Current reports

Amendment to the agenda of the Extraordinary General Meeting of Medicalgorithmics S.A. convened for May 10, 2022 in connection with the shareholder’s request

Current Report No.: 20/2022

Date: 19.04.2022.

Legal basis: Art. 56.1.2 of the Act on Public Offering – current and periodic information

The Management Board of Medicalgorithmics S.A. with its registered office in Warsaw (the “Company”) informs that on April 19, 2022 The Company received from a shareholder, Mr. Marek Dziubiński (the “Shareholder”), holding at least one twentieth of the Company’s share capital – submitted pursuant to Article 401 § 1 of the Commercial Companies Code – a motion to include in the agenda of the Extraordinary General Meeting of the Company convened for May 10, 2022 (“General Meeting”) the following items:

  1. Adoption of a resolution on granting consent to the Company’s acquisition of debt financing;
  2. Adoption of a resolution on the issue of registered subscription warrants, excluding pre-emptive rights of the existing shareholders, a conditional increase of the Company’s share capital through the issue of ordinary series I bearer shares, excluding pre-emptive rights of the existing shareholders, a consequent amendment to the Company’s Articles of Association and applying for admission and introduction of series I shares to trading on a regulated market operated by the Warsaw Stock Exchange;
  3. Adoption of a resolution on granting consent to encumber the Company’s enterprise;
  4. Adoption of a resolution on approval of disposal of the Company’s enterprises;
  5. Changes in the composition of the Supervisory Board.
  6. Determining the number of members of the Supervisory Board.

Justification of the shareholder’s request:

According to the Company’s Current Report No. 18/2022 dated April 12, 2022, the adoption by the General Meeting of the resolutions proposed by the Company’s Board of Directors “is aimed at the effective implementation of the assumed actions announced by the Company in RB 6/2022 […]. Adoption of the resolutions is aimed at enabling the transaction to be carried out in the event that it involves a tight schedule and the transaction proves to be justified in light of the plans and strategies communicated by the Company related to the current operational and financial situation of the Company’s capital group.”.

Whereas, at the same time, in accordance with the Company’s current report No. 6/2022 dated February 4, 2022 Company’s Board of Directors is seeking debt financing, including high-cost debt financing, the Company’s proposed agenda for the Annual Meeting may not be sufficient to ensure that the Company is able to conduct a potential transaction to raise debt financing by the Company.

Given my positive assessment of the Company’s intention to seek additional debt financing, in my opinion it is desirable that the General Meeting of Shareholders passes all resolutions that may be necessary to enable the Company to obtain such financing, including the establishment of security. In view of the lack of offers from financing entities concerning the terms and conditions of granting the financing, in requesting an extension of the agenda I am basing myself on the legal constructions known to me and used in this type of transactions, as well as on the provisions of the Commercial Companies Code and the Company’s Articles of Association. Thus, I consider it reasonable to expand the agenda of the General Meeting by the items indicated in this request. At the same time, it cannot be excluded that, depending on the content of potential offers for debt financing obtained by the Company, adoption of the said resolutions may ultimately prove to be pointless or that the above resolutions may prove to be insufficient.

Enclosed, the Company’s Management Board submits the draft resolutions attached to the request.

In view of the above, the Management Board announces a new agenda for the General Meeting:

  1. Opening the Extraordinary General Meeting.
  2. Adopting the resolution on electing the Chairman of the Extraordinary General Meeting.
  3. Confirmation that the Extraordinary General Meeting has been properly convened and is capable of adopting binding resolutions.
  4. Adoption of a resolution on adopting the agenda of the Extraordinary General Meeting.
  5. Adoption of a resolution on granting consent to the disposal of an organized part of the Company’s enterprise.
  6. Adoption of a resolution on granting consent to the disposal of significant assets of the Company’s capital group.
  7. Adoption of a resolution on consent to the Company carrying out debt financing transactions.
  8. Adoption of a resolution regarding the issue of registered subscription warrants, excluding pre-emptive rights of the existing shareholders, a conditional increase of the Company’s share capital through the issue of ordinary series I bearer shares, excluding pre-emptive rights of the existing shareholders, a consequent amendment to the Company’s Articles of Association and applying for admission and introduction of series I shares to trading on a regulated market operated by the Warsaw Stock Exchange
  9. Adoption of a resolution on granting consent to encumber the Company’s enterprise.
  10. Adoption of a resolution on approval of disposal of the Company’s enterprise.
  11. Changes in the composition of the Company’s Supervisory Board.
  12. Determining the number of members of the Supervisory Board of the Company.
  13. Closing the session of the Extraordinary General Meeting.