Decisions of Annual General Shareholder Meeting
DIAGNOSTIC AND THERAPEUTIC CENTER OF ATHENS HYGEIA SA
Decisions of Annual General Shareholder Meeting
held on 27/05/2014
The DIAGNOSTIC AND THERAPEUTIC CENTER OF ATHENS HYGEIA SA (hereinafter “the Company'), in accordance with paragraph 4.1.3.3 of the Athens Exchange Regulation, announces that the Annual General Meeting of the Company Shareholders was held on 27/5/2014, with the shareholders who attended in person or by proxy holder representing 73.76% of the paid-up share capital.
Item 1: Submission and approval of the Separate and Consolidated Financial Statements for the 2013 fiscal year, and the relevant BoD and Chartered Accountant/Auditor Reports
The General Meeting approved the Annual Financial Statements, both Separate and Consolidated, for the fiscal year ended on 31/12/2013, as well as the BoD and Chartered Accountant/Auditor Reports.
Total valid votes: 27 shareholders who represented 225,503,471 shares and voting rights in total, i.e. 73.76% of the Company's paid-up share capital.
For: 27 shareholders who represented 225,503,471 shares and voting rights in total, i.e. 73.76% of the Company's paid-up share capital.
Against: None of the shareholders.
Abstentions: None of the shareholders.
Item 2: Discharge of BoD members and Chartered Accountants/Auditors from any liability with regard to the 2013 fiscal year activities
It was decided that the BoD members and Chartered Accountants/Auditors were released from any liability to pay compensation with regard to the 2013 fiscal year activities.
Total valid votes: 27 shareholders who represented 225,503,471 shares and voting rights in total, i.e. 73.76% of the Company's paid-up share capital.
For: 25 shareholders who represented 224,983,471 shares and voting rights in total, i.e. 73.59% of the Company's paid-up share capital.
Against: None of the shareholders.
Abstentions: 2 shareholder who represented 520,000 shares and voting rights in total, i.e. 0.17% of the Company's paid-up share capital.
Item 3: Appointment of Chartered Accountants/Auditors for the 2014 fiscal year
The Chartered Accountants Company Grant Thornton SA was appointed as regular Auditor for the 2014 fiscal year, in accordance with the legislation in force.
Total valid votes: 27 shareholders who represented 225,503,471 shares and voting rights in total, i.e. 73.76% of the Company's paid-up share capital.
For: 27 shareholders who represented 225,503,471 shares and voting rights in total, i.e. 73.76% of the Company's paid-up share capital.
Against: None of the shareholders.
Abstentions: None of the shareholders.
Item 4: Approval of remunerations and contracts in accordance with Articles 23a and 24 of Codified Law 2190/1920
There were no remunerations and contracts for approval by the General Meeting; therefore, no decision was made.
Total valid votes: 27 shareholders who represented 225,503,471 shares and voting rights in total, i.e. 73.76% of the Company's paid-up share capital.
For: 27 shareholders who represented 225,503,471 shares and voting rights in total, i.e. 73.76% of the Company's paid-up share capital.
Against: None of the shareholders.
Abstentions: None of the shareholders.
Item 5: Election of new BoD - Appointment of Independent BoD Members
A new BoD was elected with a 2-year office term, which will manage the company until 26/05/2016. The BoD is made up of the following individuals:
- Andreas Vgenopoulos, son of Evangelos
- Georgios Politis, son of Spyridon
- Areti Souvatzoglou, daughter of Georgios
- Andreas Kartapanis, son of Antonios
- Sotirios Gougoulakis, son of Tilemachos
- Georgios Efstratiadis, son of Efstratios
- Georgios Zacharopoulos, son of Panagiotis
- Anastasios Kyprianidis, son of Georgios
- Christos Maroudis, son of Georgios
- Ioannis Andreou, son of Andreas
- Evangelos Dedoulis, son of Nikolaos
- Meletios Moustakas, son of Nikolaos
- Alaxendros Edipidis, son of Theodoros
In accordance with Articles 3 and 4 of Law 3016/2002, Messrs Meletios Moustakas and Alexandros Edipidis were appointed Independent Non-Executive Members of the Company's BoD.
Total valid votes: 27 shareholders who represented 225,503,471 shares and voting rights in total, i.e. 73.76% of the Company's paid-up share capital.
For: 12 shareholders who represented 225,292,900 shares and voting rights in total, i.e. 73.69% of the Company's paid-up share capital.
Against: 7 shareholders who represented 154,782 shares and voting rights in total, i.e. 0.05% of the Company's paid-up share capital.
Abstentions: 8 shareholders who represented 55,789 shares and voting rights in total, i.e. 0.02% of the Company's paid-up share capital.
Item 6: Election of Audit Committee Members in accordance with Article 37 of Law 3693/2008
Messrs:
- Anastasios Kyprianidis, son of Georgios
- Meletios Moustakas, son of Nikolaos
- Alexandros Edipidis, son of Theodoros
were appointed as the new members of the Audit Committee, in line with Article 37 of Law 3693/2008. It was further decided that Mr Anastasios Kyprianidis will serve as Audit Committee Chairman.
Total valid votes: 27 shareholders who represented 225,503,471 shares and voting rights in total, i.e. 73.76% of the Company's paid-up share capital.
For: 27 shareholders who represented 225,503,471 shares and voting rights in total, i.e. 73.76% of the Company's paid-up share capital.
Against: None of the shareholders.
Abstentions: None of the shareholders.
Item 7: Amendment of Article 23 (General Meeting Notice/Agenda)
The proposed amendment of Articles 23 (General Meeting Notice/Agenda) and 35 (Fiscal Year Duration/Annual Financial Statements) of the Company's Articles of Association were approved, draft of which has already been uploaded in electronic form on the Company's and ATHEX webpage.
Total valid votes: 27 shareholders who represented 225,503,471 shares and voting rights in total, i.e. 73.76% of the Company's paid-up share capital.
For: 27 shareholders who represented 225,503,471 shares and voting rights in total, i.e. 73.76% of the Company's paid-up share capital.
Against: None of the shareholders.
Abstentions: None of the shareholders.
Item 8: Other issues/announcements
There were no other issues for discussion; therefore, no decisions were made.