28/05/2013
Report no. 49/2013
The Disposal 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 due to the disposal of 1,215,779 shares of EMC Instytut Medyczny S.A. with its registered office in Wrocław ("EMC") through MLV 41 sp. z o.o. with its registered office in Warsaw ("MLV 41")and through Soporto Invest B.V. with its registered office in Amsterdam, the Netherlands ("Soporto”). 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 shares were sold on 27 May 2013 in relation to an investment agreement entered into by MLV 41, Ms Hanna Gerber and CareUp B.V. with its registry office in Amsterdam, the Netherlands ("CareUp") under which MLV 41 sold to CareUp 96,830 shares of Soporto that 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).
Prior to the said disposal of shares, Ms. Hanna Gerber, through MLV 41 and Soporto, indirectly held 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).
Ms. Hanna Gerber was a party to an agreement as defined in Art. 87 (1) (5) of the Act on Public Offering, which comprised Ms. Matylda Gerber, Ms. Maria Gerber and Ms. Hanna Gerber, who through Netskill Management Ltd with its registered office in Nicosia, Cyprus("Netskill") and MLV 41 and Soporto indirectly 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). In line with the said notification, Ms. Hanna Gerber does not hold any shares of EMC, either directly or indirectly.
In connection with the said sale of shares,Ms. Hanna Gerber is no longer a party to an agreement as defined in Art. 87 (1) (5) of the Act on Public Offering, which currently comprises Ms. Matylda Gerber and Ms. Maria Gerber.
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.
No 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.