INVITATION TO THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
DIAGNOSTIC AND THERAPEUTIC CENTRE OF ATHENS HYGEIA SA
Companies Reg. No.: 13165/06/B/86/14
INVITATION TO THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
By decision of the Board of Directors of the Company trading as "DIAGNOSTIC AND THERAPEUTIC CENTRE OF ATHENS HYGEIA SA”, which was taken during the meeting on 26/4/2013, the Company Shareholders are invited to the Ordinary General Meeting on Tuesday May 28, 2013, at 17:00 hours, to decide on the following Agenda Items. The Meeting will take place in the Nikolaos Louros Conference Centre, located on the first level (ground floor) of MITERA Hospital, 6 Erythrou Stavrou Street, Marousi, Attica.
ITEMS ON THE AGENDA
1. Submission and approval of the Separate and Consolidated Financial Statements for the 2012 fiscal year, and the relevant BoD and Certified Auditor Reports.
2. Release of BoD members and Certified Auditors from any liability to pay compensation with regard to the 2012 fiscal year activities.
3. Appointment of Chartered Accountants/Auditors for the 2013 fiscal year.
4. Approval of remuneration and contracts in accordance with Articles 23a and 24 of Codified Law 2190/1920.
5. Other issues/announcements.
In the event that the quorum required by Law for reaching a decision on any of the Agenda Items is not attained, a 1st Reiterative Ordinary General Meeting (if required) will be held on Tuesday June 11, 2013, at 17:00 hours, at the same location.
Pursuant to Article 26, paragraph 2b of Codified Law 2190/1920, as amended by Article 3 of Law 3884/2010 and is currently in effect, the Company informs the shareholders of the following:
RIGHT OF PARTICIPATION
According to the Articles of Association, any person appearing as a shareholder in the registry of the Dematerialized Securities System managed by Hellenic Exchanges SA, where the Company's transferable securities are recorded, is entitled to participate, either in person or via proxy, in the Ordinary General Meeting and any subsequent Reiterative Meetings. The capacity of shareholder shall be proven by furnishing the relevant written attestation of the above agency or alternatively through direct electronic connection of the Company with the records of the said agency.
The capacity of shareholder must exist at the beginning of the fifth day prior to the date of the General Meeting, i.e. on 23/5/2013 (Record Date) and the relevant written attestation or electronic certification regarding the shareholder's capacity must be received by the Company no later than 25/5/2003, i.e. on the third day before the General Meeting.
In order to participate in the 1st Reiterative Regular General Meeting, the capacity of shareholder must exist at the beginning of the fourth day before the date of the 1st Reiterative Regular General Meeting, i.e. on 7/6/2013 (1st Reiterative Regular Meeting Registration Date) and the relevant written attestation or electronic certificate indicating their shareholding capacity must be presented to the Company no later than 8/6/2013, i.e. on the third day before said General Meeting.
Only persons who are shareholders on the relevant Record Date shall be deemed by the Company to be entitled to participate in and vote at the General Meeting. Where shareholders do not comply with the provisions of Article 28a of Codified Law 2190/1920, they may only participate in the General Meeting with its permission.
In order to exercise these rights it is not necessary for shareholders to block their shares or comply with any other similar procedural requirements which limit the ability to sell or transfer those shares in the time period intervening between the Record Date and the General Meeting.
PROCEDURE FOR EXERCISING VOTING RIGHTS VIA PROXY
Shareholders may participate in the General Meeting and vote in person or via proxy. Appointment and revocation of a proxy shall be performed in writing at least 3 days before the General Meeting. In particular, for the Ordinary General Meeting scheduled on 28/5/2013, the appointment and revocation of a proxy must be performed in writing by 25/5/2013, while for the 1st Reiterative General Meeting scheduled on 11/6/2013 (if required), by 8/6/2013. Shareholders wishing to participate in the General Meeting and the 1st Reiterative General Meeting (if required) by proxy, or revoke the appointment of said proxy, must fill out, duly sign and submit the relevant representation form to the Company's Investor Relations Department (6 Erythrou Stavrou St. & Kifisias Ave., Marousi 15123, Attica), within the aforementioned deadlines. The form is available through the Company's website (www.hygeia.gr), under the heading Investor Relations.
Each shareholder may appoint up to three proxies. Legal entities shall participate in the General Meeting by appointing up to three natural persons as their proxies. If a shareholder has Company shares which appear in more than one securities accounts, this restriction shall not prevent said shareholder from appointing different proxies for the shares appearing in each securities account in relation to the General Meeting. A proxy who acts for more than one shareholder may vote differently on behalf of each shareholder.
