By a Board of Directors resolution of the societe anonyme trading as IASO SA PRIVATE GENERAL OBSTETRICS-GYNECOLOGY & PEDIATRICS CLINIC-DIAGNOSTIC, THERAPEUTIC & RESEARCH CENTER S.A, with distinctive title IASO SA (hereinafter the 'Company'), at its meeting held on June 10th 2011, pursuant to the provisions of the Law and the Company's Articles of Association, after the cancellation of the Postponed A Reiterative General Meeting on June 10th 2011, shareholders are invited to the Extraordinary General Meeting to be held on April 29th 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 item of the agenda: Company's share capital increase with payment in cash, and issuance of new common registered shares with a voting right, with pre-emption right in favor of existing shareholders and relevant modification of article 3 of the Company's articles of association further to the aforementioned decision. 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 Meeting.
Shareholder capacity is evidenced directly by electronic connection of the Company with Hellenic Exchanges SA files.
Shareholder capacity must be in force on June 23th 2011, namely on the fourth day prior to the General Meeting date on June 27th 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 June 24th 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 entity bearing the shareholder capacity on the relevant Registration Date is entitled, vis-?-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.
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 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 June 21st 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 June 20th 2011.
b) After an application by any shareholder, submitted to the Company at least five (5) full days before the General Meeting, so that by June 21st 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. The Board of Directors may decline provision of information for an adequate and substantial reason, mentioned in the minutes.
c) 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 June 21st 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.
It is noted that the shareholders? right to propose additional subjects to be included in the agenda of the General Meeting, according to article 39 par. 2 of the c.l.2190/1920, has been omitted due to the fact that the above right cannot be exercised during the present B? Reiterative General Meeting, as it is not possible for the shareholders to comply with the deadline provided by the law.
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. A shareholder may appoint a proxy for one and only General Meeting or for as many meetings may take place within a particular time frame. The proxy, according to the shareholder's instructions, if there are any, votes and is bound to file the voting instructions for at least one (1) year, since the General Meeting minutes submission to the competent authority, or if the decision is subject to publicity, since its entry in the SAs Registry. Non-compliance of the proxy with the instructions given shall not affect the validity of General Meeting resolutions, even if the proxy's vote was decisive for decision making.
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 June 24th 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 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, are posted 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.