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MESSAGE _ENGLISH VERSION_ |
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Information on convening the Extraordinary General Meeting of
Medicalgorithmics S.A. together with the content of draft resolutions
Current report no.: 45/2026
Date: October 22, 2026
Legal basis: Article 56 _1_ _2_ of the Offering Act - current and
periodic information
The Management Board of Medicalgorithmics S.A. with its registered
office in Warsaw _the "Company"_ hereby announces the convening of the
Extraordinary General Meeting of the Company to be held on November 18,
2026, at 2:00 p.m. at the Company's registered office - in Warsaw, at
the office premises located at Al. Jerozolimskie 81, 02-001 Warsaw, on
the 19th floor of the Central Tower building in Warsaw, in accordance
with the announcement attached to this current report.
Attached to this current report, the Company provides the draft
resolutions to be considered at the Extraordinary General Meeting of the
Company _the "General Meeting"_, together with the Management Board
Opinion and a summary of the proposed amendments to the Company's
Articles of Association resulting from draft resolution No. 3/11/2026
and draft resolution No. 4/11/2026.
The Management Board informs that draft resolution No. 3/11/2026
provides for an increase of the Company's share capital through the
issuance of no fewer than 1 and no more than 1,045,339 new Series R
ordinary bearer shares by way of a closed subscription with the
pre-emptive rights of the existing shareholders maintained. The proposed
record date for the exercise of pre-emptive rights is November 30, 2026.
The draft resolution further provides for an amendment to the Company's
Articles of Association, the registration of the individual subscription
rights for Series R shares, the registration of Series R shares in the
securities depository, and the application for admission and
introduction of Series R shares to trading on the regulated market.
Detailed terms and conditions of the Series R share issue have been set
out in draft resolution No. 3/11/2026.
Furthermore, draft resolution No. 4/11/2026 provides for an increase of
the Company's share capital through the issuance of Series S shares, the
complete exclusion of the existing shareholders' pre-emptive rights with
respect to Series S shares, the offering of Series S shares by way of a
private subscription and an amendment to the Company's Articles of
Association _the "Share Capital Increase"_. The Management Board informs
that the adopted opinion justifying the complete exclusion of the
existing shareholders' pre-emptive rights with respect to the new Series
S share issue and the method of determining the issue price of the
Series S shares has been included in the attachment together with the
draft resolution concerning the Series S share issue _the "Management
Board Opinion"_. The Company indicates that the adoption of the proposed
resolution is aimed at obtaining equity financing for the Company,
supporting the further development of its business, implementing its
development plans and strengthening its financial position. Detailed
justification of the reasons for the Share Capital Increase, including
the Company's interest in excluding the shareholders' pre-emptive
rights, as well as information regarding the nature of the Share Capital
Increase and the planned actions related to its implementation, has been
presented in the attached Management Board Opinion.
At the same time, the Management Board of the Company informs that, as
of the date of publication of this report, it does not submit a draft
resolution with respect to item 7 of the agenda concerning the adoption
of resolutions regarding changes in the composition of the Supervisory
Board of the Company. This item was included in the agenda in order to
enable shareholders to submit draft resolutions regarding changes in the
composition of the Supervisory Board in accordance with Article 401 § 4
and § 5 of the Commercial Companies Code. Draft resolutions submitted to
the Company by eligible shareholders prior to the Extraordinary General
Meeting will be promptly made available on the Company's website and
disclosed to the public in the form of a current report, in accordance
with applicable laws.
Full documentation related to the convening of the General Meeting will
be made available on the Company's website at:
https://www.medicalgorithmics.pl from the date of its convening.
Attachments to this report:
1. Announcement of the Management Board of Medicalgorithmics S.A. with
its registered office in Warsaw on the convening of the Extraordinary
General Meeting of the Company,
2. Draft resolutions of the Extraordinary General Meeting of
Medicalgorithmics S.A. with its registered office in Warsaw convened for
November 18, 2026, together with the Management Board Opinion,
3. Summary of the proposed amendments to the Articles of Association of
Medicalgorithmics S.A.
Detailed legal basis: § 20 _1_ points 1 and 2 of the Regulation of the
Minister of Finance dated June 6, 2025, on current and periodic
information provided by issuers of securities and the conditions for
recognizing as equivalent information required by the laws of a
non-member state.
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RB-W: Informacja o zwołaniu Nadzwyczajnego Walnego Zgromadzenia Medicalgorithmics S.A. wraz
z treścią projektów uchwał
