Report no. 109/2013

Pursuant to §5 (1) (3) of the Regulation of the Minister of Finances of 19 February 2009 on current and periodic information provided by issuers of securities, the Management Board of EMC Instytut Medyczny SA informs that on 19 December 2013 a  preliminary agreement was signed with CareUp BV ("CareUp"),  the existing shareholder of the Company, to take up Series H shares.
 

Whereas the Company intends to conduct a private placement of the new issue of  series H shares to finance investments related to expanding the network of facilities with the  terms and conditions  set out in the draft resolutions of the Extraordinary General Meeting of the Company of 19.12.2013 as published in the current reports No. 106/2013 dated 11.23.2013 and No. 106/2013 / K dated 29.11.2013, while CareUp wishes to take up the new issue of Series  H shares, the Parties have agreed as follows:
 

1. The Company agrees to offer CareUp to take up 2,743,940 ordinary bearer Series H shares of nominal value PLN 4 per share and the issue price specified in the Resolution of the General Meeting of the Company, while CareUp agrees to take up the offered shares  the quantity  and price of which have been determined above.

2. CareUp agrees to pay for the shares by making  in-cash contribution on terms  and conditions  as specified in the Resolution of the General Meeting of the Company.

3. A Promised agreement to take up Series H shares will be concluded by the parties within the period specified in the Resolution of the General Meeting of the Company.

4. The Final agreement will be concluded under the condition that the resolution to increase the share capital through the issue of Series H shares and to exclude the preemptive rights of the existing shareholders has been adopted by the General Meeting of EMC Instytut Medyczny SA, in accordance with the draft resolutions of the General Meeting of the Company.
 

Pursuant to the Resolution of the Management Board of 19 December 2013 on the allotment  of ordinary bearer  Series H shares, the Management Board of EMC Instytut Medyczny SA  had intended  to  allocate  a total of 3,692,310 Series H shares  to  shareholders of CareUp B.V. and PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2 that is managed and represented by Towarzystwo Funduszy Inwestycyjnych PZU Spółka Akcyjna ("PZU"), in the following way:
 

1. CareUp shall take up 2,743,940 Series H shares,

2. PZU shall take up 948,370 Series H shares.
 

The issue price of Series H shares offered by the Management Board is PLN 19,50 per share.

The planned value of the transaction would be as follows:
 

1. CareUp - PLN 53,506,830.00,

2. PZU - PLN 18,493,215,00.  
 

No contractual penalties have been laid down in the contract.

A criterion for a contract to be considered significant:

The value of contracts exceeds 10% of the Issuer’s equity capital.