Second notice of intended merger of Diagnostyka S.A. and Diagnostyka Digital Hub sp. z o.o.

Second notice of intended merger of Diagnostyka S.A. and Diagnostyka Digital Hub sp. z o.o.

Legal basis: Other regulations

Date: 13 October 2025

Acting pursuant to Article 504(1) of the Commercial Companies Code, the Management Board of Diagnostyka S.A. (the “Company” or “Diagnostyka”) hereby gives the second notice to shareholders of the intention to merge Diagnostyka S.A. with its subsidiary Diagnostyka Digital Hub spółka z ograniczoną odpowiedzialnością of Kraków, entered in the National Court Register (KRS) under No. 0000658573 (“DDH”).

Diagnostyka S.A. holds 100% of the share capital of DDH.

The merger will be effected pursuant to Article 492(1)(1) in conjunction with Article 516(6) of the Commercial Companies Code, by way of the transfer of all assets of DDH (the acquiree) to the Company (the acquirer), without any increase in the Company’s share capital or any amendment to its Articles of Association.

On 23 September 2025, the Company and DDH agreed upon and executed a written merger plan, which has been made publicly available on the Company’s website at: https://grupadiagnostyka.pl/dla-inwestorow.

The merger is subject to approval by the General Meetings of the Company and DDH. In order to adopt the Merger Resolution, the Company will convene its General Meeting, of which shareholders will be notified by means of a separate current report.

Pursuant to Article 505(3)(1) of the Commercial Companies Code, until the conclusion of the General Meetings of the Company and DDH, the following documents will be made available for inspection by shareholders:

• the Merger Plan together with its annexes;
• the financial statements and directors’ reports on the operations of both merging companies for the last three financial years, together with the auditors’ reports (where applicable);

– these documents will be continuously available in electronic form (with an option to download and print) until the conclusion of the General Meetings of the Company and DDH convened to adopt the resolutions on the Merger, on the Company’s website at: https://grupadiagnostyka.pl/dla-inwestorow.

The report has been prepared pursuant to Article 504(1) of the Commercial Companies Code of 15 September 2000 (consolidated text: Dz.U. of 2024, item 18, as amended).

For the Company:

Jakub Swadźba – CEO, President of the Management Board

Paweł Chytła – Vice President of the Management Board