DIAGNOSTIC & THERAPEUTIC CENTER OF ATHENS HYGEIA
Decisions of the annual ordinary general meeting
The company "DIAGNOSTIC AND THERAPEUTIC CENTER OF ATHENS HYGEIA S.A", announces that the Ordinary General Meeting of the Shareholders on June 27th 2008, with the participation in person or through representative of 251 shareholders who represented a percentage of approximately 69.63% of the Company's Share Capital, made the following decisions unanimously:
1. Submission and approval of the Corporate and Consolidated Annual Financial Statements of the fiscal year 2007, the Management Report of the Board of Directors and the Audit Report of the Auditor. It was resolved the approval of the Corporate and Consolidated Annual Financial Statements for the fiscal year 2007, the Management Report of the Board of Directors and the Audit Report of the Chartered Accountant. Also, unanimously decided the distribution of profits of total amount of 10,050,472.80 euro, which corresponds to 0.08 euro per share. Finally, the B.o.D was unanimously authorized to announce the ex-dividend date, payment date and the procedure of the payment. A new announcement will follow for the notification of the investment community. The Company's B.o.D intends to distribute simultaneously on the one hand the abovementioned profits of 0.08 euro per share and on the other hand of the amount that will be returned to the shareholders as a consequence of the decided from the same General Meeting reduction of the share capital of 0.08 euro per share, i.e. of total amount of 0.16 euro per share.
2. Discharge of the members of the Board and Chartered Accountant - Auditor from all liabilities in respect of the fiscal year 2007.- - It was resolved that the members of the Board and the Chartered Accountant - Auditor be discharged from all liabilities in respect of the fiscal year 2007.
3. Appointment of an Auditing Firm, as well as of an ordinary and a substitute Chartered Accountant - Auditor from the Body of Chartered Accountants for the fiscal year 2008. Determination of their remuneration. - It was resolved that the ordinary audit of the company for the fiscal year 2008 be assigned to the Auditing Firm Grant Thornton S.A. Mr. Vasillios Kazas was appointed as ordinary auditor and Mr. Emmanouil Michalios was appointed as substitute. Finally, the remuneration of the appointed Chartered Accountants-Auditors was determined.
4. Approval of contracts and remunerations in accordance with articles 23a and 24 of codified law 2190/1920. Neither contracts were made nor remunerations were paid during the previous fiscal year, pursuant to the provisions of articles 23a and 24 of codified law 2190/1920, as in force.
5. Election of new Board of Directors. - Appointment of Independent Members. - It was unanimously decided the election of the new Board of Directors, comprising from the following members: Constantinos Stavrou, Andreas Vgenopoulos, Themistocles Charamis, Paschalis Bouchoris, Areti Souvatzoglou, Anthony F. Rapp, Ioannis Zervos, Anastasios Kyprianidis, Christos Maroudis, Vasilios Seitanidis, Paraskevas Kosmidis, Meletios Moustakas, Alexandros Edipidis, with annual term ending on June 27th, 2008. Also, Meletios Moustakas, Alexandros Edipidis were appointed as Independent Members.
6-7.Increase of the Company's share capital with capitalization of the readjustment of fixed assets reserves Law 2065/1992 of the Company, with simultaneous increase of each share nominal value and amendment of the article 5 (Share Capital -Shares) of the article of association of the Company. Increase of the Company's share capital with capitalization of reserves with simultaneous increase of each share nominal value. Further amendment of the article (Share Capital - Shares) of the Company's article of association. Following a discussion regarding issues 6-7 of the agenda unanimously resolved that the Company's share capital will be increased by the total amount of 10,050,472.80 euro with capitalization of the readjustment of fixed assets reserves Law 2065/1992 of the Company and with capitalization of the readjustment of fixed assets reserves -Premium from the issuance of stocks above par value.- with respective increase of the nominal value of each share from 0.41 euro, to 0.49 euro. Finally it was decided the amendment of the article 5 of the article of association of the Company.
