Report 24/2019

With reference to the information provided so far about the intended merger ("the Merger") between the Company and Penta Hospitals Poland sp.z o.o. ("Penta Poland"), which Company announced in  its current report No. 21/2019 of August 14, 2019, the Management Board of EMC Instytut Medyczny S.A. ("the Company"),  informs that on September 23, 2019 the Management Board of the Company and the Management Board of Penta Poland agreed on and signed the Merger Plan between the Company and Penta Poland ("the Merger Plan").

In connection with signing the Merger Plan, the Company presents:

1.     The Merger Plan along with the following attachments:

a.       Draft resolution of the General Meeting of the Company on the merger between EMC Instytut Medyczny S.A and Penta Hospitals Poland sp. z o.o., increasing the share capital of EMC Instytut Medyczny S.A as well as consenting to the proposed changes to the statute of EMC Instytut Medyczny S.A.,

b.     Draft resolution of the General Meeting of Penta Poland on the merger between Penta Hospitals Poland sp. z o.o. and EMC Instytut Medyczny S.A., as well as consenting to the proposed changes to the statute of EMC Instytut Medyczny S.A.;

c.      The  Draft of proposed changes to the statute of EMC Instytut Medyczny S.A.;

d.     A document setting forth the value of the assets and liabilities of Penta Hospitals Poland sp. z o.o. as of  9 August 2019,

e.      A document setting forth the value of the assets and liabilities of EMC Instytut Medyczny S.A. as of  9 August 2019;

f.      A condensed valuation report EMC Instytut Medyczny S.A. and Penta Hospitals Poland sp. z o.o. carried out as at August 9, 2019 for the purposes of preparing the Merger Plan, which provides  estimated value of one share of Penta Hospitals Poland sp.z o.o. at PLN 647.05 and estimated value of one share of EMC Instytut Medyczny S.A. at the of PLN 3.51;

g.     A Statement containing information about the book value of Penta Hospitals Poland sp. z o.o. as at 9 August 2019,

2.     The Report of  the Management Board of the Company of 23 September 2019 justifying the Merger;

3.     The Report of the Management Board of Penta Poland of 23 September 2019 justifying the Merger.

 The Merger Plan with attachments is available to the public on the Company's website: https://www.emc-sa.pl/aktuości.

 Furthermore, the Management Board of the Company informs that both the Company and Penta Poland shall apply to the registry court for appointing an expert in order to prepare an opinion in accordance with art. 503 § 1 of the Code of Commercial Companies. Upon receipt of the said opinion, the Company will publish its content in a current report.

 Legal grounds: Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (regulation on market abuse) and repealing Directive 2003/6 / EC of the European Parliament and of the Council and Commission Directive 2003/124 / EC, 2003/125 / EC and 2004/72 / EC - Art. 17 (1).