NOTICE TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

DIAGNOSTIC AND THERAPEUTIC CENTER OF ATHENS

HYGEIA SA

General Commercial Registry No.: 279901000

Company Registration No.: 13165/06/B/86/14

 

NOTICE TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

By decision of the Board of Directors of the Company trading under the name “DIAGNOSTIC AND THERAPEUTIC CENTER OF ATHENS HYGEIA SA”, which was taken on 14/06/2018, the Company Shareholders are invited to attend the Annual General Meeting on Thursday 05/07/2018, at 17:00 hours, to deliberate on the following Agenda Items, in accordance with the legislation in force and the Company's Articles of Incorporation. The Meeting will take place in the Nikolaos Louros Conference Center, located on level 1 (ground floor) of MITERA Hospital, at 6 Erythrou Stavrou Street, Marousi, Attica, Greece.

 

ITEMS ON THE AGENDA

 

1. Submission and approval of the Separate and Consolidated Annual Financial Statements for the 2017 fiscal year, and the relevant Reports of the Board of Directors and the Chartered Accountants/Auditors.

2. Discharge of Board Members and Chartered Accountants/Auditors from any liability with regard to the activities of the 2017 fiscal year.

3.  Appointment of audit firm for the 2018 fiscal year.

4. Approval of remunerations and contracts pursuant to Articles 23a and 24 of Codified Law 2190/1920.

5. Briefing on the affairs of the Audit Committee.

6. Election of new Board of Directors – Appointment of Independent Board Members.

7. Election of Audit Committee in accordance with Article 44 of Law 4449/2017.

8. Amendment to Article 9 (Board of Directors) of the Company's Articles of Incorporation.

9. Other issues/announcements.       

 

In case the quorum required by law for deliberation on any of the Agenda Items is not attained, a 1st Reiterative Annual General Meeting (if required) will be held on Wednesday 18/07/2018, at 17:00 hours, at the same location.

 

Pursuant to Article 26(2b) of Codified Law 2190/1920, as amended by Article 3 of Law 3884/2010 and currently in force, the Company hereby informs the shareholders on the following:

 

 

RIGHT OF PARTICIPATION

 

According to the Articles of Incorporation, any person appearing as a shareholder in the registry of the Dematerialized Securities System, managed by the Hellenic Central Securities Depository SA (ATHEXCSD), where the Company's shares are recorded, is entitled to participate, either in person or by proxy, in the Annual General Meeting and any subsequent Reiterative Meetings. Proof of qualification as a shareholder may be made by presenting a relevant certification of the aforementioned organization or alternatively through direct online connection of the Company with the records of said organization.

The qualification as a shareholder must exist on 30/06/2018 (Record Date), i.e. at the beginning of the 5th day before the date of the Annual General Meeting, and the relevant written certification or online verification regarding the shareholder's qualification must have been received by the Company on 02/07/2018 at the latest, i.e. on the 3rd day before date of the General Meeting.

For the 1st Reiterative Annual General Meeting, the qualification as a shareholder must exist on 14/07/2018 (Record Date of 1st Reiterative Annual General Meeting), i.e. at the beginning of the 4th day before the date of the 1st Reiterative Annual General Meeting, and the relevant written certification or online verification indicating their shareholding qualification must have been received by the Company on 15/07/2018 at the latest, i.e. on the 3rd day before said General Meeting.

Only those who are qualified as shareholders on the respective Record Date are considered by the Company as entitled to participate and vote in the General Meeting. Shareholders who do not comply with the provisions of Article 28a of Codified Law 2190/1920 may participate in the General Meeting only after the Meeting has authorized them to do so. 

The exercise of the aforementioned rights does not presuppose blocking of shares or following any other similar process which may limit the possibility to sell or transfer the shares during a certain period between the Record Date and the General Meeting.

 

PROCEDURE FOR VOTING BY PROXY

 

Shareholders may participate in the General Meeting and may vote either in person or by proxy holders.

Appointment and revocation of a proxy holder shall be made in writing at least three (3) days before the General Meeting. In particular, for the Annual General Meeting scheduled on 05/07/2018, the appointment and revocation of a proxy holder must be performed in writing by 02/07/2018, while for the 1st Reiterative General Meeting scheduled on 18/07/2018, by 15/07/2018. Shareholders wishing to participate in the Annual or the 1st Reiterative General Meeting (if required) by proxy holder, or revoke the appointment of said proxy holder, must fill out, duly sign and submit the relevant representation form to the Company's Investor Relations Department (6 Erythrou Stavrou Street & Kifisias Avenue, 15123 Marousi, Attica, Greece), within the aforementioned deadlines. The form is available through the Company's website, under the Investor Relations section.

