IASO S.A.
INVITATION TO THE ORDINARY GENERAL SHAREHOLDERS
MEETING
INVITATION TO THE ORDINARY GENERAL SHAREHOLDERS MEETING OF THE SOCIETE ANONYME TRADING AS IASO SA PRIVATE GENERAL OBSTETRICS-GYNECOLOGY & PEDIATRICS CLINIC-DIAGNOSTIC, THERAPEUTIC & RESEARCH CENTER S.A.
By a Board of Directors resolution of the societe anonyme trading as IASO SA PRIVATE GENERAL OBSTETRICS-GYNECOLOGY & PEDIATRICS CLINICDIAGNOSTIC, THERAPEUTIC & RESEARCH CENTER S.A, with distinctive title IASO SA (hereinafter the 'Company'), at its meeting held on May 6th 2011, pursuant to the provisions of the Law and the Company's Articles of Association, shareholders are invited to the Ordinary General Meeting to be held on June 3rd 2011, on Friday at 12.00 pm. at the Company's premises in Maroussi-Attica at 37-39 Kifissias Avenue (Ground floor ? New Events Room), for discussion and decision making on the following items of the agenda:
1. Submission of the annual financial statements (consolidated and non consolidated) for the financial year that ended on 31.12.2010, submission of the report of the BoD, which will also include the corporate governance statement according to article 43a par. 3(d) of the c.l.2190/1920, and the Statutory Auditor and approval of the annual financial statements of the Company for the financial year that ended on 31.12.2010.
2. Discharge of the Members of the BoD from any responsibility for indemnification for the financial year that ended on 31.12.2010.
3. Discharge of the Statutory Auditor from any responsibility for indemnification for the financial year that ended on 31.12.2010.
4. Decision regarding the distribution of profits of the financial year 2010.
5. Appointment of the Auditors (regular and surrogate) for the financial year 2011 and determination of their remuneration.
6. Granting permission according to art. 23 par. 1 of c.l. 2190/1920 to the Members of the BoD and the Managers of the Company to participate in the BoD or the management of the subsidiary companies.
If the quorum, as stipulated by law and the Company's articles of association, is not reached, and therefore no decision is taken on the agenda items, the Company's General Shareholders Meeting will convene at a Reiterative Meeting on June 17th 2011, on Friday at 12.00 pm at the Company's headquarters in the same premise as mentioned above, without publishing a new invitation. If the quorum, as stipulated by law and the Company's articles of association, is not reached at the above Reiterative Meeting either, and therefore no decision is taken on the agenda items, the Company's General Shareholders Meeting will convene at a second Reiterative Meeting on July 1st 2011, on Friday at 12.00 pm at the Company's headquarters in the same premise as mentioned above.
It is underscored that no new invitation will be published for the Reiterative Meetings, in accordance with article 29 of codified law 2190/1920, as applying.
In accordance with articles 26 par. 2b, 27 and 28a of codified law 2190/1920, as modified and applying, the Company informs shareholders on the following:
PARTICIPATION RIGHT IN THE GENERAL MEETING
Any shareholder listed in the dematerialized securities system files, managed by the Hellenic Exchanges SA where Company?s shares are kept, is entitled to participate in the Ordinary General Meeting.
Shareholder capacity is evidenced directly by electronic connection of the Company with Hellenic Exchanges SA files.
Shareholder capacity must be in force on May 29th 2011, namely on the fifth day prior to the Ordinary General Meeting date on June 3rd 2011 (Registration Date) and the relevant electronic certification on the shareholder capacity must have reached the Company the latest on the third day before the General Meeting, namely by May 31st 2011. Further to the above, if the shareholder is a legal entity, it shall submit all the documents necessary for its legalization, as laid down by law, within the same deadline. Any shareholder fulfilling the same aforementioned requirements may participate in the Α? and Β? reiterative General Meeting on June 17th and July 1st 2011. Shareholder capacity must be in force on June 13th 2011 for Α? Reiterative General Meeting and on June 27th 2011 for Β? Reiterative General Meeting, namely on the fourth day of the A? and B? reiterative General Meeting (Registration Date of Reiterative General Meeting). As regards shareholder capacity and representation of legal entitiesshareholders to the meeting, the above deadlines referring to the first meeting shall apply. Any entity bearing the shareholder capacity on the relevant Registration Date is entitled, vis-a-vis the Company, to participation and voting right in the General Meeting. In case of non compliance with the provisions of article 28α of codified law 2190/1920, the shareholder in question will participate in the General Meeting only on permission by the latter.
