Report no. 48/2014

Pursuant to § 38 of the Regulation of the Council of Ministers of 19 February 2009 on current and periodic information provided by issuers of securities and conditions of deeming information required by the regulations of a non-member country equal, the Management Board of EMC Instytut Medyczny S.A. with its registered office in Wrocław, informs about convening an Annual General Meeting.
 
The Annual General Meeting of of EMC Instytut Medyczny S.A.  shall be held on May 14, 2014 at 12 a.m. at the Company’s office at 24 Łowiecka St. bldg. H-1 in Wrocław.

CONVENING NOTICE
Pursuant to Art. 395 and Art. 399 of the Code of Commercial Companies, the Management Board of EMC Instytut Medyczny S.A.  hereby  convenes the Annual General Meeting  that shall be held on May 14, 2014 at 12 a.m. in the Company’s office at 24 Łowiecka St. bldg.  H-1 in Wrocław.

The Agenda:
1)    Opening the Annual General Meeting.
2)    Election of the Chairperson of the Annual General Meeting.
3)    Determination of  whether the Annual General Meeting has been duly convened and is able to adopt binding resolutions.
4)    Election of  the Scrutiny Commission.
5)    Approval of the agenda.
6)     Consideration and adoption of the resolution on the approval of the Company’s financial statement, consolidated financial statement and  the Management  Board report on the Company’s operations as well as the Management  Board report on the operations  of the Group EMC Instytut Medyczny for the financial year 2013.
7)     Adoption of the  resolution on the allocation of profit for the financial year 2013.
8)    Consideration and adoption of the resolution on the approval of the  Supervisory Board report  on its activity in the financial year 2013.
9)    Adoption of resolutions concerning the granting of discharge to the members of the Management Board  of the Company from liability in relation to the exercise of their duties in the financial year 2013.
10)    Adoption of resolutions concerning the granting of discharge to the members of the Supervisory Board  of the Company from liability in relation to the exercise of their duties in the financial year 2013.
11)    Adoption of resolutions concerning the merger with ZP Formica sp. z o.o.
12)    Adoption of a resolution on the lease of an organized part of the enterprise, i.e. the laboratory that operates in St. George’s Hospital  in Kamien Pomorski.
13)    Adoption of a resolution on amending the Articles of Association  of the Company and authorizing the Supervisory Board to establish a uniform text of the Articles of Association of the Company.
14)    Adoption of a resolution on removing and appointing Supervisory Board members.
15)    Adoption of a resolution on the Remuneration Policy for the Supervisory Board members.
16)    Closing of the Annual General Meeting.
In addition, the Management Board of the Company informs that:
1.  Shareholders  or  a  shareholder  whose  shareholding  amounts  to  at  least  1/20  of  the share capital  shall have  the right  to demand  that  certain matters  be included  in the agenda  of the  forthcoming Annual General  Meeting.  Such a demand  should  be  submitted  in writing to  the Management Board not later than 21 days before the date of the meeting ( that is until April 23, 2014). The demand may be also submitted in an electronic form: biuro@emc-sa.pl.

The Management Board will announce the amendments to the agenda, introduced at the request of shareholders on the Company’s website (www.emc-sa.pl) immediately, not later than eighteen days before the date of the Annual General Meeting,  that is until April 26th 2014.

2. The  shareholders  or  shareholders  whose  shareholding  amounts  to  at  least  1/20  of  the share capital  shall have the right, days prior to the date of the Annual General Meeting,  to  submit to the Company draft resolutions concerning matters on the agenda of the General Meeting or matters that are to be introduced into the agenda, in writing or by e-mail to the following address:  (email: biuro@emc-sa.pl).

3. Each of shareholders may submit draft resolutions concerning the issues included into agenda during the Annual General Meeting.

4. Shareholders  shall participate in the Annual General  Meeting  and exercise their voting rights in  person  or  by  proxy.

