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37/2013 Termination of a significant agreement and conclusion of significant agreements

The Management Board of Centrum Medyczne ENEL-MED S.A. (hereinafter the Company) informs of signing on 31 October 2013 of an agreement between the Company and Proscan Sp. z o.o. on termination as of 31 October 2013 of an agreement for provision of cleaning services and daily maintenance concluded on 30 January 2013. The Company informed about conclusion of this agreement in its Current Report No. 4/2013 of 30 January 2013, and about its extension – in its Current Report No. 11/2013 of 4 March 2013.

At the same time, on 31 October 2013, the Company concluded with Proscan Sp. z o.o. the following agreements:

1)   an agreement for provision of cleaning services and daily maintenance with respect to the centres belonging to the organised part of the Company being a set of tangible and intangible assets organisationally and financially separated within the existing Company and intended for carrying out activities in the field of diagnostic imaging in the following facilities: Bielany Diagnostic Centre in Warszawa, MRI Laboratory at the Grunwaldzka Centre in Gdańsk, MRI Laboratory in Konin, MRI Laboratory in Mielec, CT Laboratory in Poznań, MRI Laboratory in Łomża, CT Laboratory in Wołomin, and Diagnostic Laboratory in Lublin (hereinafter the Organised Part of the Enterprise), which is to be contributed to a subsidiary under the business name of Centrum Medyczne Diagnostyka Sp. z o.o. with its registered office in Warszawa (hereinafter the Subsidiary). The Company informed of conclusion of the agreement obliging the Company to make an in-kind contribution of the Organised Part of the Enterprise to the Subsidiary in its Current Report No. 34/2013 of 4 October 2013.

The agreement with Proscan Sp. z o.o. was concluded for an indefinite period and shall enter into force on the day of its signature, with the provision that, at the date of making the in-kind contribution in the form of the Organised Part of the Enterprise to the Subsidiary, the agreement will be continued by the Subsidiary and all the rights and obligations of the Company hereunder and payable by the Company as of the day of making the in-kind contribution of the Organised Part of the Enterprise to the Subsidiary will be performed by the Subsidiary.

The agreement was concluded for an indefinite period and enters into force upon its signature.

The value of the agreement during the period of 5 years amounts to PLN 728.113,80 net.

2)    an agreement for provision of cleaning services and daily maintenance with respect to the facilities that do not form part of the Organised Part of the Enterprise.
The agreement was concluded for an indefinite period and enters into force upon its signature.
The value of the agreement during the period of 5 years amounts to PLN 7.365.424,20 net.

Both agreements envisage the following contractual penalties:

a)    in the case of improper performance of the service confirmed by a protocol signed by both Parties, the Company has the right to impose a contractual penalty on Proscan Sp. z o.o. in the amount of 10% of the monthly remuneration for the facility where the irregularities have been observed for each case of irregularity;

b)    in the case of breach of the obligation to maintain confidentiality, the Company has the right to impose a contractual penalty equal to 10% of the monthly remuneration for the facility for each violation.

The total value of the two agreements during the period of five years amounts to PLN 8.093.538,00 net. The agreements are treated as significant since their total value exceeds 10% of the Company’s equity.

The terms of provision by Proscan Sp. z o.o. of services to the Company under the agreements concluded on 30 October 2013 are essentially identical to the terms of the agreement for provision of cleaning services and daily maintenance concluded on 30 January 2013, which was terminated on the basis of an agreement between the parties. The reason for terminating the agreement and concluding two separate agreements was to ensure that, as of the day of making the contribution to the Subsidiary in the form of the Organised Part of the Enterprise, the rights and obligations under the agreement concluded with Proscan Sp. z o.o. with respect to the facilities forming part of the Organised Part of the Enterprise will be transferred to the Subsidiary without the need to make separate declarations of intent in this regard.