Report no. 116/2013

Conclusion of a significant agreement- agreement for the deduction (compensation)

Pursuant to § 5(1)(3) 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 SA informs that, on 20 December 2013, an agreement for the deduction (compensation) was concluded by the Issuer and CareUp B. V. with its registered office in Amsterdam (hereinafter referred to as "CareUp").

On 19 December 2013 the Parties concluded a preliminary agreement to take up 2,743,940 ordinary bearer series H shares of nominal value PLN 4 per share, total nominal value of PLN 10,975,760. The Company offered Care up to take up shares under private placement, while Care up agreed to take up the shares and pay for the shares in full by making a cash contribution.

On 19 December 2013 the EGM adopted a resolution to increase the share capital from PLN 33,308,856.00 to PLN 48,078,096.00 by way of issue of 3,692,310 ordinary bearer Series H shares, the issue price PLN 19,50 per share and total nominal value of PLN 14,769,240.00.

Pursuant to a resolution of EGM the shares have been offered under a private placement .

CareUp agreed to make a cash contribution to cover the shares. Acting pursuant to the framework loan agreement of 09.25.2013 (current report No. 94/2013) annexed on 20.12.2013 (current report No. 115/2013) CareUp granted loans to the Company that amount to PLN 10,700,000.00. Liability toward CareUp including interest to the date 20.12.2013 amounts to PLN 10,780,138.47.

Pursuant to the final Agreement and the resolution of the Extraordinary General Meeting the Company has claims against CareUp that amount to PLN 53,506,830.00.

The Company and CareUp confirm therein that the liability towards CareUp be deducted from the receivables of the Company, so that the liability towards CareUp be entirely redeemed, and the receivables of the Company be reduced by the amount of liability towards CareUp.

A criterion for a contract to be considered significant: the value of contracts exceeds 10% of the Issuer’s equity capital.