The power of attorney authorizing to attend a General Meeting of a public company and exercise voting rights may be granted in writing or in an electronic form. Granting a proxy in an electronic form does not require a secure electronic signature verified by a valid qualified certificate.

The shareholder shall notify about the granting of a voting proxy electronically by forwarding a proof of proxy to: biuro@emc-sa.pl.
Proxy voting is performed using the form which will be available on the Company's website (www.emc-sa.pl).

Only persons who are shareholders of the Company at the end of the record date of the Annual General Meeting shall have the right to attend the General Meeting.

The record date of the rights of Shareholders is  April 28, 2014 (sixteen days prior to the Annual General Meeting).

Furthermore, the Management Board informs that the following persons are entitled to participate with voting rights in the Annual General Meeting:

1. Beneficiaries of rights attached to registered shares and interim certificates, as well as the pledgees or usufructuaries who have been granted the right of vote, are entitled to participate in the Annual General Meeting, provided they have been entered into the register of  shares on the day of registration of the participation in the Annual General Meeting;
 2. Shareholders authorized for bearer shares in the form of documents provided that share certificates are deposited with the company  not later than on the day of registration of the participation in the Annual General Meeting and  are not collected  until  the  Meeting’s  end.  Instead  of  shares,  a  certificate  issued as a proof of submitting the shares obtained from  a bank , a notary public or a brokerage house may  be submitted. Such certificates shall specify the numbers of shares certificates and  contain a statement that the shares will not be released before the end of the day of registration of the participation in the Annual General Meeting;
3. Shareholders  who  are  the  owners  of  the  bearer  shares  listed  on  the  Warsaw  Stock Exchange, provided that they are shareholders on the day of registration of the participation in the General Meeting pursuant to the list drawn up by Krajowy Depozyt Papierów Wartościowych S.A. [the National Depository for Securities];    
4. Authorized agents or statutory agents of the shareholders mentioned in point 1-3.
Persons referred to hereinabove are required to confirm their right to represent t a Shareholder at  the Annual General Meeting in particular by submitting a copy of the National Court Register of the Shareholder, a power of attorney (granted in writing or  electronically).

The company recommends that shareholders, within the period between the date of the notice of the Annual General Meeting of Shareholders and  April 28, 2014 apply for a certificate issued to their name confirming  the right to participate in the Annual General  Meeting  of Shareholders  to  the entity keeping the securities account where the shares of the Company are deposited. It  is  recommended  that  the shareholders collect the abovementioned certificates confirming  their right to participate and take those to the Annual General Meeting of Shareholders.
The Company shall draw up the list of shareholders entitled to participate in the Annual General Meeting of Shareholders on the basis of the list submitted  to it by the National Depository  for  Securities  (NDS),  and drawn up based on  the certificates issued to the names of shareholders by entities keeping the securities accounts  confirming  the right to participate in the General  Meeting.  Three  working  days before the date of the Annual General  Meeting  of Shareholders  in  the  registered  office  of  the  Company  the list of shareholders entitled to participate in the Annual General Meeting of Shareholders shall be made available.  A shareholder may request that the list of shareholders be sent, free of charge, in an electronic form, to the address provided by the shareholder by sending such a request to: biuro@emc-sa.pl.
The Management Board  needs to clarify that it is not possible:
•    to participate in the Annual General  Meeting of Shareholders by means of electronic communication,
•    to  speak at the Annual General  Meeting  of Shareholders by means of electronic communication,
•    to  exercise the voting right by correspondence or by means of electronic communication.

A complete content of the documentation which shall be presented to the Annual General Meeting and draft resolutions as well as the remarks of the Management Board and the Supervisory Board of the Company concerning the issues included into the agenda of the Annual General Meeting or issues which are to be included into the agenda prior to the date of the Annual General Meeting will be available at the Company's website - www.emc-sa.pl.
The documentation shall be also available at the Company’s office in Wrocław at 24 Łowiecka St. bldg. H-1.

Please find attached  draft  resolutions