DIAGNOSTIC & THERAPEUTIC CENTER OF ATHENS HYGEIA
Invitation to Ordinary General Meeting of the Shareholders
Following a resolution of the Board of Directors of the company with the corporate name "DIAGNOSTIC AND THERAPEUTIC CENTER OF ATHENS HYGEIA S.A", which was reached during its meeting that convened on 5.6.2008 the Company Shareholders are hereby invited to attend the Annual Ordinary General Meeting which convenes on Friday, 27.6.2008, at 17:00, in the Conference Room of the Offices of the "Investment Bank of Greece S.A.", located on the ground floor of the building at 24B Kifisias Ave in the Municipality of Maroussi of the Prefecture of Attica, in order to discuss and decide on the following issues on the agenda:
Issue 1: Submission and approval of both the Corporate and Consolidated Annual Financial Statements of fiscal year 2007 and the relative Reports prepared by the Board of Directors and the Certified Auditor Accountant. Distribution of profits.
Issue 2: Exemption of both the members of the Board of Directors and the Certified Auditor Accountant from any liability for compensation for the events that took place in 2007.
Issue 3: Appointment of an Auditing Company and of one ordinary and one deputy Certified Auditor Accountant from the Association of Certified Auditors Accountants for fiscal year 2008 and setting the fees thereof.
Issue 4: Approval of contracts and fees pursuant to articles 23a and 24 of Codified Law 2190/1920.
Issue 5: Election of new Board of Directors. - Appointment of Independent Members.
Issue 6: 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.
Issue 7: Increase of the Company's share capital with capitalization of reserves with simultaneous increase of each share nominal value. Further amendment of the article 5 (Share Capital - Shares) of the article of association of the Company.
Issue 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.
Issue 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 other provisions" as in force following its amendment with the Law 3604/2007.
In case that the quorum as stipulated by Law is not achieved so as to reach a decision on the above issues of agenda, there will be an A' Ordinary General on Tuesday 8.7.2007, at 17:00 in the aforementioned venue and if the assembly will reconvene for the third time there will be the B' Ordinary General Meeting on Monday, 21.7.2008, at 17:00 pm at the same place.
The issues of the agenda will be the ones mentioned above, with the exception of those where decisions have already been reached.
All Shareholders have the right to attend the Meeting, either in person or via their representative, pursuant to the Company's Articles of Association. Shareholders who wish to attend the Annual Ordinary General Meeting are obliged, via the Operator of their Account, in the case that their shares are registered in the Dematerialised Securities System, or via the Hellenic Exchanges Holdings S.A. (former Central Securities Depository), in the case that their shares are held in a Special Account, to block all or part of the shares that they hold and to submit the relative Share Commitment Certificate, issued either by their Operator or by the Hellenic Exchanges Holdings S.A. respectively, together with any document of representation to the Company's Treasury (4 Er. Stavrou, Marousi, Attiki) at least five (5) days prior to the date on which the Annual Ordinary General Meeting shall convene.
Issue 1: Submission and approval of both the Corporate and Consolidated Annual Financial Statements of fiscal year 2007 and the relative Reports prepared by the Board of Directors and the Certified Auditor Accountant. Distribution of profits.
Issue 2: Exemption of both the members of the Board of Directors and the Certified Auditor Accountant from any liability for compensation for the events that took place in 2007.
Issue 3: Appointment of an Auditing Company and of one ordinary and one deputy Certified Auditor Accountant from the Association of Certified Auditors Accountants for fiscal year 2008 and setting the fees thereof.
Issue 4: Approval of contracts and fees pursuant to articles 23a and 24 of Codified Law 2190/1920.
Issue 5: Election of new Board of Directors. - Appointment of Independent Members.
Issue 6: 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.
Issue 7: Increase of the Company's share capital with capitalization of reserves with simultaneous increase of each share nominal value. Further amendment of the article 5 (Share Capital - Shares) of the article of association of the Company.
Issue 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.
Issue 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 other provisions" as in force following its amendment with the Law 3604/2007.
In case that the quorum as stipulated by Law is not achieved so as to reach a decision on the above issues of agenda, there will be an A' Ordinary General on Tuesday 8.7.2007, at 17:00 in the aforementioned venue and if the assembly will reconvene for the third time there will be the B' Ordinary General Meeting on Monday, 21.7.2008, at 17:00 pm at the same place.
The issues of the agenda will be the ones mentioned above, with the exception of those where decisions have already been reached.
All Shareholders have the right to attend the Meeting, either in person or via their representative, pursuant to the Company's Articles of Association. Shareholders who wish to attend the Annual Ordinary General Meeting are obliged, via the Operator of their Account, in the case that their shares are registered in the Dematerialised Securities System, or via the Hellenic Exchanges Holdings S.A. (former Central Securities Depository), in the case that their shares are held in a Special Account, to block all or part of the shares that they hold and to submit the relative Share Commitment Certificate, issued either by their Operator or by the Hellenic Exchanges Holdings S.A. respectively, together with any document of representation to the Company's Treasury (4 Er. Stavrou, Marousi, Attiki) at least five (5) days prior to the date on which the Annual Ordinary General Meeting shall convene.