating the existence or possibility of the existence of a conflict of interests. Granting a further power of attorney is excluded in that event.
The power of attorney to participate in the General Meeting and to exercise voting rights must be made in writing or in an electronic format. Granting a power of attorney in electronic form does not require a secure electronic signature verified with the aid of a valid qualified certificate.
A power of attorney drawn up in a foreign language, except English, should be translated into Polish by a sworn translator. A power of attorney not translated by a sworn translator into Polish shall not have a legal effect.
A form containing a sample power of attorney, entitled “Power of attorney for the Annual General Meeting of Medicalgorithmics S.A.” shall be published on the Company’s website in the Investor Relations / Stock Exchange / General Meetings section.
Granting a power of attorney in an electronic format should be communicated to the Company using means of electronic communication by an e-mail sent to finanse@medicalgorithmics.com so as to facilitate effective verification of the validity of the power of attorney. For this purpose, the power of attorney sent electronically to the Company should be provided as a scan in PDF format. Information on granting a power of attorney should include the exact designation of the proxy and principal (and for natural persons it should include the name, surname, series and number of identity card, address, telephone and e-mail address and for other persons: company (name), registered address, telephone number and e-mail address). Information on granting a power of attorney should also specify the scope of the power of attorney, i.e. indicate the number of shares from which the voting right will be exercised and the date of the General Meeting and the name of the Company.
Once the power of attorney has been granted in electronic form, the Shareholder should promptly deliver to the Company (i.e. deliver personally subject to a submission receipt or send to the Company with confirmation of sending and receipt) to the address: Al. Jerozolimskie 81, 02-001 Warsaw, or using electronic means of communication sent by sending an electronic message to the following e-mail address: finanse@medicalgorithmics.com) copies of documents confirming the Shareholder’s identity (scan in PDF format), in particular:
1) in the case of a Shareholder who is a natural person – a copy of the identity card, passport or other official document confirming identity,
2) in the case of a shareholder other than a natural person – a copy of a current excerpt from the relevant register or another document confirming authorisation to represent the Shareholder and (if applicable) a series of powers of attorney.
Granting a power of attorney in electronic form must be performed at the latest 24 hours before the date of the General Meeting, i.e. by 2:00 pm on 25 June 2018, due to the need to carry out verifying operations. The Company shall take appropriate action to identify the Shareholder and proxy in order to verify the validity of the power of attorney granted in electronic form. This verification may particularly involve a return question, in electronic form or by phone, to the Shareholder or proxy in order to confirm that the power of attorney has been granted, as well as its scope.
A proxy who has been granted a power of attorney in electronic format should submit to the Company, whilst the General Meeting attendance list is being drawn up, a document confirming granting of the power of attorney and a document allowing identification of the proxy.
A template form enabling exercise of voting rights by proxy, containing the data specified in Article 402³ Clause 3 of the CCC, entitled “Form enabling exercise of voting rights by proxy at the Annual General Meeting of Medicalgorithmics S.A.” shall be published on the Company’s website in the Investor Relations / Stock Market / General Meeting section.
If the proxy votes using the above form, he or she must deliver it to the Chairman of the General Meeting no later than before the conclusion of voting on the resolution for which the form is to be used to vote according to the Shareholder’s instruction.
The right to represent a Shareholder who is not a natural person should stem from the extract from the relevant register for the Shareholder presented at the time of drawing up the attendance list (submitted as an original or copy certified to be true to the original by a notary), or a series of powers of attorney and an excerpt from the relevant register.
A person granting a power of attorney on behalf of a Shareholder other than a natural person should be disclosed in the current extract form the register appropriate for the given Shareholder, or its appointment as a representative of a non-natural person Shareholder should result from a resolution of a competent corporate body of that Shareholder authorising him or her to act. The said resolution should be presented as an original or as a copy certified to be a true copy of the original by a notary.
Information on the possibility and manner of participation in the General Meeting using electronic means of communication
The Articles of Association of the Company do not provide for participation in the General Meeting by using electronic means of communication.
Information on the manner of speaking at the General Meeting by using electronic means of communication
The Articles of Association of the Company do not provide for speaking at the General Meeting by using electronic means of communication.
Information on the manner of exercising the right to vote by correspondence or using electronic means of communication
The Company has not established General Meeting Terms and Conditions which would provide for correspondence voting. The Company does not anticipate voting at the General Meeting by using electronic means of communication.
IV. POSSIBILITY TO OBTAIN INFORMATION PERTAINING TO A GENERAL MEETING
Information pertaining to the General Meeting, draft resolutions of the General Meeting, full documentation which is to be submitted to the General Meeting together with forms shall be made available on the Company’s website: http://www.medicalgorithmics.com/pl/ in the Investor Relations / Stock Market / General Meeting section as of the date of announcing the General Meeting.
A Shareholder entitled to participate in the General Meeting can obtain, in paper form, the full text of documentation to be presented to the General Meeting as well as draft resolutions, or the Management Board’s or Supervisory Board’s comments from the Management Board Secretariat at the Company’s registered address: Al. Jerozolimskie 81, 02-001 Warsaw, between 10:00 am and 3:00 pm on business days.
