Report 33/2019

The Management Board of EMC Instytut Medyczny S.A. ("Company"), with reference to the current report of the Company No. 31/2019 of December 16, 2019 (Content of resolutions adopted by the Extraordinary General Meeting on December 16, 2019), hereby informs that on December 23, 2019. The District Court for Wrocław-Fabryczna in Wrocław entered in the Register of Entrepreneurs of the National Court Register the merger of the Company with Penta Hospitals Poland sp. Z oo, the increase in the Company's share capital and changes in the Company's statute related to the merger.

Thereby, pursuant to art. 493 § 2 of the CCC, upon entry into the register, the Company was merged with Penta Hospitals Poland sp.z o.o. Pursuant to art. 494 KSH The Company is the legal successor of Penta Hospitals Poland sp.z o.o. i.e.on the day of the merger, the Company entered into all rights and obligations of Penta Hospitals Poland sp.z o.o. as an acquired company.

In connection with the Merger of the Company and Penta Hospitals Poland sp. z o.o on December 2, 2019, the share capital of EMC S.A. has been increased from PLN 53,141,384.00 (PLN fifty three million one hundred forty one thousand three hundred and  eighty four) to the amount of PLN 88,754,584.00 (PLN eighty eight million seven hundred fifty four thousand five hundred and eighty four). After the registration of the increase in the share capital, the total number of Company shares of all issues is 22,188,646 shares with a nominal value of PLN 4.00 per share. The total number of votes at the General Meeting of the Company is 23,688,684.

In connection with the Merger and the increase in the Company's share capital on December 23, 2019, the following changes to the Company's Statute have been registered:

§ 5 The first sentence, of the Articles of Association of EMC Instytut Medyczny S.A. which reads:

The share capital of the Company is 53,141,384.00 (PLN fifty three million one hundred and forty one thousand three hundred and eighty four) and is divided into:

a)     1,500,038 (million five hundred thousand thirty-eight) Series A preferred registered shares numbered from 0000001 to 1500038 with the nominal value of PLN 4.00 (four) per share.

b)     2,500,062 (two million five hundred thousand and sixty-two) Series B ordinary bearer shares numbered from 0000001 to 2500062 with the nominal value of PLN 4.00 (four) per share.

c)     1,500,000 (one million five hundred thousand) Series C ordinary bearer shares numbered from 0000001 to 1500000 with the nominal value of PLN 4.00 (four) per share.

d)     400,000 (four hundred thousand) Series D ordinary bearer shares  numbered from 0000001 to no more than 0400000 with the nominal value of PLN 4.00 (four ) per share.

e)     737,512 (seven hundred thirty-seven thousand five hundred twelve) Series E ordinary bearer shares numbered from 0000001 to 0737512 with the nominal value of PLN 4.00 (four) per share.

f)      500,000 (five hundred thousand) Series F ordinary bearer shares numbered from 0000001 to 0500000 with the nominal value of PLN 4.00 (four) per share.

g)     1,189,602 (one million one hundred eighty nine thousand six hundred and two) of Series G ordinary bearer shares numbered from 0000001 to 1189602 with the nominal value of PLN 4.00 (four) per share.

h)     3,692,310 (three million six hundred ninety-two thousand three hundred and ten) Series H ordinary bearer shares numbered from 0000001 to 3692310 with the nominal value of PLN 4.00 (four) per share.

i)      1,265,822.00 (one million two hundred and sixty-five thousand eight hundred and twenty-two) Series I ordinary bearer shares numbered from 0000001 to  1265822 with the nominal value of PLN 4.00 (four) per share.

Series A and B shares have been fully covered before the registration of the Company. Series C, D, E, F, G, H  and I shares have been taken up for cash contributions, which  were made prior to the registration of the increase of the initial capital of the Company by way of issue of Series C, D, E, F, G H and I shares respectively.’

Is to be read as follows:

The share capital of the Company is 88,754,584.00 (PLN eighty eight million seven hundred and fifty four thousand five hundred and eighty four) and is divided into:

a)     1,500,038 (million five hundred thousand thirty-eight) Series A preferred registered shares numbered from 0000001 to 1500038 with the nominal value of PLN 4.00 (four) per share.

b)     2,500,062 (two million five hundred thousand and sixty-two) Series B ordinary bearer shares numbered from 0000001 to 2500062 with the nominal value of PLN 4.00 (four) per share.

c)     1,500,000 (one million five hundred thousand) Series C ordinary bearer shares numbered from 0000001 to 1500000 with the nominal value of PLN 4.00 (four) per share.

d)     400,000 (four hundred thousand) Series D ordinary bearer shares  numbered from 0000001 to no more than 0400000 with the nominal value of PLN 4.00 (four ) per share.

e)     737,512 (seven hundred thirty-seven thousand five hundred twelve) Series E ordinary bearer shares numbered from 0000001 to 0737512 with the nominal value of PLN 4.00 (four) per share.

f)      500,000 (five hundred thousand) Series F ordinary bearer shares numbered from 0000001 to 0500000 with the nominal value of PLN 4.00 (four) per share.

g)     1,189,602 (one million one hundred eighty nine thousand six hundred and two) of Series G ordinary bearer shares numbered from 0000001 to 1189602 with the nominal value of PLN 4.00 (four) per share.

h)     3,692,310 (three million six hundred ninety-two thousand three hundred and ten) Series H ordinary bearer shares numbered from 0000001 to 3692310 with the nominal value of PLN 4.00 (four) per share.

i)      1,265,822.00 (one million two hundred and sixty-five thousand eight hundred and twenty-two) Series I ordinary bearer shares numbered from 0000001 to  1265822 with the nominal value of PLN 4.00 (four) per share.

j)      8,903,300 (eight million nine hundred and three thousand three hundred) ordinary registered series J shares from number 0000001 to number 8903300, with a nominal value of PLN 4.00 (four) per share.

Series A and B shares have been fully covered before the registration of the Company. Series C, D, E, F, G, H  and I shares have been taken up for cash contributions, which  were made prior to the registration of the increase of the initial capital of the Company by way of issue of Series C, D, E, F, G H ,I shares respectively.’

 Legal basis:

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).

§ 5 (1 of the Regulation of the Minister of Finance of  March 29, 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.