Report 27/2019

The Management Board of EMC Instytut Medyczny S.A. (" the Company"), acting pursuant to art. 504 in relation from art. 402(1) of the Code of Commercial Companies, submits the first notification on  the intention of the Company to merge (as the Acquiring Company) with Penta Hospitals Poland sp.z o.o. with its registered office in Wrocław (as the Acquired Company).

The merger plan of September 23, 2019 was published on September 23, 2019 on the Company's website at: https://www.emc-sa.pl/strefa-inwestora/raporty-biezace/raport-nr-24 -2019 and https://www.emc-sa.pl/o-nas/aktualnosci/polaczenie-spolek-emc-im-sa-i-php-sp-zoo. Pursuant to Article 500 § 21 of the Commercial Companies Code, the Company did not announce the merger plan pursuant to Article 500 § 2 of the Code of Commercial Companies

Documents referred to in art. 505 § 1 of the Code of Commercial Companies, are available on the Company's website at: https://www.emc-sa.pl/strefa-inwestora and https://www.emc-sa.pl/o-nas/aktualnosci:

1.     Draft resolutions of the General Meeting of the Company and Penta Hospitals Poland sp. z o.o., concerning the merger:

2.     The Draft of proposed changes to the Articles of Association ;

3.     Documents setting forth the value of the assets and liabilities of the Company and Penta Hospitals Poland sp. z o.o. as of  9 August 2019;

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

5.     The Report of the Management Boards of the Company and  Penta Hospitals Poland sp. z o.o. justifying the Merger;

6.     An expert opinion on the merger plan;

7.     Financial statements and reports of management boards on the operations of the Company and Penta Hospitals Poland sp. z o.o.

The above documents will be available on the abovementioned websites at least until December 16, 2019. Therefore,  pursuant to art. 505 § 31 of the Code of Commercial Companies, copies of the above documents will not be made available to the shareholders at the Company's premises.

 Furthermore, the Management Board of EMC of the Company announces that the Extraordinary General Meeting of the Company (hereinafter referred to as the ‘Extraordinary General Meeting’) shall be held on December16, 2019 at 10.00 at the head office of the Management Board of EMC Instytut Medyczny S.A. at 1 Aleja Śląska, Wrocław, with the following 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 the merger between EMC Instytut Medyczny S.A. and Penta Hospitals  Poland sp. z o.o., on increasing the share capital of EMC Instytut Medyczny S.A. and on amending the Articles of Association of EMC Instytut Medyczny S.A.

7.     Closing the Extraordinary General Meeting.

The complete texts of the Convening Notice for the Extraordinary General Meeting along with the draft resolutions of the EGM constitute attachments hereto.

Legal grounds:

Art. 19 (1) ( 1) and (2) of the Regulation of the Council of Ministers of 29th March 2018 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.

Art. 504 in reference to art. 402 (1) of the Commercial Companies Code

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