Median Technologies : Report of the Board of Directors on the Ordinary Resolutions – OEGM dated June 14 2022

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MEDIAN TECHNOLOGIES

A French Société anonyme with a share capital of EUR 774,672.45 Registered office: Les 2 Arcs, 1800 Route des Crêtes 06560 Valbonne

RCS Grasse N° 443 676 309 (Hereinafter the "Company")

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MANAGEMENT REPORT OF THE BOARD OF DIRECTORS

FINANCIAL YEAR ENDED ON DECEMBER 31, 2021

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Dear Shareholders,

We have called the Shareholders' General Annual Ordinary Meeting this day in accordance with the provisions of the by-laws and with the provisions of the French Commercial Code to submit to your approval the annual accounts for the financial year closed on December 31, 2021, as well as the allocation of the result that we shall recommend to you after presenting to you the Company's activity during the said financial year.

The Auditor's Report on the annual accounts for the financial year closed on December 31, 2021, the Auditor's Special Report as well as his other reports, the Management Report of the Board of Directors and the related additional information, and in general, all the documents required by the applicable law and the regulations in force have been placed at your disposal at the registered office in accordance with the applicable terms and within the required time for you to consult.

After having read the Management report, the Auditor's reports shall be presented to you to complete your information.

We hereby remind you that you are invited to take decisions on the following items on the agenda:

• Management report of the Board of Directors including the report on the corporate governance;
• Report of the Board of Directors on extraordinary decisions;
• Report of the Board of Directors on consolidated accounts;
• Special report of the Board of Directors on the allocation of stock options;
• Special report of the Board of Directors on the allocation of free shares;
• Reports of the Statutory Auditors;
• Special report of the Statutory Auditors on the regulated agreements referred to in article L.225-38 and seq. of the French Commercial Code;
• Annual Ordinary General Meeting:

1. Approval of the accounts for the financial year closed on December 31, 2021;
2. Approval of the accounts for the financial year closed on December 31, 2021 presented according to IFRS standards;
3. Allocation of the result;
4. Approval of the regulated agreements as referred to in article L.225-38 and seq. of the French Commercial Code;
5. Discharge to Mr. Fredrik BRAG;
6. Discharge to Mr. Oran MUDUROGLU;
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1. Discharge to Mr. Tim HAINES;
2. Discharge to Mr. Kapil DHINGRA;
3. Discharge to Mr. Oern STUGE;
4. Setting of the Directors' remuneration for 2022 (article L.225-45 of the French Commercial Code);
5. Authorization to be granted to the Board of Directors to purchase shares of the Company within the context of the provisions of article L.22-10-62 of the French Commercial Code;

• Extraordinary General Meeting:

1. Authorization to reduce the share capital by cancelation of treasury shares in accordance with the provisions of Article L.22-10-62 of the French Commercial Code;
2. Authorization to be given to the Board of Directors to increase the share capital by issuance of shares or securities that are equity securities giving access to other shares or entitling the allocation of debt securities and/or securities granting access to the share capital of the Company, with preferential right;
3. Authorization to be given to the Board of Directors to increase the share capital of the Company by issuance of shares or securities that are equity securities giving access to other shares or entitling the allocation of debt securities and/or securities granting access to the share capital of the Company without preferential right in the context of a public offering;
4. Authorization to be given to the Board of Directors for the issuance of shares and securities that are equity securities giving access to other shares or entitling the allocation of debt securities and/or securities granting access to the share capital of the Company without preferential right in the context of offering referred to in article L.411-2, 1° of the French Monetary and Financial Code;
5. Authorization to be given to the Board of Directors to increase the share capital by issuance of shares and/or securities that are equity securities giving access to other shares or entitling the allocation of debt securities and/or securities granting access to the share capital of the Company without preferential right for the benefit of a category of persons in accordance with the provisions of article L.225-138 of the French commercial Code;
6. Authorization to the Board of Directors to increase the number of shares to be issued in the event of a capital increase with or without preferential subscription rights;
7. Setting of an aggregate upper limit for capital increases delegated under the previous resolutions;
8. Authorization to be given to the Board of Directors in order to grant to the beneficiaries it shall identify, in compliance with applicable laws and regulations, existing shares or shares to be issued up to a maximum of 10% of the share capital of the Company pursuant to articles L.225-197-1 and seq. and L.22-10-59 and seq. of the French Commercial Code;
9. Authorization to be given to the Board of Directors in order to grant stock options pursuant to articles L.225-177 and seq. and L.22-10-56 and seq. of the French Commercial Code;
10. Authorization to the Board in order to decide a capital increase reserved for employees of the Company;
11. Cancelation of the authorizations granted to the Board of Directors by the General Shareholders' Meeting dated June 1st, 2021;
12. Authorization to be given to the Board of Directors for the issuance of reserved shares of the Company and securities giving access to capital of the Company;
13. Cancellation of the shareholder's preferential subscription right in relation to the previous authorization in favor of named persons;
14. Power for formalities.

