Changes to the Medicalgorithmics S.A. Supervisory Board
Current Report No 25/2018
Date: 26.06.2018
Legal basis: Article 56(1)(2) of the Act on Public Offering – current and periodical information
The Management Board of Medicalgorithmics S.A. (“Issuer”, “Company”) announces that on 26 June 2018, the Annual General Meeting of the Company (“General Meeting”) made changes to the Company’s Supervisory Board.
The General Meeting dismissed all of the existing Supervisory Board Members, i.e. Mr Jan Kunkowski, Mr Piotr Żółkiewicz, Mr Marek Tatar, Mr Marcin Hoffmann and Mr Artur Małek.
Subsequently, the General Meeting appointed the following Supervisory Board Members:
– Mr Marek Tatar;
– Mr Artur Małek;
– Mr Grzegorz Grabowicz;
– Mr Krzysztof Urbanowicz;
– Mr Michał Wnorowski.
From among the new Supervisory Board Members, the General Meeting appointed Mr Michał Wnorowski as Chairman of the Supervisory Board.
Mr Marek Tatar, appointed to the position of Member of the Supervisory Board of the Company, is a graduate and a doctoral student of the Faculty of Law and Administration at the Jagiellonian University, as well as a Legal Counsel. He is a Managing Partner at the Tatar i Wspólnicy sp. k. law firm. Previously, he worked at Elektromontaż nr 2 Kraków S.A., Dom Maklerski PENETRATOR S.A. (1998–2009) and Trigon Dom Maklerski S.A. (2009). Currently, Mr Marek Tatar is also the Chairman of Supervisory Boards at CryptoTech S.A., Sunex S.A. and Supervisory Board Member in Trigon Dom Maklerski S.A. and Termo-Rex S.A.
According to a submitted declaration, Mr Marek Tatar:
– is not engaged in any professional activity which might compete with the Company’s operations;
– does not participate in a competing entity as a partner in a civil-law or private partnership or member of a company or member of a corporate body of a competing legal entity;
– is not entered in the Register of Insolvent Debtors kept pursuant to the Act on the National Court Register;
– meets the criteria of independence from the Company specified in Article 129(3) of the Act of 11 May 2017 on statutory auditors, audit companies and public supervision, as well as the independence criteria specified in Appendix II to Commission Recommendation 2005/162/EC of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board, and the additional independence criteria defined in principle II.Z.4. sentences 2 and 3 of the Best Practice for WSE Listed Companies 2016.
Mr Artur Małek, appointed to the position of Member of the Supervisory Board of the Company, is a graduate of the Faculty of Finance and Banking at the University of Economics in Krakow. Since 2014, he has been Financial Director at Calypso Fitness S.A. Previously, he held the position of Financial Director at Benefit Systems S.A. (2010-2014) and Noblestar Polska Sp. z o.o. (2008-2010). Currently, Mr Artur Małek is also the Deputy Chairman of the Supervisory Board of Amica S.A., Supervisory Board Member in Vistula Group S.A. and Elektrobudowa S.A, Chairman of the Supervisory Board in EFC Fitness S.A. and Management Board Member in MCG Sp. z o.o.
According to a submitted declaration, Mr Artur Małek:
– is not engaged in any professional activity which might compete with the Company’s operations;
– does not participate in a competing entity as a partner in a civil-law or private partnership or member of a company or member of a corporate body of a competing legal entity;
– is not entered in the Register of Insolvent Debtors kept pursuant to the Act on the National Court Register;
– meets the criteria of independence from the Company specified in Article 129(3) of the Act of 11 May 2017 on statutory auditors, audit companies and public supervision, as well as the independence criteria specified in Appendix II to Commission Recommendation 2005/162/EC of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board.
Mr Grzegorz Grabowicz, appointed to the position of Supervisory Board Member, is a graduate of the Management and Marketing Department at the University of Lodz, with a speciality in Accounting (Master’s Diploma in Management and Marketing). In 2010, the completed a programme organised by Nottingham Trent University and the WSB at the University of Poznań, gaining the EMBA (Executive Master of Business Administration) title. He is a qualified Statutory Auditor. Since 2014, he has been a Supervisory Board Member in Skarbiec Holding S.A., and since 2017 also a Supervisory Board Member in LC Corp S.A. Previously, Mr Grzegorz Grabowicz worked in the Audit Department of Deloitte (1998-2003), held the posts of financial controller (2003) and chief financial officer and Vice-President of the Management Board (2004-2017) in Magellan S.A., President of the Management Board (2010-2013) and Chairman of the Supervisory Board (2013-2017) in MEDFinance S.A., as well as Supervisory Board Member in Magellan Czech Republic and Magellan Slovakia (2007-2017).