The exercise of such rights does not presuppose the blocking of the beneficiary's shares neither the adherence to another similar procedure which restricts the possibility of sale and transfer of such shares during the period between the Registration Date and the Extraordinary General Meeting.
INVITATION TO THE ORDINARY GENERAL SHAREHOLDERS
SHAREHOLDERS' MINORITY INTEREST
According to article 39, par. 2, 2a, 4 and 5 of codified law.2190/1920, shareholders preserve the following rights inter alia:
a) With an application by shareholders, representing one twentieth (1/20) of the paid up share capital, the Company's Board of Directors is bound to include in the General Meeting additional agenda items, if the relevant application reaches the Board of Directors at least fifteen (15) days before the General Meeting, namely by May 19th 2011. The application for inclusion of additional items on the agenda is accompanied by a justification or a draft decision to be approved at the General Meeting and the revised agenda is published likewise, as the previous agenda, thirteen (13) days before the General Meeting date, namely on May 21st 2011, and at the same time it is made available to shareholders by being posted on the Company's website, together with the justification or the draft decision having been submitted by shareholders, pursuant to article 27, par. 3 of codified law 2190/1920.
b)With an application by shareholders, representing one twentieth (1/20) of the paid up share capital, the Board of Directors makes available to shareholders, in line with article 27 par.3 of codified law 2190/1920, at least six (6) days prior to the General Meeting date, namely the latest by May 28th 2011, draft decisions of items having been included in the initial or possibly revised agenda, if the relevant application had reached the Board at least seven (7) days prior to the General Meeting date, namely by May 27th 2011.
c) After an application by any shareholder, submitted to the Company at least five (5) full days before the General Meeting, so that by May 28th 2011, the Board of Directors is bound to offer the General Meeting the specific information requested with respect to the Company affairs, to the extent that these are useful for the actual assessment of agenda items. The Board may give a comprehensive reply to shareholders applications with the same content. Information disclosure liability does not exist, in case the relevant information is already available on the Company's webpage, particularly in the form of questions and answers. Furthermore following an application by the shareholders representing 1/20 of the paid up share capital, the Board must announce to the General Meeting the amounts which during the last two years were paid to each member of the Board or the Managers of the Company as well as any benefit to these persons for any reason or any contract between them and the Company. In all the above under c) cases the Board may decline provision of information for an adequate and substantial reason, mentioned in the minutes.
d)With shareholders request, representing one fifth (1/5) of the paid up share capital, submitted to the Company within at least five (5) full days before the General Meeting, namely by May 28th 2011, the Board is bound to offer the General Meeting information on the progress of corporate affairs and the Company's assets. The Board of Directors may decline provision of information for an adequate and substantial reason, mentioned in the minutes.
In all above cases, shareholders must proof their capacity during the exercise of such right. Such evidence may be considered the submission of a certification by Hellenic Exchanges SA or the certification of shareholder identity with direct electronic connection between Hellenic Exchanges SA and our Company.
PROCEDURE FOR THE EXERCISE OF VOTING RIGHT BY A PROXY
Shareholders entitled to participate in the General Meeting, as indicated above, may do so and vote either in person or by proxy. A proxy acting on behalf of more than one shareholder may vote differently for each one of them. Legal entities participate in the General Meeting appointing as their proxies up to three (3) natural persons.
The shareholder's proxy is bound to disclose to the Company, prior to the beginning of the General Meeting, any specific event which may be useful to shareholders to evaluate the risk of the proxy serving interests other than the shareholder's interests. Pursuant to the above, conflict of interest may result when the proxy: a) is shareholder exercising control in the Company or is another legal entity controlled by the shareholder, or b) is a member of the Board of Directors or of the Company's management or of a shareholder exercising control in the Company or other legal entity controlled by the shareholder who exercises control in the Company, or c) is employee or chartered auditor of the Company or shareholder exercising control in the Company or other legal entity controlled by a shareholder, who exercises control in the Company, or d) is spouse or first degree relative to one of the natural persons mentioned above under cases a' to c'.
