28/05/2013

Report no. 47/2013

The sale and purchase of shares of EMC Instytut Medyczny S.A.

The Management Board of EMC Instytut Medyczny S.A. hereby announces that pursuant to Art. 69 and in connection with Art. 69(a) of the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies (“an Act on Public Offering”) on 28 May 2013 a notification was received from Ms. Hanna Gerber informing that on 27 May 2013 Ms. Hanna Gerber through Soporto Invest B.V. with its registered office in Amsterdam, the Netherlands ("Soporto”) indirectly purchased 1,215,779 shares of EMC Instytut Medyczny S.A. with its registered office in Wrocław ("EMC") The shares purchased constitute 14.6% of the share capital of EMC and carry 2,013,522 voting rights at the Meeting of Shareholders EMC, which represents 20.49% of the total number of votes at the General Meeting of Shareholders of EMC ( including 797,743 registered privileged series A Shares constituting 9.58% of the share capital of EMC that carry 1,595,486 voting rights at the General Meeting of Shareholders of EMC, which represents 16,24% of the total number of votes votes at the General Meeting of Shareholders of EMC as well as 418.036 ordinary bearer shares constituting 5.02% of the share capital of EMC that carry 418,036 voting rights at the General Meeting of Shareholders of EMC, which represents 4.25% of the total number of votes at the General Meeting of Shareholders of EMC). Ms. Hanna Gerber has indirectly exceeded the 10% threshold of the share capital of EMC and 20% of the total number of votes of EMC.

 

In line with the said notification, the exceeding of the threshold occurred on 27 May 2013 in connection with carrying out the obligation to transfer 9757,17 shares of EMC by Mr. Piotr Gerber and 240,062 shares of EMC by Ms. Hanna Gerber Gerber to Soporto as a in-kind contribution in respect of taking up 78,722 shares in the increased share capital of Soporto by Mr. Piotr Gerber on 24 April 2013 as well as taking up 18.107 shares in the increased share capital of Soporto by Ms. Hanna Gerber on 23 April 2013 and the donation of 78,722 shares in the share capital of Soporto made by Mr. Piotr Gerber for Ms. Hanna Gerber on 26 April 2013.
 

Prior to the said purchase of shares, Ms. Hanna Gerber directly held 240,062 shares of EMC constituting 2,88% of the share capital of EMC that carry 330,064 voting rights at the Meeting of Shareholders EMC, which represents 3,36% of the total number of votes at the General Meeting of Shareholders of EMC ( including 90,002 registered privileged series A Shares constituting 1,08% of the share capital of EMC that carry 180,004 voting rights at the General Meeting of Shareholders of EMC, which represents 1,83% of the total number of votes votes at the General Meeting of Shareholders of EMC as well as 150,060 ordinary bearer shares constituting 1,80% of the share capital of EMC that carry 150,060 voting rights at the General Meeting of Shareholders of EMC, which represents 1,53% of the total number of votes at the General Meeting of Shareholders of EMC).

Ms. Hanna Gerber was a party to an agreement as defined in Art. 87 (1) (5) of the Act on Public Offering, which comprised Mr. Piotr Gerber, Ms. Matylda Gerber, Ms. Maria Gerber and Ms. Hanna Gerber, who directly and indirectly through Netskill Management Ltd with its registered office in Nicosia, Cyprus ("Netskill") held 3,198,607 shares of EMC representing 38.41% of the share capital of EMC that carry 4.698.645 voting rights at the General Meeting of Shareholders of EMC and constitute 47.81% of the total number of votes at the General Meeting of Shareholders of EMC (including 1,500,038 registered privileged Series A Shares constituting 18.01% of the share capital of EMC that carry 3,000,076 voting rights at the General Meeting of Shareholders of EMC , which represents 30.53% of the total number of votes at the General Meeting of Shareholders of EMC as well as 1,698,569 ordinary bearer shares which constitute 20.4% of the share capital of EMC and carry 1,698,569 voting rights at the General Meeting of Shareholders of EMC, which represents 17.28% of the total number of votes at the General Meeting of Shareholders of EMC).

