31/07/2013

Report no. 77/2013

A Shareholder’s request that a resolution be placed on the agenda and that the agenda of the Extraordinary General Meeting be amended.

Pursuant to §38 (1) (4) and (5) 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 ( the Company”) announces that on 31 July 2013 it received from Soporto Invest B. V. with its registered office in Amsterdam, the Netherlands a written request that a resolution be placed on the agenda and that the agenda of the Extraordinary General Meeting of the Company to be held on 20 August 2013 be amended.

Pursuant to Art. 400§ 1 of the Code of Commercial Companies, Soporto Invert B. V. through proxy holders acting on the basis of duly granted power of attorney (the copy of the power of attorney included in the application), deposited a written request that the following resolution be placed on the agenda of the Extraordinary General Meeting of the Company :

 

Resolution no. _____ /2013

of the Extraordinary General Meeting of the Company

under the business name of EMC Instytut Medyczny Spółka Akcyjna

with its registered office in Wrocław

of 20 August 2013

on amending the Articles of Association of EMC Instytut Medyczny S.A. and authorising the Supervisory Board of EMC Instytut Medyczny S.A. to agree on a consolidated text of the Articles of Association of EMC Instytut Medyczny S.A.

  1. Pursuant to art. 430(1) of the Code of Commercial Companies, the Extraordinary General Meeting of the Company under the business name of EMC Instytut Medyczny S.A. hereby resolves that § 9 (6) of the Articles of Association of the Company, reading as follows:

“6. The following persons shall be authorized to file declarations of intent:

  1. the President of the Management Board alone

  2. two members of the Management Board or a member of the Management Board acting jointly with the proxy.”

is amended as follows:

“6. The President of the Management Board acting jointly with a member of the Management Board shall be authorized to file declarations of intent.”

  1. The resolution takes effect upon its adoption and comes into force upon its entry into the Competent Register Court.

  2. The Extraordinary General Meeting of the Company under the business name of EMC Instytut Medyczny S.A. hereby authorises the Supervisory Board to agree on a consolidated text of the Articles of Association. Additionally, a written request was submitted by the Shareholder that the agenda of the Extraordinary General Meeting of the Company, as indicated in the request by Soporto Invest BV of 16 July 2013 that was published in the current report no 71/2013, be amended as follows:

  • point 8 of the agenda of the Extraordinary General Meeting of the Company, as indicated in the request by Soporto Invest BV of 16 July 2013 that was published in the current report no 71/2013, shall be reworded as follows:"Adopting a resolution on removing the members of the Supervisory Board" and
  • point 9 of the agenda of the Extraordinary General Meeting of the Company, as indicated in the request by Soporto Invest BV of 16 July 2013 that was published in the current report no 71/2013, shall be reworded as follows: "Adopting a resolution on appointing the members of the Supervisory Board".

 

Soporto Invest B. V. informed that on the date of the request it is a shareholder of the Company that indirectly holds 1,215,779 (one million two hundred fifteen thousand seven hundred and seventy-nine) shares of the Company that carry 2,013,522 ( two million thirteen thousand five hundred twenty-two) voting rights at the General Meeting of the Company ,which constitute 14.60% of the share capital of the Company and, represent 20,49% of the total number of votes at the General Meeting of the Company. Considering the above Soporto Invest B. V. is entitled to request that an Extraordinary General Meeting of the Company be convened and that certain matters be placed on the agenda pursuant to Art. 400§ 1 of the Code of Commercial Companies.

The Management Board of EMC Instytut Medyczny S.A. confirms that the request has been filed and that an Extraordinary General Meeting of EMC Instytut Medyczny S.A. with with the amended agenda shall be held on 20 August 2013 at 3 p.m. in the Company’s registered office at Pilczycka 144-148 ( for both the amended agenda and draft resolutions please see below). Please also find attached the copy of the Shareholder’s request.

Enclosures: