Current report no.: 29/2025
Date: October 6, 2025
Legal basis: Article 56 (1) (2) of the Offering Act – current and periodic information
Management Board of Medicalgorithmics S.A. with its registered office in Warsaw (the “Company”) hereby informs about the convening of the Extraordinary General Meeting of the Company on November 3, 2025, at 2:00 p.m. at the Company’s seat – at the office at Al. Jerozolimskie 81, 02-001 Warsaw, on the 18th floor of the Central Tower building in Warsaw, in accordance with the content of the announcement attached to this current report.
Attached to this current report, the Company provides the content of draft resolutions to be discussed at the convened Extraordinary General Meeting of the Company (the “General Meeting”), together with an attachment in the form of proposed amendments to the Company’s Articles of Association as a result of the amendment to the incentive program adopted in the Company (“Incentive Program”). The Management Board informs that the adopted opinion justifying the deprivation of the shareholders’ pre-emptive right in its entirety in connection with the planned adoption by the General Meeting of a resolution on the introduction of the Incentive Program in the Company (in connection with its amendment) has been included in the attachment together with the draft resolution concerning item 8 of the agenda. Full documentation related to the convening of the General Meeting will be published on the Company’s website at: https://www.medicalgorithmics.pl/ starting from the date of its convening.
The Company indicates that the adoption of the proposed resolutions is aimed at introducing changes to the Company’s Incentive Program. The incentive mechanisms in the form presented in the amended draft of the Incentive Program were proposed by the Management Board and subsequently submitted for review by the Nomination and Remuneration Committee as well as the Company’s Supervisory Board and received a positive opinion. In the opinion of the Management Board, the amended Incentive Program will better fulfill its motivational functions and more effectively support the Company’s business objectives, thereby contributing more efficiently to the overarching goal of long-term value growth for the Company’s shareholders.
In accordance with the request of the shareholder – Biofund Capital Management LLC (“BioFund”), the agenda of the General Meeting included an item concerning the adoption of a resolution on the appointment of Mr. Marcin Gołębicki to the Supervisory Board of the Company and another related item covered by the request – on determining the number of members of the Supervisory Board of the Company in connection with the appointment of a new member of the Supervisory Board of the Company. The agenda adopted by the Management Board takes into account the shareholder’s request (in items 5 and 6 of the agenda), and the published draft resolutions take into account the drafts submitted by the shareholder (announced draft resolutions No. 3/11/2025 and No. 4/11/2025).
The application was accompanied by a resume (BIO) of the candidate – Mr. Marcin Gołębicki, consent to the candidacy and appointment of Mr. Marcin Gołębicki, as an independent member, to the Supervisory Board of the Company and a statement of the candidate’s independence. In addition, the candidate has submitted to the Company a declaration of compliance with the criteria for the independence of a member of supervisory boards set out in Annex II to the European Commission Recommendation 2005/162/EC of 15 February 2005 on the role of non-executive directors or members of the supervisory board of listed companies and (supervisory) board committees and additional requirements set out in the Best Practices for WSE Listed Companies.
Detailed legal basis: § 19 (1) (1) and (2) of the Regulation of the Minister of Finance of March 29, 2018, on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state.