Every shareholder may appoint up to three (3) proxies. However, if a shareholder holds Company shares appearing in more than one securities accounts, such restriction does not constitute an impediment for the shareholder to appoint various proxies for the shares appearing in each securities account in relation to the General Meeting. Appointment and revocation of a shareholder's proxy is only performed in writing and disclosed to the Company in writing at least three (3) days before the fixed General Meeting date, namely until May 31st 2011. Any Company shareholders being legal entities must submit within the same deadline all the documents necessary for their legalization, as stipulated by law. The Company's Articles of Association does not foresee appointment or revocation of a shareholder's proxy by electronic means, according to article 28a par. 3, of codified law 2190/1920.
The Company has posted on its webpage, www.iaso.gr, a form to be used by shareholders for the appointment of a proxy, while shareholders may also obtain the hard copy from the Company's Shareholder Service Desk (37-39 Kifissias Avenue, GR-15123 Maroussi, Attica, tel. +30 210 6184176 and 177). This form must have been sent to the Shareholder Service Desk filled out in all its points and signed by the shareholder, according to the specific filling out, signing and submitting instructions included in the form, either by fax at + 30 210 6184180, for the attention of Shareholder Service Desk, or by mail to the Shareholder Service Desk at 37-39 Kifissias Avenue, GR-151 23 Maroussi, Attica. In any case, it must have been delivered to the Company at least three (3) days before the General Meeting date. In case of a reiterative General Meeting, the above form must have been sent to the Company's Shareholder Service Desk in writing and been delivered thereto at least three (3) days prior to the reiterative General Meeting date. Should the proxy appointment form be sent by mail to the Company or by fax to the above number, and therefore, not signed before the responsible person at the Shareholder Service, the shareholder's signature should be certified or else it shall not be accepted by the Company. The shareholder must see to confirming successful dispatch and receipt of the proxy appointment form by the Company, calling the Shareholder Service at +30 210 6184176 and 177.
AVAILABLE DOCUMENTS AND INFORMATION
The information and documents foreseen in article 27 par. 3 of codified law 2190/1920, as applying, will be posted, as of the present invitation publication date, on the Company's webpage www.iaso.gr, in unit 'Investor Relations'; hard copies will be available at the Company's headquarters, Shareholder Service Desk, on 37-39 Kifissias Avenue, GR-15123 Maroussi, Attica.
By a Board of Directors resolution of the societe anonyme trading as IASO SA PRIVATE GENERAL OBSTETRICS-GYNECOLOGY & PEDIATRICS CLINICDIAGNOSTIC, THERAPEUTIC & RESEARCH CENTER S.A, with distinctive title IASO SA (hereinafter the 'Company'), at its meeting held on May 6th 2011, pursuant to the provisions of the Law and the Company's Articles of Association, shareholders are invited to the Ordinary General Meeting to be held on June 3rd 2011, on Friday at 12.00 pm. at the Company's premises in Maroussi-Attica at 37-39 Kifissias Avenue (Ground floor ? New Events Room), for discussion and decision making on the following items of the agenda:
1. Submission of the annual financial statements (consolidated and non consolidated) for the financial year that ended on 31.12.2010, submission of the report of the BoD, which will also include the corporate governance statement according to article 43a par. 3(d) of the c.l.2190/1920, and the Statutory Auditor and approval of the annual financial statements of the Company for the financial year that ended on 31.12.2010.
2. Discharge of the Members of the BoD from any responsibility for indemnification for the financial year that ended on 31.12.2010.
3. Discharge of the Statutory Auditor from any responsibility for indemnification for the financial year that ended on 31.12.2010.
4. Decision regarding the distribution of profits of the financial year 2010.
5. Appointment of the Auditors (regular and surrogate) for the financial year 2011 and determination of their remuneration.
6. Granting permission according to art. 23 par. 1 of c.l. 2190/1920 to the Members of the BoD and the Managers of the Company to participate in the BoD or the management of the subsidiary companies.
