Answers to the shareholder’s questions pursuant to Art. 428 § 6 of the Commercial Companies Code.
Current report no. 60/2022
Date: October 21, 2022
Legal basis: Art. 56 sec. 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”) provides the content of the answers to the questions asked on October 20, 2022 by the shareholder of UNIQA Otwarty Fundusz Emerytalny pursuant to Art. 428 § 6 of the Commercial Companies Code:
Question no.1: does the Supervisory Board of Medicalgorithmics S.A. adopted a resolution on the transaction consisting in the acquisition of newly issued shares of the Company in the number constituting 49.99% of the share capital of the Company by Biofund Capital Management LLC?
Answer No. 1: The Company informs that the Supervisory Board of the Company adopted on October 1, 2022 a resolution on expressing a positive opinion as to the conclusion by the Company of the subject transaction consisting in taking up by Biofund Capital Management LLC of the newly issued shares of the Company.
Question no.2: does the Supervisory Board of Medicalgorithmics S.A. adopted a resolution on a recommendation to the Extraordinary General Meeting of Shareholders in relation to the resolution on increasing the Company’s share capital by issuing series I, J, K and L shares, depriving the existing shareholders of pre-emptive rights and offering shares by way of private subscription to a specific entity, and amendment to § 5 sec. 1 and 2 of the Articles of Association (draft Resolution No. 4/10/2022 of October 28, 2022, EGMS of Medicalgorithmics S.A.)?
Answer No. 2: The Company informs that the Supervisory Board of the Company adopted on October 1, 2022 a resolution on expressing a positive opinion on all draft resolutions proposed by the Management Board included in the agenda of the Extraordinary General Meeting convened for October 28, 2022, including the draft resolutions on increasing the share capital of the Company by issuing series I, J, K and L shares in connection with the planned transaction with Biofund Capital Management LLC.
Question no. 3: can we ask for copies of such resolutions?
Answer No. 3: The Company informs that the above-mentioned Supervisory Board resolutions contain a detailed information, the disclosure of which could violate the Company’s business secrets, and which at the same time – in the legitimate understanding of the Company – do not constitute information necessary to ensure that shareholders properly recognize the matters included in the agenda of the Extraordinary General Meeting convened on October 28, 2022. Thus, in particular pursuant to Art. 428 § 2 of the Commercial Companies Code, the Company is obliged to refuse to provide the shareholder with copies of the Supervisory Board resolutions in question.
Detailed legal basis: § 19 para. 1 point 12 of the Regulation of the Minister of Finance on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the law of a non-member state.