14/08/2019

Report 21/2019

Progress update on the review of strategic options – the start-up of negotiations on the merger

The Management Board of EMC Instytut Medyczny SA (the ‘Company’) announces that as a result of a review of strategic options, which the Company informed about in its current report no 14/2018 of 25 September 2018, The Management Board of the Company has made a decision to initiate negotiations with Penta Hospitals Poland sp. z o.o the subsidiary of CareUp B.V. – the Company’s main shareholder. The above talks concern the merger between the Company (as the Acquiring Company) and Penta Hospitals Poland sp. z o.o.( as the Company being Acquired).

It is anticipated that the merger will bring such benefits as strengthening the Company's capital, improving its competitive position on the market as well as synergy effects. The identified option will then be subject to further analysis and negotiations. If negotiations succeed, the Management Board will develop and present the parameters of the merger to the Company's shareholders to be considered. Pursuant to the provisions of the Code of Commercial Companies, it will be up to the General Meeting of Shareholders of the Company to make a decision on implementing the said merger.

Notwithstanding the foregoing, the Company shall continue reviewing strategic options to strengthen the Company's financial position for further development. If other strategic options have been identified, the Company does not exclude the possibility of taking up several of them and the Company will announce subsequent stages of the review of strategic options as required by law.

Legal grounds: Regulation of the European Parliament and of the Council (EU) No 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC –Art. 17(1).