Furthermore, the Management Board of EMC Instytut Medyczny S.A. announces that a notification was received from Ms. Hanna Gerber pursuant to Art. 69 and in connection with Art. 69(a) of the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies (“an Act on Public Offering”) informing that Ms. Hanna Gerber through Soporto indirectly disposed of and through MLV 41 sp. z o.o. with its registered office in Warsaw ("MLV 41") and through Soporto purchased 1,215,779 shares of EMC. The said shares constitute 14.6% of the share capital of EMC and carry 2,013,522 voting rights at the Meeting of Shareholders EMC, which represents 20.49% of the total number of votes at the General Meeting of Shareholders of EMC ( including 797,743 registered privileged series A Shares constituting 9.58% of the share capital of EMC that carry 1,595,486 voting rights at the General Meeting of Shareholders of EMC, which represents 16,24% of the total number of votes votes at the General Meeting of Shareholders of EMC as well as 418,036 ordinary bearer shares constituting 5.02% of the share capital of EMC that carry 418,036 voting rights at the General Meeting of Shareholders of EMC, which represents 4.25% of the total number of votes at the General Meeting of Shareholders of EMC).

 

In line with the said notification, the exceeding of the threshold occurred on 27 May 2013 in connection with transferring to MLV 41 96.830 shares of Soporto by Ms. Hanna Gerber as a in-kind contribution in connection with her taking up 861,000 shares in the increased share capital of MLV 41 on 27 May 2013. Soporto directly holds 1,215,779 shares of EMC constituting 14.6% of the share capital of EMC and carry 2,013,522 voting rights at the Meeting of Shareholders EMC, which represents 20.49% of the total number of votes at the General Meeting of Shareholders of EMC (including 797,743 registered privileged series A Shares constituting 9.58% of the share capital of EMC that carry 1.595,486 voting rights at the General Meeting of Shareholders of EMC, which represents 16,24% of the total number of votes votes at the General Meeting of Shareholders of EMC as well as 418,036 ordinary bearer shares constituting 5.02% of the share capital of EMC that carry 418,036 voting rights at the General Meeting of Shareholders of EMC, which represents 4.25% of the total number of votes at the General Meeting of Shareholders of EMC).

In line with the said notification, currently Ms. Hanna Gerber through MLV 41 and Soporto indirectly holds 1,215,779 shares of EMC Instytut Medyczny S.A that constitute 14.6% of the share capital of EMC and carry 2,013,522 voting rights at the Meeting of Shareholders EMC, which represents 20.49% of the total number of votes at the General Meeting of Shareholders of EMC ( including 797,743 registered privileged series A Shares constituting 9.58% of the share capital of EMC that carry 1,595,486 voting rights at the General Meeting of Shareholders of EMC, which represents 16,24% of the total number of votes votes at the General Meeting of Shareholders of EMC as well as 418,036 ordinary bearer shares constituting 5.02% of the share capital of EMC that carry 418,036 voting rights at the General Meeting of Shareholders of EMC, which represents 4.25% of the total number of votes at the General Meeting of Shareholders of EMC).

Consequently, Ms. Hanna Gerber is a party to an agreement as defined in Art. 87 (1) (5) of the Act on Public Offering, which comprises Ms. Matylda Gerber, Ms. Maria Gerber and Ms. Hanna Gerber, who through Netskill , MLV 41and Soporto indirectly hold 3,198,607 shares of EMC representing 38.41% of the share capital of EMC that carry 4,698,645 voting rights at the General Meeting of Shareholders of EMC and constitute 47.81% of the total number of votes at the General Meeting of Shareholders of EMC (including 1,500,038 registered privileged Series A Shares constituting 18.01% of the share capital of EMC that carry 3,000,076 voting rights at the General Meeting of Shareholders of EMC , which represents 30.53% of the total number of votes at the General Meeting of Shareholders of EMC as well as 1,698,569 ordinary bearer shares which constitute 20.4% of the share capital of EMC and carry 1,698,569 voting rights at the General Meeting of Shareholders of EMC, which represents 17.28% of the total number of votes at the General Meeting of Shareholders of EMC).

Ms. Hanna Gerber does not intend to increase the share in the total number of votes of EMC within 12 months of submitting the said notification.

Apart from MLV 41 and Soporto, no other subsidiary of Ms. Hanna Gerber holds shares of EMC, either directly or indirectly.

No third party is entitled to exercise the voting rights attached to shares of EMC under the agreement with Ms. Hanna Gerber.