8. Reduction of the Company's share capital through cash return to the shareholders and simultaneous reduction of each share nominal value. Further amendment of the article 5 (Share Capital - Shares) of the article of association of the Company. It was unanimously resolved the reduction of the Company's share Capital in the amount of 10,050,472.80 euro, in order to return this amount to the Company's shareholders with payment and respective reduction of the nominal value of the share from 0.49 euro to 0.41 euro. After that, the share capital of the Company will amount to 51,508,673.10 euro divided into 125,630,910 registered shares of a par value of 0.41 euro each. Also, it was unanimously decided to amend article 5 of the Company's Articles accordingly. Finally, the B.o.D was unanimously authorized to announce the payment date and the distribution procedure, for the capital return to the shareholders, following the reduction of the Company's share capital. The Company will proceed to the following announcement regarding the abovementioned. The Company's BoD intents to proceed to the simultaneous distribution of the abovementioned amount of 0.08 euro per share that will return due to the reduction of the share capital and the dividend of 0.08 euro per share that will be distributed due to the decision for profits distribution, i.e. the total amount of 0.16 euro per share.
9. Amendment of the article 5 (Share Capital - Shares), 6 (Company's share - transfer), 8 (rights & obligations of the shareholders), 9 (Board of Directors), 10 (Substitution of BoD members), 12 (formation to body), 14 (Representation of the Company), 15 (Transfer of responsibilities), 16 (Convocation of BoD), 18 (BoD minutes), 20 (Responsibilities of BoD members), 21 (Forbid Competition) 22 (General Meeting), 23 (Procedure for General Meeting Invitation), 24 (Representation of members), 27 (Quorum), 28 (Majority and way take of decision), 29 (Chairman of the General Meeting), 30 (Agenda-Minutes), 31 (Exclusive Responsibility of the General Meeting), 33 (Auditors ? Ordinary Audit), 34 (Minority rights), 35 (Duration of fiscal Year - Financial Statements), 36 (Net income ?Distribution of Profits), 38 and 39 (Dissolve, Liquidation, Reasons for winding up the Company), incorporation of new article 44 (General Provision), as well as any other relevant provision of the Company?s Articles in order to harmonize the Company?s Article of Association with the provisions of the Codified Law 2190/1920 «for Societe Anonyme and the other provisions? as in force following its amendment with the Law 3604/2007. The amendments of the abovementioned articles of the Company?s article of association were approved, as well as the amendment of the article 13 (BoD?s Responsibilities), 42 (Operation of Scientific Committee), 43 (Responsibilities and Operation of the Moral & Ethics Committee).
1. Submission and approval of the Corporate and Consolidated Annual Financial Statements of the fiscal year 2007, the Management Report of the Board of Directors and the Audit Report of the Auditor. It was resolved the approval of the Corporate and Consolidated Annual Financial Statements for the fiscal year 2007, the Management Report of the Board of Directors and the Audit Report of the Chartered Accountant. Also, unanimously decided the distribution of profits of total amount of 10,050,472.80 euro, which corresponds to 0.08 euro per share. Finally, the B.o.D was unanimously authorized to announce the ex-dividend date, payment date and the procedure of the payment. A new announcement will follow for the notification of the investment community. The Company's B.o.D intends to distribute simultaneously on the one hand the abovementioned profits of 0.08 euro per share and on the other hand of the amount that will be returned to the shareholders as a consequence of the decided from the same General Meeting reduction of the share capital of 0.08 euro per share, i.e. of total amount of 0.16 euro per share.
2. Discharge of the members of the Board and Chartered Accountant - Auditor from all liabilities in respect of the fiscal year 2007.- - It was resolved that the members of the Board and the Chartered Accountant - Auditor be discharged from all liabilities in respect of the fiscal year 2007.
3. Appointment of an Auditing Firm, as well as of an ordinary and a substitute Chartered Accountant - Auditor from the Body of Chartered Accountants for the fiscal year 2008. Determination of their remuneration. - It was resolved that the ordinary audit of the company for the fiscal year 2008 be assigned to the Auditing Firm Grant Thornton S.A. Mr. Vasillios Kazas was appointed as ordinary auditor and Mr. Emmanouil Michalios was appointed as substitute. Finally, the remuneration of the appointed Chartered Accountants-Auditors was determined.
4. Approval of contracts and remunerations in accordance with articles 23a and 24 of codified law 2190/1920. Neither contracts were made nor remunerations were paid during the previous fiscal year, pursuant to the provisions of articles 23a and 24 of codified law 2190/1920, as in force.
