Registration of amendments to the Articles of Association of Medicalgorithmics S.A.
The Management Board of Medicalgorithmics S.A. (“Company”, “Issuer”) hereby announces that on 7 December 2017 it received information regarding the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, registering amendments to the Company’s Articles of Association on 27 November 2017, pursuant to resolution No 3/10/2017 of the Company’s Extraordinary General Meeting of 6 October 2017, the content of which was published by the Company in current report No 30/2017 of 6 October 2017.
Clause 20(11) of the Company’s Articles of Association was amended.
Previous wording:
“appointing Members of the Audit Committee from among Members of the Supervisory Board within the meaning of the provisions of the Act of 7 May 2009 on statutory auditors and their self-regulation and on entities authorised to audit financial statements and on public supervision, whereas for a Supervisory Board consisting of no more than 5 (five) members, the tasks of the Audit Committee shall be performed by the Supervisory Board;”
New wording:
“appointing Members of the Audit Committee, including its Chairperson, from among Members of the Supervisory Board for the term of office the Supervisory Board, subject to the stipulation that if this should be prevented by the generally applicable provisions of law, the tasks of the Audit Committee shall be performed by the Supervisory Board; the Audit Committee shall consist of 3 (three) members, including its Chairperson, the Audit Committee shall act as a collective body and adopt resolutions by absolute majority of the votes cast by its Members attending the meeting; the Audit Committee shall adopt resolutions if at least 2 (two) its Members are present at the meeting and all of its Members have been invited to the meeting; the principles governing others aspects of operation of the Audit Committee may be defined by the Supervisory Board in the form of a regulation; requirements for the qualifications and independence of the Audit Committee Members are governed by generally applicable provisions of law;”
Detailed legal basis: Clause 38(1)(2) of the Regulation of the Minister of Finance dated 19 February 2009 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 (consolidated text: Journal of Laws 2014, item 133, as amended).