Prior to the beginning of the General Meeting, the shareholder's proxy shall be obliged to notify to the Company every specific incident that may be useful for the shareholders to evaluate the risk of having the proxy serve other interests than those of the represented shareholder. Conflicts of interest may arise, especially in cases where the proxy: a) is a shareholder who exercises control over the Company or is another legal person or entity controlled by the shareholder, b) is a member of the Company's Board of Directors or the Company's Management in general, or of a shareholder exercising control over the Company, or of another legal person or entity controlled by the shareholder, who exercises control over the Company, c) is an employee or certified auditor of the Company or of a shareholder who exercises control over it, or of a legal person or entity controlled by the shareholder, who exercises control over the Company, d) is a spouse or first degree relative of one of the natural persons mentioned in cases a through to c above.
The Company's Articles of Association do not allow for remote participation in the General Meetings using electronic media without shareholders being physically present at the place where the meeting is being held, or remote participation by shareholders in ballots.
MINORITY SHAREHOLDER INTERESTS
(a) On a request from shareholders representing 1/20 of the paid-up share capital, the Company's Board of Directors shall be obliged to enter in the agenda of the General Meeting additional items if that request is received by the Board of Directors by 13/5/2013, i.e. at least 15 days before the General Meeting. The request to have additional items included in the agenda shall be accompanied by the reasons for such inclusion or a draft decision for approval by the General Meeting and the revised agenda shall be published in the same manner as the previous agenda on 15/5/2013, i.e. 13 days before the date of the General Meeting, and shall also be made available to shareholders on the Company's website, along with the reasoning or draft decision submitted by the shareholders, in accordance with the provisions of Article 27, paragraph 3 of Codified Law 2190/1920.
(b) On a request from shareholders representing 1/20 of the paid-up share capital, and in accordance with Article 27, paragraph 3 of Codified Law 2190/1920, the Board of Directors is obliged to provide shareholders with drafts of decisions on the items which have been included in the initial or revised agenda no later than 22/5/2013, i.e. at least six (6) days before the date of the General Meeting, if a request to that effect is received by the Board of Directors by 21/5/2013, i.e. at least seven (7) days before the date of the General Meeting.
(c) On a request from any shareholder submitted to the Company at least 5 whole days before the General Meeting, i.e. until 22/5/2013, the Board of Directors shall be obliged to provide at the General Meeting the specific information requested about Company affairs to the extent that it is useful for a real assessment of the items on the agenda. The Board of Directors may refuse to provide such information on a serious, substantive ground which shall be cited in the minutes. The Board of Directors may provide a single response to shareholder requests relating to the same matter. There is no obligation to provide information if the latter is already available on the Company's website. On the request of shareholders representing 1/20 of the paid up share capital, the Board of Directors shall be obliged to inform the Ordinary General Meeting only of the amounts paid over the last two years to each member of the Board of Directors or Managers of the Company and all benefits given to those persons on any ground or under any contract between them and the Company. The Board of Directors may refuse to provide such information on a serious, substantive ground which shall be cited in the minutes.
(d) On the request of shareholders representing 1/5 of the paid-up share capital, which shall be submitted to the Company at least five full days prior to the General Meeting, i.e. until 22/5/2013, the Board of Directors shall be obliged to provide the General Meeting with information on the course of corporate affairs and the state of the Company's assets. The Board of Directors may refuse to provide such information on a serious, substantive ground which shall be cited in the minutes.
Corresponding deadlines for exercising minority shareholder interests also apply in the case of Reiterative General Meetings.
In all the aforementioned cases, the applicant shareholders shall prove that they are shareholders and state the number of shares they hold when exercising their relevant rights. An attestation furnished by the agency keeping the relevant Company transferable securities or certification of the shareholder's capacity through direct electronic connection between agency and Company shall be such proof.
AVAILABLE DOCUMENTS AND INFORMATION
The information of Article 27, paragraph 3 of Codified Law 2190/2190 is available in electronic format through Company's website (www.hygeia.gr), under the heading Investor Relations.
The full text containing the information and items of Article 27, paragraph 3, cases c and d of Codified Law 2190/1920 is available in hard copy from the Company's Investor Relations Department, 6 Erythrou Stavrou St. and Kifisias Ave., Marousi, 151 23, Attica (Tel: +30 210 6869653, Fax: +30 210 6869133).
Marousi, 26/5/2013
On behalf of the Board of Directors
The Chairman
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Andreas Vgenopoulos