Current reports

Amended agenda of the Ordinary General Meeting of Medicalgorithmics S.A. convened for 26 June 2019 as a result of a request submitted by the shareholder – Mr Marek Dziubiński

Current Report No 21/2019

Date: 5 June 2019

Legal basis: Article 56(1) (2) of the Act on Public Offering – current and periodical information

The Management Board of Medicalgorithmics S.A. having its registered office in Warsaw (“Company”) informs that on 5 June 2019 the Company received requests from Mr Marek Dziubiński (“Shareholder”), holding at least one twentieth of the Company’s share capital, submitted pursuant to Article 401 §1 of the Code of Commercial Companies to include the following items in the agenda of the Ordinary General Meeting of the Company convened for 26 June 2018 (“General Meeting”):

– Adoption of resolutions which enable the Company to finalise the incentive programme introduced upon Resolution No 8 of Extraordinary General Meeting of the Company held on 26 February 2016 approving the terms and conditions of the incentive programme, including annulment of Resolutions Nos 8-11 of the Extraordinary General Meeting of the Company held on 26 February 2016 concerning approval of the terms and conditions of the incentive programme, issuance of A-series subscription warrants, conditional raising of the share capital by issuance of G-series shares, dematerialization of G-series shares, application by the Company for admission of the shares and their introduction to trading on a regulated market and authorization to conclude an agreement on registering the shares in a securities depository, as well as amendment of the Company’s Articles of Association.

– Adoption of the Rules of Procedure for the Supervisory Board of Medicalgorithmics S.A.

– Adoption of resolutions on consent for the Company to conclude an agreement determining the remuneration for Mr Marek Dziubiński in connection with the collaterals furnished by him to the loan agreement concluded by Medicalgorithmics S. A. with Bank Millennium S. A. and appointment of a proxy of the General Meeting of the Company to conclude the agreement.

The Management Board of the Company submits, as an attachment, the requests from the Shareholder with justification and draft resolutions.

Consequently, new items 18-20 are included in the agenda of the General Meeting and the numbering of the existing item 18 is changed to 21.

Given the foregoing, the Management Board announces a new agenda of the General Meeting:

  1. Opening of the General Meeting;
  2. Election of the Chairman of the General Meeting;
  3. Determining that the General Meeting has been duly convened and is capable of adopting binding resolutions;
  4. Adoption of the agenda of the General Meeting;
  5. Review of the financial statements of Medicalgorithmics S.A. for 2018, the Medicalgorithmics S.A. Directors’ Report for 2018, the consolidated financial statements of the Medicalgorithmics Group for 2018, the Medicalgorithmics Group Directors’ Report for 2018 and the Management Board’s recommendation regarding the distribution of profit for 2018;
  6. Review of the Medicalgorithmics S.A. Supervisory Board’s Report for 2018 together with the report on the results of evaluation of the financial statements of Medicalgorithmics S.A. for 2018, the Medicalgorithmics S.A. Directors’ Report for 2018, the consolidated financial statements of the Medicalgorithmics Group for 2018, the Medicalgorithmics Group Directors’ Report for 2018 as well as review of the Medicalgorithmics S.A. Supervisory Board’s resolution on its opinion concerning the Management Board’s recommendation regarding the distribution of profit for 2018;
  7. Adoption of a resolution on approving the financial statements of Medicalgorithmics S.A. for 2018;
  8. Adoption of a resolution on approving the Medicalgorithmics S.A. Director’s Report for 2018;
  9. Adoption of a resolution on approving the consolidated financial statements of the Medicalgorithmics Group for 2018;
  10. Adoption of a resolution on approving the Medicalgorithmics Group Director’s Report for 2018;
  11. Adoption of resolutions on granting discharge to particular Members of the Management Board of Medicalgorithmics S.A. for 2018;
  12. Adoption of resolutions on granting discharge to particular Members of the Supervisory Board of Medicalgorithmics S.A. for 2018;
  13. Adoption of a resolution on the distribution of profit for 2018;
  14. Adoption of a resolution amending the Articles of Association.
  15. Adoption of a resolution on determining the number of members of the Supervisory Board for the current term of office.
  16. Adoption of a resolution on changes to the composition of the Supervisory Board of the current term of office.
  17. Adoption of a resolution on appointment of a member of the Supervisory Board of the current term of office.
  18. Adoption of resolutions which enable the Company to finalise the incentive programme introduced upon Resolution No 8 of Extraordinary General Meeting of the Company held on 26 February 2016 approving the terms and conditions of the incentive programme, including annulment of Resolutions Nos 8-11 of the Extraordinary General Meeting of the Company held on 26 February 2016 concerning approval of the terms and conditions of the incentive programme, issuance of A-series subscription warrants, conditional raising of the share capital by issuance of G-series shares, dematerialization of G-series shares, application by the Company for admission of the shares and their introduction to trading on a regulated market and authorization to conclude an agreement on registering the shares in a securities depository, as well as amendment of the Company’s Articles of Association.
  19. Adoption of the Rules of Procedure for the Supervisory Board of Medicalgorithmics S.A.
  20. Adoption of resolutions on consent for the Company to conclude an agreement determining the remuneration for Mr Marek Dziubiński in connection with the collaterals furnished by him to the loan agreement concluded by Medicalgorithmics S. A. with Bank Millennium S. A. and appointment of a proxy of the General Meeting of the Company to conclude the agreement.
  21. Closing the General Meeting.