Report no. 29/2016

Pursuant to §5 (1) (3) of the Regulation of the  Council of Minister of 19  February 2009 on current and periodic information provided by issuers of securities, the Management Board of EMC Instytut Medyczny S.A. announces that a contract for the sale of shares of  "Zdrowie" sp. z o.o. seated in Kwidzyn was signed on April 8th 2016 (the ‘Contract’).

Based on the preliminary contract for the sale of shares and the use of shares of May 31,2013, the proper contract will have been concluded by June 1, 2018. which is a deadline set for the benefit of the buyer – the  Issuer. The Issuer informed about  the preliminary contract for the sale of shares  and the use of shares of "Zdrowie" sp. z o.o. seated in Kwidzyn in its current report no 53/2013. Under the preliminary agreement, the Issuer has become a user of 87.4867% shares of "Zdrowie" sp. o.o., seated  in Kwidzyn - shares owned by Kwidzyn County, the City of Kwidzyn, PEC sp. o.o. Kwidzyn, PWiK sp. o.o.   in Kwidzyn. The contract for the  sale of shares was concluded between the District Kwidzyn  (the Seller) and the Issuer (the Buyer).

The subject of the contract  is the acquisition of a total of 70.92% of shares of "Health" sp. z o.o. ,which is owned by the Seller, by EMC Instytut Medyczny SA.

Under the contract EMC Instytut Medyczny SA shall administer basic hospital wards including hospital emergency department and outpatient clinics that provide specialist care. The Issuer has agreed to provide medical care on the basis of  the contracts concluded with the Pomeranian Branch of the National Health Fund in Gdansk - or its equivalent - and other payers of health services, especially for persons insured under the Act of 27 August 2004 on the Public Funding of Healthcare, and not to take actions to limit the scope of medical services provided  so far by Zdrowie sp. z o.o. with the exception of legal changes that prevent their realization and circumstances beyond the control of the Issuer, whose existence could not be foreseen at the time the Contract.

Should healthcare services  provided by Zdrowie" sp. z o.o. be limited by the Issuer, the Issuer, at the request of the Seller shall pay a contractual penalty up to 5% of the sale price - the contractual penalty shall be calculated for each range of activities, however no more than 30% unless the Shareholders of the Company agree to it pursuant to § 16 of the Articles of Association of the  Company, i.e. by way of a resolution of a Shareholders’ Meeting. The Issuer shall take all necessary  means  to prevent any threats to business continuity of  Zdrowie" sp. z o.o. As a result of signing the contract, the Issuer shall bear the costs of investments/ expenditures for the Company, as provided by law,  vital to implement the adjustment program and to expand the hospital maintained by the Company in the period to 31.05.2018 in the amount of at least PLN 10 million. In case the Issuer fails to timely implement the adjustment program and invest in the development of the hospital, the Issuer shall pay, at the request of the Seller, a contractual penalty - up to 25% of the sale price.

Under the agreement the Issuer is obliged to maintain the level of employment in the Company adequate to the number of health care services that result from the agreements concluded by the Company for the provision of publicly funded medical services, and in compliance with applicable law. The total amount of contractual penalties shall not  exceed 100% of the agreed sale price. Change in the composition of the Company _ a disposal of shares, acquisition of shares in the increased capital _ merger or transformation of the Company does not release the Issuer from their liabilities. The Issuer undertakes to transfer to the other shareholders of the Company or the shareholders of the newly formed company (the acquiring company) joint and several liability to the other shareholders.

The sale price of the shares Kwidzyn County has been established as a result of negotiations on the basis of a public invitation and was increased by the  average consumer price index for the previous year that was published in the Official Journal of the Republic of Poland by the President of the Central Statistical Office  and  was calculated at the beginning of each year (100,9% ) totals PLN 6,544,010.76. A 15% deposit of  the sale price, calculated on the day of signing the preliminary contracts for sale of shares and the use of the shares, has been included in the sales price. The price of the shares that amounts to PLN 5,571,164.76 was paid on the contract date, i.e. on  April 8, 2016 to the bank account of  Kwidzyn County. A criterion for a contract to be considered significant: the value of  the preliminary contract for sale of shares and the use shares exceeds 10% of EMC Instytut Medyczny SA equity capital on the day of signing the contract i.e. 31.05.2013.