If the quorum, as stipulated by law and the Company's articles of association, is not reached, and therefore no decision is taken on the agenda items, the Company's General Shareholders Meeting will convene at a Reiterative Meeting on June 17th 2011, on Friday at 12.00 pm at the Company's headquarters in the same premise as mentioned above, without publishing a new invitation. If the quorum, as stipulated by law and the Company's articles of association, is not reached at the above Reiterative Meeting either, and therefore no decision is taken on the agenda items, the Company's General Shareholders Meeting will convene at a second Reiterative Meeting on July 1st 2011, on Friday at 12.00 pm at the Company's headquarters in the same premise as mentioned above.
It is underscored that no new invitation will be published for the Reiterative Meetings, in accordance with article 29 of codified law 2190/1920, as applying.
In accordance with articles 26 par. 2b, 27 and 28a of codified law 2190/1920, as modified and applying, the Company informs shareholders on the following:
PARTICIPATION RIGHT IN THE GENERAL MEETING
Any shareholder listed in the dematerialized securities system files, managed by the Hellenic Exchanges SA where Company?s shares are kept, is entitled to participate in the Ordinary General Meeting.
Shareholder capacity is evidenced directly by electronic connection of the Company with Hellenic Exchanges SA files.
Shareholder capacity must be in force on May 29th 2011, namely on the fifth day prior to the Ordinary General Meeting date on June 3rd 2011 (Registration Date) and the relevant electronic certification on the shareholder capacity must have reached the Company the latest on the third day before the General Meeting, namely by May 31st 2011. Further to the above, if the shareholder is a legal entity, it shall submit all the documents necessary for its legalization, as laid down by law, within the same deadline. Any shareholder fulfilling the same aforementioned requirements may participate in the Α? and Β? reiterative General Meeting on June 17th and July 1st 2011. Shareholder capacity must be in force on June 13th 2011 for Α? Reiterative General Meeting and on June 27th 2011 for Β? Reiterative General Meeting, namely on the fourth day of the A? and B? reiterative General Meeting (Registration Date of Reiterative General Meeting). As regards shareholder capacity and representation of legal entitiesshareholders to the meeting, the above deadlines referring to the first meeting shall apply. Any entity bearing the shareholder capacity on the relevant Registration Date is entitled, vis-a-vis the Company, to participation and voting right in the General Meeting. In case of non compliance with the provisions of article 28α of codified law 2190/1920, the shareholder in question will participate in the General Meeting only on permission by the latter.
The exercise of such rights does not presuppose the blocking of the beneficiary's shares neither the adherence to another similar procedure which restricts the possibility of sale and transfer of such shares during the period between the Registration Date and the Extraordinary General Meeting.
INVITATION TO THE ORDINARY GENERAL SHAREHOLDERS
SHAREHOLDERS' MINORITY INTEREST
According to article 39, par. 2, 2a, 4 and 5 of codified law.2190/1920, shareholders preserve the following rights inter alia:
a) With an application by shareholders, representing one twentieth (1/20) of the paid up share capital, the Company's Board of Directors is bound to include in the General Meeting additional agenda items, if the relevant application reaches the Board of Directors at least fifteen (15) days before the General Meeting, namely by May 19th 2011. The application for inclusion of additional items on the agenda is accompanied by a justification or a draft decision to be approved at the General Meeting and the revised agenda is published likewise, as the previous agenda, thirteen (13) days before the General Meeting date, namely on May 21st 2011, and at the same time it is made available to shareholders by being posted on the Company's website, together with the justification or the draft decision having been submitted by shareholders, pursuant to article 27, par. 3 of codified law 2190/1920.
b)With an application by shareholders, representing one twentieth (1/20) of the paid up share capital, the Board of Directors makes available to shareholders, in line with article 27 par.3 of codified law 2190/1920, at least six (6) days prior to the General Meeting date, namely the latest by May 28th 2011, draft decisions of items having been included in the initial or possibly revised agenda, if the relevant application had reached the Board at least seven (7) days prior to the General Meeting date, namely by May 27th 2011.
c) After an application by any shareholder, submitted to the Company at least five (5) full days before the General Meeting, so that by May 28th 2011, the Board of Directors is bound to offer the General Meeting the specific information requested with respect to the Company affairs, to the extent that these are useful for the actual assessment of agenda items. The Board may give a comprehensive reply to shareholders applications with the same content. Information disclosure liability does not exist, in case the relevant information is already available on the Company's webpage, particularly in the form of questions and answers. Furthermore following an application by the shareholders representing 1/20 of the paid up share capital, the Board must announce to the General Meeting the amounts which during the last two years were paid to each member of the Board or the Managers of the Company as well as any benefit to these persons for any reason or any contract between them and the Company. In all the above under c) cases the Board may decline provision of information for an adequate and substantial reason, mentioned in the minutes.
d)With shareholders request, representing one fifth (1/5) of the paid up share capital, submitted to the Company within at least five (5) full days before the General Meeting, namely by May 28th 2011, the Board is bound to offer the General Meeting information on the progress of corporate affairs and the Company's assets. The Board of Directors may decline provision of information for an adequate and substantial reason, mentioned in the minutes.
