The "DIAGNOSTIC AND THERAPEUTIC CENTRE OF ATHENS "HYGEIA" S.A." hereby announces that the A'' Repeat Extraordinary General Meeting of the Shareholders of 7 February 2007, in which 60 shareholders, who represent approximately 53.21% of the Company''s share capital, took part, either directly or through their representatives, unanimously decided on the following:
1. It confirmed the decision of 18 July 2006 of the Company''s Ordinary General Meeting of the Shareholders that regarded: Issue of a Convertible Bond Loan of an amount of 300,015,000 Euros with the issue of 66,670,000 debentures of a nominal value of 4.50 Euros each and with a conversion ratio of 1 debenture to 1 share of a nominal value of 0.41 Euros. Provision for a preemptive right in favour of existing shareholders. Listing the Convertible Bond Loan on the Athens Stock Exchange. Authorising the Board of Directors to specify the Terms thereof, including the date of issue thereof, to issue the Plan, to conclude the contract with the Representative and, in general, to carry out any act necessary for the issue''s completion.
2. Amendment of paragraph 2 of article 2 of the Company''s Articles of Association, thus authorising the Board of Directors to decide on the Company''s acquisition of holdings in other companies, regardless of whether or not the scope thereof is similar to that of the Company, and on the establishment of companies, both within Greece and abroad.
Amendment of article 4 of the Company''s Articles of Association, thus broadening the Company''s scope and allowing it to establish and operate health service companies both in Greece and abroad and expanding its activities through the establishment of prevention, diagnostic, hospitalisation, treatment and home health care facilities, either independently or through synergies with other natural or legal entities.
3. Amendment of paragraph 2d of article 5 of the Company''s Articles of Association, thus harmonising it with paragraph 5 of article 13 of Codified Law 2190/1920, which defines that in the case of an increase in the Company''s share capital the Company''s existing shareholders must exercise their preemptive rights within 15 days.
Amendment of paragraph 1 of article 10 and of paragraph 1 of article 17 of the Company''s Articles of Association, thus harmonising the provisions thereof with the previous amendment of article 9 of the Articles of Association pursuant to which the number of the members of the Board of Directors had been increased. Specifically, it defined that in the case in which a director of the Board of Directors withdraws from his position as a member thereof prior to the expiration of his term due to death, resignation or forfeiture, the Board of Directors is obligated to elect, forthwith, an interim Director as his replacement, provided the number of remaining members is equal to at least half plus one of the number of the initially elected members, and that the Board'' of Directors establishes a quorum when at least half plus one of the directors are present or represented therein.
4. The Shareholders were informed of the Company''s current affairs. The Company''s representatives informed the Shareholders that, as a result of the aforementioned decisions, the Company is in a position to implement its investment in Albania, while they expressed their belief that the Company will soon be in a position to proceed in announcements regarding the agreement that it has reached with the Red Cross concerning an investment in the Asklipio hospital of the Municipality of Voula. In conclusion, they informed the Shareholders that rapid progress is being made with regard to the Company''s exploitation of the synergies arising from HYGEIA''s collaboration with the maternity clinics of MITERA and LITO with an aim toward achieving economies of scale.