24/11/2016

Report no 56/2016

Convening Notice for the Extraordinary General Meeting to be held on 20th December 2016

CONVENING NOTICE FOR THE EXTRAORDINARY GENERAL MEETING

Pursuant to § 38 of the Regulation of the Council of Ministers of 19th  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, announces an Extraordinary General Meeting.

The Extraordinary General Meeting of  the Company shall be held on 20th December 2016 at 12.00 in Warsaw  at the head office of Penta Investments sp. z o. o at  21 Nowogrodzka St.

CONVENING NOTICE

Pursuant to Art. 399 § 1  and Art. 402 1 of the Code of Commercial Companies, the Management Board of EMC Instytut Medyczny S.A. with its registered office in Wrocław hereby convenes the Extraordinary General Meeting of  the Company  that shall be held on 20th December 2016 at 12.00 in Warsaw  at the head office of Penta Investments sp. z o. o at  21 Nowogrodzka St.

The Agenda:

1)      Opening the Extraordinary General Meeting.

2)      Electing  the Chairperson of the Extraordinary General Meeting.

3)      Determining  whether the Extraordinary General Meeting has been duly convened and is able to adopt binding resolutions.

4)      Electing  the  Ballot Counting Committee.

5)      Adopting the agenda.

6)      Adopting  a resolution  on dismissing a Supervisory Board member of EMC Instytut Medyczny S.A.

7)      Adopting  a resolution  on appointing a Supervisory Board member of EMC Instytut Medyczny S.A.

8)      Adopting  a resolution  on raising the costs of convening and holding an Extraordinary General Meeting.

9)      Closing  the Extraordinary 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  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 29th December 2016).The demand may be also submitted in an electronic form: ir@emc-sa.pl

2.      The Management Board shall 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 General Meeting,  that is until  2nd  December  2016.

3.      The  shareholder  or  shareholders  whose  shareholding  amounts  to  at  least  1/20  of  the share capital  shall have the right 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: ir@emc-sa.pl.

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

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

 

The power of attorney authorizing to attend the 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: ir@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 General Meeting shall have the right to attend the General Meeting.

 The record date of the rights of Shareholders is  4th December 2016 (sixteen days prior to the General Meeting).

 Furthermore, the Management Board informs that the following persons are entitled to participate with voting rights in the 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 General Meeting, provided they have been entered into the register of  shares on the day of registration of the participation in the 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 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 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 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 Extraordinary General Meeting of Shareholders and  2nd F December  2016 apply for a certificate issued to their name confirming  the right to participate in the Extraordinary 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 Extraordinary  General Meeting of Shareholders.

The Company shall draw up the list of shareholders entitled to participate in the Extraordinary  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.  The list of shareholders entitled to participate in the Extraordinary General Meeting of Shareholders shall be made available in the registered  office  of  the  Company  three  working  days before the date of the Extraordinary General Meeting of Shareholders.  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: ir@emc-sa.pl.

 The Management Board  needs to clarify that it is not possible :

·         to participate in the General Meeting of Shareholders by means of electronic communication,
·         to  speak at the 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 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 General Meeting or issues which are to be included into the agenda prior to the date of the 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 al. Śląska 1

Zał.rap.56,2016 draft resolutions