Twenty-six shareholders who held 31,673,299 shares with voting rights, in other words 83.55% of the total number of shares, were present or represented during the Extraordinary General Meeting of the shareholders that convened on 27 December 2007.
The following decisions were reached during the said meeting:
MATTER 1
The General Meeting, with a unanimous (100%) decision of the shareholders who were present and/or represented therein, decided:
a) to approve the Draft Merger Agreement dated 19 November 2007 that was drafted by the Boards of Directors of the four merged companies, in other words, by the Board of Directors of EUROMEDICA S.A., as the absorbing company, and by the Boards of Directors of the absorbed companies "GENERAL CLINIC OF THESSALONIKI S.A.", "HIGH TECHNOLOGY MEDICAL INSTITUTE OF CRETE SOCIETE ANONYME" and "EUROMEDICA WESTERN MACEDONIA SOCIETE ANONYME".
b) to accept the Transformation Balance Sheets dated 30 September 2007 of the three absorbed companies, as well as the due diligence reports on the book values thereof that were prepared by the Certified Auditor duly appointed for this reason, in accordance with the provisions of Law 2166/1993.
c) to accept the report of the Board of Directors that financially and lawfully justifies the merger.
d) to accept the valuation report of the Independent Appraisers that justifies the fairness of the proposed exchange ratio.
e) to definitively approve the Company's merger via absorption of the societes anonymes (a) with the corporate name "GENERAL CLINIC OF THESSALONIKI S.A.", (b) with the corporate name "HIGH TECHNOLOGY MEDICAL INSTITUTE OF CRETE SOCIETE ANONYME" and distinct title "EUROMEDICA OF CRETE S.A.", and (c) with the corporate name "EUROMEDICA WESTERN MACEDONIA SOCIETE ANONYME".
MATTER 2
The General Meeting, with a unanimous (100%) decision of the shareholders who were present and/or represented therein, decided and unconditionally approved all actions, statements and legal acts of the Company's Board of Directors, agents and proxies within the framework of the merger that has already been approved and for the scopes thereof.
MATTER 3
The General Meeting, with a unanimous (100%) decision of the shareholders who were present and/or represented therein, decided:
a) to approve the increase of the Company's share capital by the total amount of 8,888,420.75 Euros, with the issue of 5,734,465 new common registered shares of a nominal value of 1.55 Euros each.
b) that the entire amount of the increase shall be covered, on the one hand, by the contributed share capitals of the three absorbed societes anonymes, reduced, however, by the amount of the Company's participation therein, in accordance with the provisions of Law 2166/1993 and Codified Law 2190/1920, which is:
2,975,447.00 Euros of the first absorbed societe anonyme "GENERAL CLINIC OF THESSALONIKI S.A.",
3,730,473.05 Euros of the second societe anonyme "HIGH TECHNOLOGY MEDICAL INSTITUTE OF CRETE S.A.", and
2,182,500.00 Euros of the third societe anonyme "EUROMEDICA WESTERN MACEDONIA S.A.",
and, on the other hand, by the capitalisation of an amount of 0.70 Euros from the "Share premium reserve" of EUROMEDICA S.A., for reasons of rounding. Thus, the Company's total share capital amounts to 67,643,271.00 Euros, fully paid up, divided into 43,640,820 common dematerialised registered shares of a nominal value of 1.55 Euros each.
c) that the new shares that shall be issued shall be distributed in accordance with the terms set out in the approved Draft Merger Agreement dated 19 November 2007.
d) to amend article 5 of the articles of association as regards the company's share capital.
MATTER 4
The fourth matter that concerned the Increase of the Share Capital by capitalisation of reserves for reasons of rounding has already been incorporated into the third matter.
MATTER 5
The General Meeting, with a unanimous (100%) decision of the shareholders who were present and/or represented therein, decided to add seven new distinctive titles, and, specifically, "EUROMEDICA GENERAL CLINIC OF THESSALONIKI", "EUROMEDICA OF CRETE", "EUROMEDICA SPECIAL MATERNITY CLINIC MITERA KRITIS", "PRIVATE DIAGNOSTIC LABORATORY EUROMEDICA PAGKRITIA YGEIA", "PRIVATE DIAGNOSTIC LABORATORY EUROMEDICA EGKEFALOS OF RETHYMNO", "GENERAL CLINIC EUROMEDICA OF ZOODOCHOS PIGI" and "SPECIAL MATERNITY GYNAECOLOGICAL CLINIC EUROMEDICA THEOMITOR", with a corresponding amendment of article 1 of the company's articles of association.
MATTER 6
The General Meeting, with a unanimous (100%) decision of the shareholders who were present and/or represented therein, decided to authorise the Managing Director, Mr Iordanis Bletsos, to sign the notarial merger agreement in the name and on behalf of the Company, on the basis of the approved Draft Merger Agreement dated 19 November 2007, any and all relative amendments following the indication of the competent Monitoring authority and, in general, to proceed in any and all statements and actions necessary for completing the merger, representing the Company before any and all public services and authorities as regards any relative matter that is deemed necessary for drafting, finalising and approving the relative prospectus as regards the share capital increase and listing the new common registered shares on the stock exchange.
MATTER 7
The General Meeting, with a unanimous (100%) decision of the shareholders who were present and/or represented therein, decided:
a) that the shareholders of the absorbing company, who shall be the beneficiaries of the new shares that shall arise from the share capital increase as a result of the absorption, shall be the shareholders who are registered in its share register following the end of the session of the stock exchange of the date on which the Minister of Development shall approve the said merger.
b) to authorise the Company's Board of Directors to put all fractional rights that shall arise during the exchange of shares that shall arise from the merger in order, in collaboration with the Issue Consultant.