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Translation for information purposes only

1. MANAGEMENT REPORT

The duration of the financial year ended December 31, 2021 was 12 months.

You will hear the reading of the reports prepared by Company's Auditor pursuant to his duties.

All documents required by law have been communicated or made available to you in accordance with the conditions and in the time limits provided for by the legal, regulatory and statutory provisions.

The rules of presentation and the accounting valuation methods comply with the regulations in force.

1. SITUATION AND COMPANY'S ACTIVITY

A. Situation of the Company during the financial closed on December 31, 2021

During the 2021 financial year, the Company's turnover amounted to EUR 14,120,003.

As of December 31, 2021, the Company had 136 employees.

During the 2021 financial year, the Company comprised an average of 121 employees, composed of 56 women and 65 men on average.

Please note that:

• The turnover for the year amounted to EUR 14,120,003 compared to EUR 11,009,981 for the previous year;
• The revenues from operations amounted to EUR 14,486,948 compared to EUR 11,232,318 for the previous year;
• The operating costs for the year amounted to EUR 27,564,546 compared to EUR 21,782,043 for the previous year;
• The operating income amounted to EUR (13,077,598) compared to EUR (10,549,724) for the previous year;
• The financial income amounted to EUR (680,035) compared to EUR (765,963) for the previous year;
• The exceptional items amounted to EUR 210,373 compared to EUR 158,518 for the previous year;
• The net income for the year amounted to EUR (11,994,429) compared to EUR (9,737,238) for the previous year.

The financial result is a loss of € (680,035) which includes interests relating to the EIB financing for an amount of € 937,950. Other financial charges mainly include negative exchange differences.

The net income includes a research tax credit and an innovation tax credit for an amount of EUR 1,552,832. This amount is relative to the 2021 calendar year.

On December 31, 2021, the Company had a cash flow of EUR 36,159,866 compared to EUR 13,726,809 for the previous year.

The wages and salaries amounted to EUR 9,343,711 compared to EUR 7,421,120 for the previous year.

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Social contributions amounted to EUR 4,135,781 compared to EUR 3,305,600 for the previous year.

B. Analysis of the financial situation against liabilities

At the end of 2021, the financial liabilities of the Company amounted to EUR 16,574,687.

The available cash amounted to € 36,159,866 as of December 31, 2021.

On March 25, 2021, Median technologies carried out a share capital increase through a private placement, opened to qualified investors as well as a restricted circle of investors according to article L.411-2, 1° of the French Monetary and Financial Code, launched on the day before and carried out via an accelerated book-building. 2,446,285 new shares were created at a EUR 11.50 price per share, premium included (representing an 8.17% discount compared to the average closing price recorded during the last twenty trading days, amounting to € 12.52), i.e. EUR 0.05 of par value and EUR 11.45 of premium, for a gross total amount of EUR 28,132,277.50, representing 20% of Median Technologies' share capital pre-share capital increase.

The Company thus considers that it has sufficient cash resources to meet the cash requirements of its activity and investments for the 12 months following the balance sheet date.

C. Analysis of the development and performance of the business

The iCRO business unit generated 100 % of the Company's turnover for financier year 2021.