According to a submitted declaration, Mr Grzegorz Grabowicz:
– is not engaged in any professional activity which might compete with the Company’s operations;
– does not participate in a competing entity as a partner in a civil-law or private partnership or member of a company or member of a corporate body of a competing legal entity;
– is not entered in the Register of Insolvent Debtors kept pursuant to the Act on the National Court Register;
– meets the criteria of independence from the Company specified in Article 129(3) of the Act of 11 May 2017 on statutory auditors, audit companies and public supervision, as well as the independence criteria specified in Appendix II to Commission Recommendation 2005/162/EC of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board.
Mr Krzysztof Urbanowicz, appointed to the position of Supervisory Board Member, is a graduate of the Warsaw University of Technology (Master’s degree in Civil Engineering), the Business School at the Warsaw University of Technology (Master’s degree in Business Management), the University of Warsaw (Master’s degree in Management and Marketing) and the University of Illinois at Urbana-Champaign (MBA). Since 2011, he has been an Advisor to the Management Board in Invena S.A., and since 2016 he has performed the function of President of the Management Board in Elzab S.A. Previously, he served as Vice-president of the Management Board (2015-2016) and Management Board Member in Comp S.A. (2014-2015), President of the Management Board in Elzab S.A. (2010-2015), Deputy Chairperson of the Supervisory Board in Micra Metripond, Kft (2011-2016), Management Board Member in Novitus S.A. (2011), Supervisory Board Member in Elzab S.A. (2010), President of the Management Board and Managing Director in Unipetrol S.A. (2009), Managing Director in Ursa Nordic AB (2005-2007), President of the Management Board in Ursa Polska Sp. z o.o. (2003-2007), Managing Director for Claims Settlement in PZU S.A. (2001-2003), President and Managing Director in VOLVO Auto Polska Sp. z o.o. (1999-2001), Senior Management Consultant (1997-1999) and Head of Sales and Marketing (1993-1996) in SHELL. Currently, Mr Krzysztof Urbanowicz is also a Supervisory Board Member in Pamapol S.A. and Chairman of the Supervisory Board in Elzab Soft Sp. z o.o.
According to a submitted declaration, Mr Krzysztof Urbanowicz:
– is not engaged in any professional activity which might compete with the Company’s operations;
– does not participate in a competing entity as a partner in a civil-law or private partnership or member of a company or member of a corporate body of a competing legal entity;
– is not entered in the Register of Insolvent Debtors kept pursuant to the Act on the National Court Register;
– meets the criteria of independence from the Company specified in Appendix II to Commission Recommendation 2005/162/EC of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board, and the additional independence criteria defined in principle II.Z.4. sentences 2 and 3 of the Best Practice for WSE Listed Companies 2016.
Mr Michał Wnorowski, appointed to the position of Chairman of the Supervisory Board, is a graduate of the SGH Warsaw School of Economics and the University of Economics in Krakow. Currently, he is an independent Supervisory Board Member in the following listed companies: Alumetal, Voxel, Braster, Enter Air, Arteria. He has been professionally active in the financial market since 1995. In 2012-2016, he served as the Investment Director, Funds Manager, responsible for the Long-Term Share Portfolio in the PZU Group. Previously, he served for many years as head of the team for analysis and shareholder supervisor in the PZU Group. He has many years of experience in managing investment projects, market analysis, enterprise analysis and valuation as well as securities portfolio management. He has also been involved in the restructuring and shareholder supervision of companies. He has sat on the Supervisory Boards of: Robyg, Elektrobudowa, Travelplanet.pl, EMC Instytut Medyczny, Armatura Kraków, ARM Property.
According to a submitted declaration, Mr Michał Wnorowski:
– is not engaged in any professional activity which might compete with the Company’s operations;
– does not participate in a competing entity as a partner in a civil-law or private partnership or member of a company or member of a corporate body of a competing legal entity;
– is not entered in the Register of Insolvent Debtors kept pursuant to the Act on the National Court Register;
– meets the criteria of independence from the Company specified in Article 129(3) of the Act of 11 May 2017 on statutory auditors, audit companies and public supervision.
Pursuant to § 17(1) of the Company’s Articles of Association, the term of office Members of the Supervisory Board is a joint, 3-year term and runs from the appointment date, i.e. from 26 June 2018.
Moreover, the Management Board of the Company announces that it shall promptly publish on the Company’s website the professional resumes of the appointed Members of the Supervisory Board.
Detailed legal basis: Clause 5 items 4-5 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