5. Election of new Board of Directors. - Appointment of Independent Members. - It was unanimously decided the election of the new Board of Directors, comprising from the following members: Constantinos Stavrou, Andreas Vgenopoulos, Themistocles Charamis, Paschalis Bouchoris, Areti Souvatzoglou, Anthony F. Rapp, Ioannis Zervos, Anastasios Kyprianidis, Christos Maroudis, Vasilios Seitanidis, Paraskevas Kosmidis, Meletios Moustakas, Alexandros Edipidis, with annual term ending on June 27th, 2008. Also, Meletios Moustakas, Alexandros Edipidis were appointed as Independent Members.
6-7.Increase of the Company's share capital with capitalization of the readjustment of fixed assets reserves Law 2065/1992 of the Company, with simultaneous increase of each share nominal value and amendment of the article 5 (Share Capital -Shares) of the article of association of the Company. Increase of the Company's share capital with capitalization of reserves with simultaneous increase of each share nominal value. Further amendment of the article (Share Capital - Shares) of the Company's article of association. Following a discussion regarding issues 6-7 of the agenda unanimously resolved that the Company's share capital will be increased by the total amount of 10,050,472.80 euro with capitalization of the readjustment of fixed assets reserves Law 2065/1992 of the Company and with capitalization of the readjustment of fixed assets reserves -Premium from the issuance of stocks above par value.- with respective increase of the nominal value of each share from 0.41 euro, to 0.49 euro. Finally it was decided the amendment of the article 5 of the article of association of the Company.
8. Reduction of the Company's share capital through cash return to the shareholders and simultaneous reduction of each share nominal value. Further amendment of the article 5 (Share Capital - Shares) of the article of association of the Company. It was unanimously resolved the reduction of the Company's share Capital in the amount of 10,050,472.80 euro, in order to return this amount to the Company's shareholders with payment and respective reduction of the nominal value of the share from 0.49 euro to 0.41 euro. After that, the share capital of the Company will amount to 51,508,673.10 euro divided into 125,630,910 registered shares of a par value of 0.41 euro each. Also, it was unanimously decided to amend article 5 of the Company's Articles accordingly. Finally, the B.o.D was unanimously authorized to announce the payment date and the distribution procedure, for the capital return to the shareholders, following the reduction of the Company's share capital. The Company will proceed to the following announcement regarding the abovementioned. The Company's BoD intents to proceed to the simultaneous distribution of the abovementioned amount of 0.08 euro per share that will return due to the reduction of the share capital and the dividend of 0.08 euro per share that will be distributed due to the decision for profits distribution, i.e. the total amount of 0.16 euro per share.
9. Amendment of the article 5 (Share Capital - Shares), 6 (Company's share - transfer), 8 (rights & obligations of the shareholders), 9 (Board of Directors), 10 (Substitution of BoD members), 12 (formation to body), 14 (Representation of the Company), 15 (Transfer of responsibilities), 16 (Convocation of BoD), 18 (BoD minutes), 20 (Responsibilities of BoD members), 21 (Forbid Competition) 22 (General Meeting), 23 (Procedure for General Meeting Invitation), 24 (Representation of members), 27 (Quorum), 28 (Majority and way take of decision), 29 (Chairman of the General Meeting), 30 (Agenda-Minutes), 31 (Exclusive Responsibility of the General Meeting), 33 (Auditors ? Ordinary Audit), 34 (Minority rights), 35 (Duration of fiscal Year - Financial Statements), 36 (Net income ?Distribution of Profits), 38 and 39 (Dissolve, Liquidation, Reasons for winding up the Company), incorporation of new article 44 (General Provision), as well as any other relevant provision of the Company?s Articles in order to harmonize the Company?s Article of Association with the provisions of the Codified Law 2190/1920 «for Societe Anonyme and the other provisions? as in force following its amendment with the Law 3604/2007. The amendments of the abovementioned articles of the Company?s article of association were approved, as well as the amendment of the article 13 (BoD?s Responsibilities), 42 (Operation of Scientific Committee), 43 (Responsibilities and Operation of the Moral & Ethics Committee).