The Company's turnover amounted to € 14 million compared to € 11 million for the previous financial year, i.e. an increase of more than 28 %. 2021 was once again a banner year for Median's iCRO business unit which provides imaging solutions and services for clinical oncology trials. As in 2020, the Company's turnover growth was again constant in 2021.

Globally, the order book as of December 31, 2021 was € 58 million, i.e. an increase of + 12 % compared to December 31, 2020 (€ 51.7 million). Given these performances, as of December 31, 2021, the Company's cash flow and cash equivalents amounted to € 36 million. The disbursement of the research tax credit for 2020, of an amount of EUR 1.4 million, occurred in September 2021. It should be noted that the cash flow had been strengthened in March 2021 by the € 28 million share capital increase.

The iBiopsy® business unit did not generate any revenue during the financial year as it is in the investment phase (Software, Clinical and Scientific) for new products and services. In 2021, Median continued its Research and Development activities for its iBiopsy® platform and confirmed the relevance of its technology by publishing a new series of promising clinical results.

2. FUTURE PROSPECTS

iCRO : Median Technologies keeps investing significantly in the research and development of its iSee® imaging platform which will allow to stand out from the competitors, in terms of both technology and quality. Median intends to increase its market share over the next few years by basing its imaging services on this platform.

iBiopsy : In 2021 and early 2022, Median particularly progressed on its lung cancer clinical development with the publication of three series of scientific results which validated the scientific and technological approach adopted. These results highlighted the excellent performance of sensitivity and specificity of the algorithms developed by Median for the detection and

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characterization of lung cancer nodules. This innovation opens up new avenues for the early diagnosis of lung cancer, and new perspectives for setting up lung cancer screening programs, and above all new hope for millions of patients.

3. PRESENTATION OF ACCOUNTSA. Financial Accounts

The annual accounts for the year closed on December 31, 2021 and submitted to your approval have been prepared in accordance with the presentation rules and the valuation methods provided by the regulations in force.

The presentation rules and the valuation methods selected are identical to those used for the previous year.

As of December 31, 2020, the Company's shareholders' equity was less than half of the share capital. The Shareholders' General Meeting dated June 1st, 2021 (resolution 14) however acknowledged the reconstitution of the shareholders' equity following the fundraising carried out by the Company in March 2021.

B. IFRS Consolidated Accounts

We remind you that, despite the fact there is no legal obligation to do so, pursuant to the terms and conditions of the Subscription Agreements entered into by the Company on August 19, 2014 and on July 2, 2015, the Company has also prepared the consolidated accounts according to the IFRS standards.

4. RESEARCH AND DEVELOPMENT

iSee® is our proprietary imaging platform, used as part of our imaging service offer. It provides expert reading of our clients' images, automating and standardizing the detection of solid cancerous tumors, their selection and their measurement and allows monitoring the patient's response to treatment over time, an indicator of the effectiveness of new molecules. iSee® extracts standard and advanced biomarkers using various imaging criteria, from RECIST 1.1 to more specific criteria such as lesion volume, mRECIST or iRECIST. iSee® makes it possible to analyze images for the follow-up of all solid cancers tumors.

iBiopsy® is an R&D activity which aims to develop new software as medical device for the early non- invasive diagnosis of life-threatening diseases when they are not detected early enough. Our iBiopsy® platform under development, incorporates the most advanced technologies of Artificial Intelligence and Machine Learning and relies on the expertise of Median Technologies in the fields of science of data and medical image processing. iBiopsy® makes it possible to extract images from non-invasive digital biomarkers, and targets indications for which non-covered medical needs exist in terms of early diagnosis, prognosis and treatment selection in the context of predictive and precision medicine. iBiopsy® currently primarily targets three life-threatening pathologies with a major impact in terms of public health: lung cancer, primary liver cancer, non-alcoholicsteato-hepatitis (NASH).

5. ALLOCATION OF THE RESULT

We hereby suggest allocating the loss balance for the financial year in the amount of EUR 11,994,429 to the « carry forward » account which would amount to a loss of EUR 73,955,401.

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