Supervisory Board

The Supervisory Board of Medicalgorithmics S.A. consists of at least five and no more than nine members appointed for a joint three-year term. Principles of its operation are regulated in detail in the Articles of Association.

Composition of the Supervisory Board

Michał Wnorowski, Chairperson of the Supervisory Board 

Michał Wnorowski 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 on the financial market since 1995. In 2012-2016, he served as the Investment Director, managing 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.

Marek Tatar, Member of the Supervisory Board

He is a graduate and a doctoral student in the Faculty of Law and Administration at the Jagiellonian University, Attorney-at-law. He is a Managing Partner at the Tatar i Wspólnicy sp. k. law firm. Earlier he worked at the company of Elektomontaż nr 2 Kraków S.A., Dom Maklerski PENETRATOR S.A. and in Trigon Dom Maklerski S.A. Currently, 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.

Artur Małek, Member of the Supervisory Board

Artur Małek is a graduate of the Cracow University of Economics, the Faculty of Finance and Banking, as well as of a Postgraduate Program at the Cracow University of Economics’ School of Entrepreneurship and Management, Faculty of Accounting and Finance. MBA graduate of ICAN Institute and Oxford Brookes University — The Strategic Leadership Academy in Warsaw.

Since 2014 he has been a Financial Director at Calypso Fitness S.A. Previously, he held the position of a Financial Director at Benefit Systems S.A. and Noblestar Polska Sp. z o.o. Currently, Artur Małek is also a Member of the Supervisory Board of Vistula Group S.A. and Elektrobudowa S.A., Vice-Chairperson of the Supervisory Board at Amica S.A., Chairperson of the Supervisory Board at EFC Fitness S.A. and a Member of the Management Board at Fitness MCG Sp. z o.o.

Previously, Artur Małek held the following positions: President of the Management Board at Benefit IP sp. z o.o., President of the Management Board at Benefit Multimedia sp. z o.o., President of the Management Board at Benefit Intellectual Property sp. z o.o., President of the Management Board at MBG Investment sp. z o.o., Vice-President of the Management Board at Benefit Partners sp. z o.o., Member of the Management Board at Noblestar Polska sp. z o.o. He sat on the Supervisory Boards at: Fabryka Formy SA, MEW SA, Vanity Style sp. z o.o., FitSport Polska SA, Instytut Rozwoju Fitness sp. z o.o.

Krzysztof Urbanowicz, Member of the Supervisory Board

Krzysztof Urbanowicz is a graduate of the Warsaw University of Technology and the University of Warsaw, the Business School at the Warsaw University of Technology (MBA) and the University of Illinois at Urbana-Champaign (MBA). Since 2016 he’s been the President of the Management Board at Elzab S.A. Currently, Krzysztof Urbanowicz is also a Supervisory Board Member in Pamapol S.A. and a Chairman of the Supervisory Board in Elzab Soft Sp. z o.o.

Previously, he held the following positions: Vice-President of the Management Board and a Member of the Management Board at Comp S.A., Member of the Management Board at Novitus S.A., Chairman of the Supervisory Board at Micra-Metripond Kft, President of the Management Board at Elzab SA, Member of the Supervisory Board at Elzab SA., President of the Management Board and a Managing Director at Unipetrol SA, Managing Director at Ursa CEE and Nordic AB, President of the Management Board at Ursa Polska Sp. z o.o., Managing Director for claims settlement at PZU S.A., President of the Management Board and a Managing Director at VOLVO Auto Polska Sp. z o.o., Senior Management Consultant at Shell International Petroleum Company UK and a Director for Sales and Marketing at Shell. He is a graduate of numerous managerial courses, including the Advanced Management Programme IESE in Spain, the Senior Directorship Program INSEAD in France and St Gallen University in Switzerland.

Grzegorz Grabowicz, Member of the Supervisory Board

A graduate of the Management and Marketing Department at the University of Lodz, with a specialization in Accounting (Master’s Diploma in Management and Marketing). In 2010, he completed a programme organized 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. Currently, he is a Supervisory Board Member in Skarbiec Holding S.A., and also a Supervisory Board Member in LC Corp S.A. Previously, Grzegorz Grabowicz worked in the Audit Department of Deloitte, held the posts of financial controller and chief financial officer and Vice-President of the Management Board at Magellan S.A., President of the Management Board and Chairman of the Supervisory Board at MEDFinance S.A., as well as a Supervisory Board Member at Magellan Czech Republic and Magellan Slovakia.

Audit Committee

The Audit Committee has been appointed as an advisory body acting collectively within the structure of the Supervisory Board. With the members indicated below the Audit Committee meets the criteria of independence from the Company and other requirements specified in Article 129 of the Act of 11 May 2017 on statutory auditors, audit companies and public supervision (Dz.U. z 2017 r. poz. 1089 [Journal of Laws of 2017, item 1089]).

Members

Grzegorz Grabowicz – Chairman of the Audit Comittee

Michał Wnorowski – Member of the Audit Comittee

Artur Małek – Member of the Audit Comittee

REPRESENTATIONS AND INFORMATION REGARDING MEETING THE CRITERIA OF INDEPENDENCE

In accordance with representations given, Members of the Supervisory Board of Medicalgorithmics S.A. do not perform activities competitive to the activities carried out by the Company, do not participate in a competing entity as partners in a civil-law or private partnership or joint-stock company, and do not participate in a competing legal entity as members of its corporate body. They are not entered in the Register of Insolvent Debtors kept pursuant to the Act on the National Court Register.

All Members of the Supervisory Board meet 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.

Marek Tatar, Artur Małek, Krzysztof Urbanowicz and Grzegorz Grabowicz also meet 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. Marek Tatar and Krzysztof Urbanowicz meet the additional independence criteria defined in principle II.Z.4. sentences 2 and 3 of the Best Practice for WSE Listed Companies 2016.