12/02/2019
Report 29/2019
The second notification of the planned merger of EMC Instyty Medyczny S.A. and Penta Hospitals Poland sp.z o.o.
The Management Board of EMC Instytut Medyczny S.A. (" the Company"), acting pursuant to Art. 504 in relation to Art. 402(1) of the Code of Commercial Companies as well as in connection with the current report no 27/2019 of November 15,2019 concerning convening the Extraordinary General Meeting of EMC Instytut Medyczny S.A. and the first notification of the planned merger of EMC Instyty Medyczny S.A. and Penta Hospitals Poland sp.z o.o. submits the second 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.
Extraordinary General Meeting of the Company which is going to adopt a resolution on the merger of the Company with Penta Hospitals Poland sp.z o.o. and amendments to the Company's Articles of Association, shall take place on December 16, 2019 at 10.00 at the head office of the Management Board of EMC Instytut Medyczny S.A. at 1 Aleja Śląska, Wrocław.
Draft resolutions along with the justification, which are subject to consideration by the General Meeting, were submitted in the Company's current report No. 27/2019 of November 15, 2019 and are available on the Company's website at: https://www.emc-sa.pl/strefa-inwestora/lad-korporacyjny/walne-zgromadzenie
Legal grounds:
Art. 504 in refernce to art. 402 (1) of the Commercial Companies Code