Each shareholder may appoint up to three proxy holders. Legal persons may participate in the General Meeting by appointing up to three natural persons as proxy holders. If a shareholder has Company shares held in more than one investor share account, this limitation shall not prevent the shareholder from appointing separate proxy holders for the shares held in each account in relation to the General Meeting. A proxy holder holding proxies from several shareholders may cast votes for a certain shareholder differently from votes cast for another shareholder.

Before the commencement of the General Meeting, the proxy holder is obliged to disclose to the Company every specific fact that may be relevant for the shareholders in assessing any risk of the proxy holder pursuing any interest other than the interest of the shareholder. A conflict of interest may arise in particular where the proxy holder: (i) is a controlling shareholder of the Company or is another legal person or entity controlled by such shareholder, (ii) is a member of the Company's Board of Directors or the Company's Management in general, or of a controlling shareholder, or another legal person or entity controlled by such shareholder, (iii) is an employee or an auditor of the Company, or of a controlling shareholder, or of a legal person or entity controlled by such shareholder, (iv) is a spouse or first degree relative of a natural person referred to in points (i) to (iii).

The Company's Articles of Incorporation do not provide the possibility for the shareholders to participate in the General Meetings by electronic means without attending the Meeting in person at the place where it is held, or the possibility to participate in the voting by distance.

 

MINORITY RIGHTS

 

(i) Following a request from shareholders representing 1/20 of the paid-up share capital, the Company's Board of Directors is obliged to include in the Agenda of the General Meeting additional items, if that request is communicated to the Board of Directors by 20/06/2018, i.e. at least 15 days before the General Meeting. The request for putting additional items on the agenda shall be accompanied by a justification or a draft resolution to be adopted in the General Meeting and the revised agenda shall be published in the same manner as the previous agenda on 22/06/2018, i.e. 13 days before the date of the General Meeting, and at the same time, shall also be made available to the shareholders through the Company's website, along with the justification or draft resolution submitted by the shareholders, as provided by Article 27(3) of Codified Law 2190/1920.

(ii) Following a request from shareholders representing 1/20 of the paid-up share capital, and in accordance with Article 27(3) of Codified Law 2190/1920, the Board of Directors makes available to shareholders a draft resolution for the items included in the initial or revised agenda by 29/06/2018 at the latest, i.e. at least 6 days before the date of the General Meeting, if the relevant request is communicated to the Board of Directors by 28/06/2018, i.e. at least seven (7) days before the date of the General Meeting.

(iii) Following a request from any shareholder communicated to the Company by 29/06/2018, i.e. at least 5 full days before the General Meeting, the Board of Directors must provide to the General Meeting the requested specific information with respect to the Company affairs, in so far as the information is useful for the actual assessment of the items on the agenda. The Board of Directors may decline to provide the information on serious, substantive grounds, which must be mentioned in the minutes. The Board of Directors may provide an overall response to shareholder requests having the same content. The obligation to provide information does not exist if the relevant information is already available on the Company's website. Following a request from shareholders representing 1/20 of the paid-up share capital, the Board of Directors must announce to the Annual General Meeting any amounts paid over the last two years to each member of the Board of Directors or to the Managers of the Company and all remuneration given to these persons on any ground or under any contract between them and the Company. The Board of Directors may decline to provide the information on serious, substantive grounds, which must be mentioned in the minutes.

(iv) Following a request of shareholders representing 1/5 of the paid-up share capital, which is communicated to the Company by 29/06/2018, i.e. at least five (5) full days before the General Meeting, the Board of Directors must provide the General Meeting with information on the course of Company's affairs and financial status. The Board of Directors may decline to provide the information on serious, substantive grounds, which must be mentioned in the minutes.

Corresponding terms for exercise of minority rights also apply in the case of Reiterative General Meetings.

In all the aforementioned cases, the requesting shareholders must prove their qualification as shareholders and state the number of shares held by them at the moment they exercise the relevant right. Presentation of a certification from the organization which records the relevant Company shares or verification of the qualification as shareholder through direct online connection between said organization and the Company may also be considered as such proof.

 

AVAILABLE DOCUMENTS AND INFORMATION

 

The information of Article 27(3) of Codified Law 2190/2190 will be available in electronic format through the Company's website (www.hygeia.gr), under the Investor Relations section.

The full text containing the information and items of Article 27(3), cases c and d, of Codified Law 2190/1920 will be available in hard copy from the Company's Investor Relations Department, 6 Erythrou Stavrou Street and Kifisias Avenue, 15123 Marousi, Attica, Greece (Tel: +30 210 6869653, +30 210 6867000, Fax: +30 210 6827021,  +30 210 6831877).

 

Marousi, 14/06/2018

For the Board of Directors

The Chairman

 

 

____________________

Athanasios Papanikolaou


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