Information on registration of amendments to the Company’s Articles of Association
Current report no.: 67/2022
Date of preparation: November 29, 2022
Legal basis: Article 56 par. 1 point 2 of the Act on Public Offering – current and periodic information
Management Board of Medicalgorithmics S.A. with its registered office in Warsaw (“Company“), hereby informs that today it has received an information about the registration on November 29, 2022 by the District Court for the capital city Warsaw in Warsaw, 12th Commercial Division of the National Court Register, of the amendments to the Company’s Articles of Association made in connection with the adoption of: (i) Resolution No. 4/10/2022 of the Extraordinary General Meeting of the Company of October 28, 2022 on increasing the Company’s share capital by issuing series I, J, K and L shares, on depriving the existing shareholders of the pre-emptive right and on offering shares by way of private placement to a specific entity and amending § 5 sec. 1 and 2 of the Articles of Association and (ii) Resolution No. 5/10/2022 of the Extraordinary General Meeting of the Company of October 28, 2022 on amending the Company’s Articles of Association (“Resolutions“).
Pursuant to the Resolutions, § 5 sec. 1 and 2 of the Articles of Association have been amended, giving it the following wording:
“1. The Company’s share capital amounts to PLN 995,276.90 (nine hundred and ninety-five thousand two hundred and seventy-six zlotys and ninety groszy).
The Company’s share capital consists of 9,952,769 (nine million nine hundred fifty-two thousand seven hundred and sixty-nine) ordinary shares with a nominal value of PLN 0.10 (ten groszy) each, including:
a) 1,747,200 (one million seven hundred forty-seven thousand two hundred) series A bearer shares,
b) 508,200 (five hundred eight thousand two hundred) series B bearer shares,
c) 236,926 (two hundred thirty-six thousand nine hundred and twenty-six) series C bearer shares,
d) 929,600 (nine hundred twenty-nine thousand six hundred) series D bearer shares,
e) 33,600 (thirty-three thousand six hundred) series E bearer shares,
f) 151,000 (one hundred fifty one thousand) series F bearer shares,
g) 721,303 (seven hundred twenty one thousand three hundred three) series G bearer shares,
h) 648,556 (six hundred forty-eight thousand five hundred and fifty-six) series H bearer shares,
i) 995,276 (nine hundred ninety five thousand two hundred seventy six) bearer shares series I,
j) 1,194,331 (one million, one hundred and ninety-four thousand, three hundred and thirty-one) series J registered shares,
k) 1,433,197 (one million four hundred thirty three thousand one hundred ninety seven) registered shares K-series,
l) 1,353,580 (one million three hundred fifty-three thousand five hundred and eighty) series L registered shares.”
After the registration of the share capital increase, the current amount of the Company’s share capital is PLN 995,276.90, divided into 9,952,769 ordinary shares with a nominal value of PLN 0.10 each.
The total number of votes resulting from all issued shares of the Company is 9,952,769 votes at the General Meeting of the Company.
In addition, on the basis of the Resolutions, the following has taken place:
A. an amendment to the content of § 5 sec. 4 of the Articles of Association by giving it the following wording:
“4. The company may issue bearer shares or registered shares. The Management Board of the Company is entitled to change the type of series J, K and L shares from registered shares to bearer shares in accordance with the general provisions of law.”
B. a repeal in whole of § 9 of the Articles of Association;
C. an addition of a new point in § 20 of the Articles of Association, i.e. point 10a) with the following wording:
“10a) granting consent for the Company to conclude a contract, other transaction or several related contracts or other transactions not provided for in the Company’s budget, the total value of which exceeds PLN 2,000,000,”
D. an amendment to the content of § 20 point 15 of the Articles of Association by giving it the following wording:
“15) granting consent to the Management Board for:
a) taking up or purchasing shares or shares in another company or joining a partnership or participating in other entities by the Company or a company from the Company’s capital group (within the meaning of international accounting standards adopted in accordance with Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of of July 19, 2002 on the application of international accounting standards) (“Group Company”),
b) disposal or encumbrance of shares or stocks of another company,
c) purchase or sale of fixed assets of the Company or a Group Company, the value of which exceeds 3% of the value of the Company’s fixed assets, subject to letter d,
d) purchase of financial assets by the Company or a Group company of an investment nature, excluding securities guaranteed by the State Treasury,
e) incurring by the Company or a Group company loans or credits not provided for in the annual budget, as well as granting sureties or incurring liabilities by the Company under guarantees, the value of which exceeds 3% of the Company’s assets,
f) payment of an advance on the dividend,
g) granting a commercial proxy,
h) conclusion by the Company of an agreement with the underwriter, i.e. the agreement referred to in Art. 433 paragraph 5 of the Code of Commercial Companies,
i) issue of convertible bonds and bonds with pre-emptive rights by the Company or a Group Company,
j) disposal of the Company’s enterprise or a Group Company or its organized part;
k) sale, encumbrance, including the establishment of a license with the right to sublicense or sublicense, or the establishment of an exclusive license, of any intellectual or industrial property rights, regardless of whether they are registered or not, which the Company is entitled to use – excluding licenses granted for to the distributors of the Company’s products and services under distribution agreements concluded by the Company in the ordinary course of the Company’s business, but in any case without excluding licenses with the licensee’s right to grant further licenses or sub-licences, which require the consent of the Management Board under this point.”
Attached to this current report, the Company provides the consolidated text of the Company’s Articles of Association, taking into account the changes made pursuant to the Resolutions.
Detailed legal basis: § 5 point 1 of the Regulation of the Minister of Finance of March 29, 2018 on current and periodic information provided by issuers of securities and the conditions for recognizing as equivalent information required by the law of a non-member state.