Report no. 118/2013

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 23 December 2013 a final agreement was signed with PZU FIZ AN BIS 2 ("PZU"), the existing shareholder of the Company, to take up Series H shares.
 

Whereas on 19 December 2013 the resolution no 39/2013 to increase the share capital from PLN 33,308,856.00 to PLN 48,078,096.00 by way of issue of 3,692,310 ordinary bearer Series H shares, the issue price PLN 19,50 per share and to exclude the pre-emptive rights of the existing shareholders  as well as offering the issued shares in a private placement  to the Shareholder was adopted by the General Meeting of EMC Instytut Medyczny SA- the final agreement was entered into by the Parties.

 

The Company informed about the preliminary agreement to take up shares concluded with PZU in its current report no. 110/2013 announced on 19.12.2013.

 

The Company informed about the resolutions adopted by the EGM in its current report no. 111/2013 of 19.12.2013.

 

In the Final agreement to take up shares the Parties have agreed as follows:

 

The Company shall offer PZU to take up 948,370 ordinary bearer series H shares of nominal value PLN 4 per share and the issue price PLN 19,50 per share and total issue price PLN 18,493,215.00 (“Shares”)  under private placement , while PZU shall  accept the offer and shall take up the Shares  at the above issue price.

PZU shall make the  cash contribution of PLN 18,493,215.00 to fully cover the allocated shares in period of 7 days of entering into this Agreement. The cash contribution shall be made by the Shareholder to the bank account of the Company.
 

Shares documents  shall be issued to PZU within 7 days from the date of submitting  the requests by PZU after the the increase in the share capital has been registered ​​pursuant to the Resolution.

All the shares taken up by PZU are ordinary bearer series,which do not have any privileges or limitations. The shares are held  in certificate form.

 

The value of this contract is 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.