In all above cases, shareholders must proof their capacity during the exercise of such right. Such evidence may be considered the submission of a certification by Hellenic Exchanges SA or the certification of shareholder identity with direct electronic connection between Hellenic Exchanges SA and our Company.
PROCEDURE FOR THE EXERCISE OF VOTING RIGHT BY A PROXY
Shareholders entitled to participate in the General Meeting, as indicated above, may do so and vote either in person or by proxy. A proxy acting on behalf of more than one shareholder may vote differently for each one of them. Legal entities participate in the General Meeting appointing as their proxies up to three (3) natural persons.
The shareholder's proxy is bound to disclose to the Company, prior to the beginning of the General Meeting, any specific event which may be useful to shareholders to evaluate the risk of the proxy serving interests other than the shareholder's interests. Pursuant to the above, conflict of interest may result when the proxy: a) is shareholder exercising control in the Company or is another legal entity controlled by the shareholder, or b) is a member of the Board of Directors or of the Company's management or of a shareholder exercising control in the Company or other legal entity controlled by the shareholder who exercises control in the Company, or c) is employee or chartered auditor of the Company or shareholder exercising control in the Company or other legal entity controlled by a shareholder, who exercises control in the Company, or d) is spouse or first degree relative to one of the natural persons mentioned above under cases a' to c'.
Every shareholder may appoint up to three (3) proxies. However, if a shareholder holds Company shares appearing in more than one securities accounts, such restriction does not constitute an impediment for the shareholder to appoint various proxies for the shares appearing in each securities account in relation to the General Meeting. Appointment and revocation of a shareholder's proxy is only performed in writing and disclosed to the Company in writing at least three (3) days before the fixed General Meeting date, namely until May 31st 2011. Any Company shareholders being legal entities must submit within the same deadline all the documents necessary for their legalization, as stipulated by law. The Company's Articles of Association does not foresee appointment or revocation of a shareholder's proxy by electronic means, according to article 28a par. 3, of codified law 2190/1920.
The Company has posted on its webpage, www.iaso.gr, a form to be used by shareholders for the appointment of a proxy, while shareholders may also obtain the hard copy from the Company's Shareholder Service Desk (37-39 Kifissias Avenue, GR-15123 Maroussi, Attica, tel. +30 210 6184176 and 177). This form must have been sent to the Shareholder Service Desk filled out in all its points and signed by the shareholder, according to the specific filling out, signing and submitting instructions included in the form, either by fax at + 30 210 6184180, for the attention of Shareholder Service Desk, or by mail to the Shareholder Service Desk at 37-39 Kifissias Avenue, GR-151 23 Maroussi, Attica. In any case, it must have been delivered to the Company at least three (3) days before the General Meeting date. In case of a reiterative General Meeting, the above form must have been sent to the Company's Shareholder Service Desk in writing and been delivered thereto at least three (3) days prior to the reiterative General Meeting date. Should the proxy appointment form be sent by mail to the Company or by fax to the above number, and therefore, not signed before the responsible person at the Shareholder Service, the shareholder's signature should be certified or else it shall not be accepted by the Company. The shareholder must see to confirming successful dispatch and receipt of the proxy appointment form by the Company, calling the Shareholder Service at +30 210 6184176 and 177.
AVAILABLE DOCUMENTS AND INFORMATION
The information and documents foreseen in article 27 par. 3 of codified law 2190/1920, as applying, will be posted, as of the present invitation publication date, on the Company's webpage www.iaso.gr, in unit 'Investor Relations'; hard copies will be available at the Company's headquarters, Shareholder Service Desk, on 37-39 Kifissias Avenue, GR-15123 Maroussi, Attica.