Report no. 59/2013

The Management Board of EMC Instytut Medyczny S.A. with its registered office in Wrocław ("EMC") 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 21 June 2013  a notification was received from Ms. Matylda Gerber informing that on 19 June 2013 Ms. Matylda Gerber ,through Netskill Management Ltd with its registered office in Nicosia, Cyprus ("Netskill"), indirectly disposed of and that through MLV 43 sp. z o.o. with its registered office in Warsaw ("MLV 43") and Netskill, she indirectly purchased 1,982,828 shares of EMC. The said shares constitute 23.81% of the share capital of EMC and carry 2,685,123 voting rights at the Meeting of Shareholders EMC, which represents 27.32% of the total number of  votes at the General Meeting ( including 702,295 registered privileged series A Shares constituting 8.43% of the share capital of EMC that carry 1,404,590 voting rights at the General Meeting of Shareholders of EMC, which represents 14.29% of the total number of votes votes at the General Meeting of Shareholders of EMC as well as 1,280,533 ordinary bearer shares constituting 15,38% of the share capital of EMC that carry 1,280,533 voting rights at the General Meeting of Shareholders of EMC, which represents 13.03% of the total number of votes at the General Meeting of Shareholders of EMC) i.e. Ms. Matylda Gerber has indirectly exceeded  the 20% threshold of the share capital of EMC and 25% of the total number of votes of EMC. 
 

In line with the said notification, the exceeding of the threshold occurred on 19 June 2013 in connection with  transferring  to MLV 43 127,658 shares in the share capital of Netskill by Ms Matylda Gerber as an in-kind contribution in respect of  taking 473,641 shares in the increased share capital of MLV 43 by Ms Matylda Gerber on 14 June 2013. At the moment, Netskill directly holds 1,982,828 shares of EMC. The said shares constitute 23.81% of the share capital of EMC and carry 2,685,123 voting rights at the Meeting of Shareholders EMC, which represents 27.32% of the total number of  votes at the General Meeting ( including 702,295 registered privileged series A Shares constituting 8.43% of the share capital of EMC that carry 1,404,590 voting rights at the General Meeting of Shareholders of EMC, which represents 14.29% of the total number of votes votes at the General Meeting of Shareholders of EMC as well as 1,280,533 ordinary bearer shares constituting 15,38% of the share capital of EMC that carry 1,280,533 voting rights at the General Meeting of Shareholders of EMC, which represents 13.03% of the total number of votes at the General Meeting of Shareholders of EMC).
 

Prior to the said disposal of and purchase of shares, Ms. Matylda Gerber, Ms., through Netskill , indirectly held 1,982,828 shares of EMC that  constitute 23.81% of the share capital of EMC and carry 2,685,123 voting rights at the Meeting of Shareholders EMC, which represents 27.32% of the total number of  votes at the General Meeting ( including 702,295 registered privileged series A Shares constituting 8.43% of the share capital of EMC that carry 1,404,590 voting rights at the General Meeting of Shareholders of EMC, which represents 14.29% of the total number of votes votes at the General Meeting of Shareholders of EMC as well as 1,280,533 ordinary bearer shares constituting 15,38% of the share capital of EMC that carry 1,280,533 voting rights at the General Meeting of Shareholders of EMC, which represents 13.03% 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 and  Ms. Maria Gerber, who, through Netskill, indirectly held 1,982,828 shares of EMC that  constitute 23.81% of the share capital of EMC and carry 2,685,123 voting rights at the Meeting of Shareholders EMC, which represents 27.32% of the total number of  votes at the General Meeting ( including 702,295 registered privileged series A Shares constituting 8.43% of the share capital of EMC that carry 1,404,590 voting rights at the General Meeting of Shareholders of EMC, which represents 14.29% of the total number of votes votes at the General Meeting of Shareholders of EMC as well as 1,280,533 ordinary bearer shares constituting 15,38% of the share capital of EMC that carry 1,280,533 voting rights at the General Meeting of Shareholders of EMC, which represents 13.03% 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 43 andNetskill, indirectly holds 1,982,828 shares of EMC that constitute 23.81% of the share capital of EMC and carry 2,685,123 voting rights at the Meeting of Shareholders EMC, which represents 27.32% of the total number of  votes at the General Meeting ( including 702,295 registered privileged series A Shares constituting 8.43% of the share capital of EMC that carry 1,404,590 voting rights at the General Meeting of Shareholders of EMC, which represents 14.29% of the total number of votes votes at the General Meeting of Shareholders of EMC as well as 1,280,533 ordinary bearer shares constituting 15,38% of the share capital of EMC that carry 1,280,533 voting rights at the General Meeting of Shareholders of EMC, which represents 13.03% of the total number of votes at the General Meeting of Shareholders of EMC).
 

Consequently, the parties to the said  agreement as defined in  Art. 87 (1) (5) of the Act on Public Offering, which comprises Ms. Matylda Gerber and Ms. Maria Gerber, through MLV 43 and  Netskill,    indirectly hold 1,982,828 shares of EMC that constitute 23.81% of the share capital of EMC and carry 2,685,123 voting rights at the Meeting of Shareholders EMC, which represents 27.32% of the total number of  votes at the General Meeting ( including 702,295 registered privileged series A Shares constituting 8.43% of the share capital of EMC that carry 1,404,590 voting rights at the General Meeting of Shareholders of EMC, which represents 14.29% of the total number of votes votes at the General Meeting of Shareholders of EMC as well as 1,280,533 ordinary bearer shares constituting 15,38% of the share capital of EMC that carry 1,280,533 voting rights at the General Meeting of Shareholders of EMC, which represents 13.03% of the total number of votes at the General Meeting of Shareholders of EMC).

 

Ms. Matylda 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 43 and Netskill, no other  subsidiary of Ms. Matylda 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. Matylda Gerber.
 

Legal grounds:

Art. 70 (1) 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 (i.e. OJ L 185 item 1439, as amended).