28/05/2013

Report no. 50/2013

A Notification concerning the Agreement pursuant to Art. 87 (1) (5)of the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies.

The Management Board of EMC Instytut Medyczny S.A. announces that pursuant to Art. 69 and in connection with Art. 69(a) of the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies (“an Act on Public Offering”) a notification was received from Ms. Matylda Gerber informing that from 27 May 2013 on Ms. Hanna Gerber was no longer a party to the agreement as defined in Art. 87 (1) (5) of the Act on Public Offering due to the disposal of 1,215,779 shares of EMC Instytut Medyczny S.A. with its registered office in Wrocław ("EMC") through MLV 41 sp. z o.o. with its registered office in Warsaw ("MLV 41")and through Soporto Invest B.V. with its registered office in Amsterdam, the Netherlands ("Soporto”). The said shares constitute 14.6% of the share capital of EMC and carry 2,013,522 voting rights at the Meeting of Shareholders EMC, which represents 20.49% of the total number of votes at the General Meeting of Shareholders of EMC ( including 797,743 registered privileged series A Shares constituting 9.58% of the share capital of EMC that carry 1,595,486 voting rights at the General Meeting of Shareholders of EMC, which represents 16.24% of the total number of votes votes at the General Meeting of Shareholders of EMC as well as 418,036 ordinary bearer shares constituting 5.02% of the share capital of EMC that carry 418,036 voting rights at the General Meeting of Shareholders of EMC, which represents 4.25% of the total number of votes at the General Meeting of Shareholders of EMC).

 

Consequently, the said agreement as defined in Art. 87 (1) (5) of the Act on Public Offering that currently comprises Ms. Matylda Gerber, Ms. Maria Gerber, through Netskill , indirectly hold 1,982,828 shares of EMC representing 23.81% of the share capital of EMC that carry 2,685,123 voting rights at the General Meeting of Shareholders of EMC and constitute 27.32% of the total number of votes at the General Meeting of Shareholders of EMC (including 702,295 registered privileged Series A Shares constituting 8.43% of the share capital of EMC that carry 1,404,590 voting rights at the General Meeting of Shareholders of EMC , which represents 14.29% of the total number of votes at the General Meeting of Shareholders of EMC as well as 1,280,533 ordinary bearer shares which constitute 15.38% of the share capital of EMC and carry 1,280,533 voting rights at the General Meeting of Shareholders of EMC, which represents 13.03% of the total number of votes at the General Meeting of Shareholders of EMC).In line with the said agreement , the shares were sold on 27 May 2013 in relation to an investment agreement entered into by MLV 41, Ms. Hanna Gerber and CareUp B.V. with its registry office in Amsterdam, the Netherlands ("CareUp") under which MLV 41 sold to CareUp 96,830 shares of Soporto that directly holds 1,215,779 shares of EMC constituting 14.6% of the share capital of EMC and carry 2,013,522 voting rights at the Meeting of Shareholders EMC, which represents 20.49% of the total number of votes at the General Meeting of Shareholders of EMC ( including 797,743 registered privileged series A Shares constituting 9.58% of the share capital of EMC that carry 1,595,486 voting rights at the General Meeting of Shareholders of EMC, which represents 16,24% of the total number of votes votes at the General Meeting of Shareholders of EMC as well as 418,036 ordinary bearer shares constituting 5.02% of the share capital of EMC that carry 418,036 voting rights at the General Meeting of Shareholders of EMC, which represents 4.25% of the total number of votes at the General Meeting of Shareholders of EMC).

 

Prior to the said disposal of shares, as defined in Art. 87 (1) (5) of the Act on Public Offering , the agreement comprised Ms. Matylda Gerber, Ms. Maria Gerber and Ms. Hanna Gerber who indirectly held, through Netskill Management Ltd with its registered office in Nicosia, Cyprus ("Netskill") and through MLV 41 i Soporto 3,198,607 shares of EMC representing 38.41% of the share capital of EMC that carry 4,698,645 voting rights at the General Meeting of Shareholders of EMC and constitute 47.81% of the total number of votes at the General Meeting of Shareholders of EMC (including 1,500,038 registered privileged Series A Shares constituting 18.01% of the share capital of EMC that carry 3,000,076 voting rights at the General Meeting of Shareholders of EMC , which represents 30.53% of the total number of votes at the General Meeting of Shareholders of EMC as well as 1,698,569 ordinary bearer shares which constitute 20.4% of the share capital of EMC and carry 1,698,569 voting rights at the General Meeting of Shareholders of EMC, which represents 17.28% of the total number of votes at the General Meeting of Shareholders of EMC). At the moment, the said agreement as defined in Art. 87 (1) (5) of the Act on Public Offering comprises Ms. Matylda Gerber, Ms. Maria Gerber who, through Netskill , indirectly hold 1,982,828 shares of EMC representing 23.81% of the share capital of EMC that carry 2,685,123 voting rights at the General Meeting of Shareholders of EMC and constitute 27.32% of the total number of votes at the General Meeting of Shareholders of EMC (including 702,295 registered privileged Series A Shares constituting 8.43% of the share capital of EMC that carry 1,404,590 voting rights at the General Meeting of Shareholders of EMC , which represents 14.29% of the total number of votes at the General Meeting of Shareholders of EMC as well as 1,280,533 ordinary bearer shares which constitute 15.38% of the share capital of EMC and carry 1,280,533 voting rights at the General Meeting of Shareholders of EMC, which represents 13.03% of the total number of votes at the General Meeting of Shareholders of EMC).

 

No other subsidiary of the parties to the agreement holds shares of EMC, either directly or indirectly.

 

No third party is entitled to exercise the voting rights attached to shares of EMC under the contract with parties to the agreement.