Furthermore, pursuant to Article 407 Clause 2 of the CCC, a Shareholder of the Company has the right to demand copies of motions concerning issues on the agenda one week before the General Meeting, i.e. from 19 June 2018.
V. ELECTRONIC COMMUNICATION OF THE SHAREHOLDER WITH THE COMPANY
Taking into account the restrictions provided for in the Code of Commercial Companies and the present notice, the Company’s Shareholders can contact the Company and in particular submit requests, demands and send notices and documents by electronic means of communication to the following e-mail address: finanse@medicalgorithmics.com.
Shareholders making use of electronic communication means to contact the Company bear the exclusive risk connected with using them.
If a Shareholder sends to the Company by electronic means documents which were originally drawn up in a language other than Polish, except for English, the Shareholder shall attach a translation into Polish prepared by a sworn translator. All documents sent electronically by a Shareholder to the Company, as well as by the Company to a Shareholder, should be scanned in PDF format.
The course of the General Meeting shall be recoded and made available in audio format on the Company’s website.
VI. LIST OF SHAREHOLDERS
The list of Shareholders entitled to participate in the General Meeting shall be available at the Company’s registered office in Warsaw at Al. Jerozolimskie 81, between 10:00 am and 3:00 pm, 3 business days before the General Meeting, i.e. on 21, 22 and 25 June 2018.
Company Shareholders may request that the list of Shareholders entitled to participate in the General Meeting be sent to them via e-mail, free of charge, by providing their own e-mail address to which the list is to be sent. The request shall be made in writing, signed by the Shareholder or by persons authorised to represent the Shareholder and sent in the form of a scan to the following e-mail address: finanse@medicalgorithmics.com or to the Company’s address: Al. Jerozolimskie 81, 02-001 Warsaw. Copies of documents confirming the identity of the Shareholder or persons acting on behalf of the Shareholder (in particular copies of: identity card, excerpt from a relevant register or power of attorney) and the fact of holding Company shares should be attached to the request.
VII. ADDRESS OF THE WEBSITE ON WHICH INFORMATION CONCERNING THE GENERAL MEETING WILL BE MADE AVAILABLE
All information concerning the General Meeting and the forms are made available on the Company’s website: http://www.medicalgorithmics.com/pl/ in the Investor Relations / Stock Market / General Meeting section.
VIII. INFORMATION ON THE TOTAL NUMBER OF SHARES AND THE VOTING RIGHTS UNDER THOSE SHARES ON THE GENERAL MEETING PUBLICATION DAY
As at the date of publication of the General Meeting, the total number of shares of the Company of all issues (series A, B, C, D, E and F) is 3,606,526 shares, which represents a total of 3,606,526 votes at the General Meeting. All shares in the Company are ordinary bearer shares.
IX. PERSONAL DATA
The controller of Shareholders’ and their proxies’ personal data is Medicalgorithmics S.A. with its registered office at Al. Jerozolimskie 81, 02-001 Warsaw (“Company”). The Company has appointed a Personal Data Administrator who can be contacted at the following e-mail address: compliance@medicalgorithmics.com or by writing to the address stated above, with the annotation “Personal Data Administrator”.
The Company obtains the Shareholders’ personal data, as disclosed on the list of Shareholders entitled to participate in the General Meeting, from Krajowy Depozyt Papierów Wartościowych S.A. with its registered office in Warsaw (the Central Securities Depository of Poland – “KDPW”). The Company obtains the proxies’ personal data from the Shareholders or the proxies or directly from the data subjects.
The provision of data by KDPW is based on relevant provisions of law. Provision of personal data by the proxies is a prerequisite for the Shareholder being represented at the General Meeting and failure to provide such data shall prevent the proxy from being allowed to participate in the General Meeting.
The data shall be processed for the purposes of satisfying legal requirements (legal basis: complying with a legal requirement imposed on the controller). The data shall be retained for the duration of the Company.
The Company advises of CCTV cameras located near the entrance to/exit from the Company’s registered office, i.e. the venue of the General Meeting. Footage from the CCTV system is processed only for the purposes of ensuring participants’ safety, protecting property and maintaining the secrecy of information whose disclosure could be detrimental to the Company (legal basis: a legitimate interest of the controller). Footage from the CCTV system shall be retained for approx. 90 days from the date of being recorded. In the event of data being used as evidence in lawfully conducted proceedings or the Company being notified that data may be used as evidence in proceedings, the time limits specified above shall be extended until the proceedings are validly closed.
Every data subject has the right to request access to their personal data, rectification, removal, restriction of processing and portability of such data, as well as to lodge a complaint with the supervisory authority (the President of the Office for Personal Data Protection). Furthermore, every data subject has the right to object to the processing of his or her personal data on the basis of the controller’s legitimate interest.
Detailed legal basis: Clause (19)(1)(1) of the Regulation of the Minister of Finance dated 29 March 2018 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Journal of Laws of 2018)