Extraordinary General Meeting
ATHENS MEDICAL CENTER S.A.
S.A. Registry No 13782/06/B/86/06
GEMI No. 000356301000
Invitation of the Shareholders of the
Company Limited by Shares (Societe Anonyme)
under the name
ATHENS MEDICAL CENTER S.A.
to an Extraordinary General Meeting
According to the Law and the Company's Articles of Association and following the decision of the Company's Board of Directors on 6-2-2013, the Shareholders of the societe anonyme under the name “ATHENS MEDICAL CENTER S.A.” are invited to an Extraordinary General Meeting that will take place on Thursday 28th February 2013 at10 a.m. in the Company's offices (Meeting Room, building E') in Maroussi, Attica, on 1, Distomou Street, in order to discuss and decide on the following issue of the agenda:
Approval of the granting of extra collaterals for the Bond Loan Agreement dated 12/7/2012 and authorisation granting to the Board of Directors in order to determine and sign the above.
Furthermore and according to the same aforementioned decision by the Board of Directors, in case the required by the Law and the Articles of Association quorum for the decision making on the issue of the initial agenda will not be achieved on the 28th February 2013, the General Meeting will meet again as an A' Repeat General Meeting on Tuesday, 12th March 2013, at 10 a.m., in the Company's offices (Meeting Room, Building E') in Maroussi, Attica, on 1, Distomou Street. In case the required by the Law and the Articles of Association quorum for the decision making on the issue of the initial agenda will not be achieved in the A' Repeat Meeting on the 12th March 2013, the General Meeting will meet again as a B' Repeat General Meeting on Wednesday 27th March 2013, at 10 a.m., in the Company's offices (Meeting Room, Building E') in Maroussi, Attica, on 1, Distomou Street.
Please note that a new invitation for the possible repeat meetings will not be published, according to article 29 paragraph 2 of the C.L. 2190/1920, as currently in force.
According to C.L. 2190/1920, as amended by L. 3884/2010 and currently in force, the Board of Directors informs the Company's shareholders of the following:
- A. THE RIGHT TO ATTEND THE GENERAL MEETING AND THE RIGHT TO VOTE.
Whoever appears to be a shareholder of the Company in the registry of Dematerialised Securities System (D.S.S.), which is managed by “Hellenic Exchanges S.A.” (“HELEX”), where the company's securities (shares) are kept, has the right to attend the Extraordinary General Meeting on 28th February 2013 and exercise his right to vote. The capacity of the shareholder is proved by a relevant written certificate by the above mentioned authority or, alternatively, by a direct electronic linkup of the Company with the records of the aforementioned authority. The shareholder's capacity must exist on the 23rd February 2013 (“Record Date”), i.e. at the beginning of the fifth (5th) day prior to the Extraordinary General Meeting of 28th February 2013 and the relevant written or electronic certificate about the shareholder's capacity must be received by the company at least three (3) days prior to the day of the Extraordinary General Meeting. In relation to the A' Repeat General Meeting, the shareholder's capacity must exist at the beginning of the 8th March 2013 (“Record Date for the A' Repeat General Meeting”), i.e. the fourth (4th) day prior to the day of the A' Repeat General Meeting, while the relevant written or electronic certificate about the shareholder's capacity must be received by the Company at least three (3) days prior to the day of the General Meeting. In relation to the B' Repeat General Meeting, the shareholder's capacity must exist at the beginning of 23rd March 2013 (“Record Date for the B' Repeat General Meeting”), i.e. the fourth (4th) day prior to the day of the B' Repeat General Meeting, while the relevant written or electronic certificate about the shareholder's capacity must be received by the Company at least three (3) days prior to the day of the General Meeting.
It is considered by the Company that the right to attend and vote in the Extraordinary General Meeting or in any possible Repeat General Meeting is acquired only by the person who has the shareholder's capacity on the relevant Record Date. In case of no compliance with the provisions of article 28a of the C.L. 2190/1920, the shareholder in question attends the Extraordinary General Meeting only if the General Meeting allows it. It is noted that the exercise of the rights in question (right to attend and right to vote) does not require the block of the shareholder's shares nor the compliance with any other relevant procedure, which limits the ability to sell and transfer shares during the time period between the Record Date and the date of the General Meeting.
B. PROCEDURE FOR THE ATTENDANCE AND VOTING THROUGH PROXIES.
Every shareholder attends the Extraordinary General Meeting and votes either in person or through proxies. Each shareholder may appoint up to three (3) proxies. Legal entities participate in the Extraordinary General Meeting by appointing up to three (3) persons as their representatives. However, if the shareholder holds Company's shares that appear in more than one securities ' accounts, this limitation does not prevent the shareholder in question from appointing different proxies for the shares that appear in each securities account in relation to the General Meeting. A proxy that acts for more shareholders may vote differently for every shareholder.
The Company's Articles of Association do not provide for the possibility of the shareholders' attendance in the General Meeting through electronic means, without their natural presence at the place of the General Meeting, nor does it provide for the possibility of distance voting either through electronic means or through mail, and it also does not provide for the possibility of appointing and recalling a proxy through electronic means.
Authorization granting forms for the appointment of a proxy will be available to the shareholders:
a) in written form at the Company's offices (5-7 Distomou Street, Maroussi, 5th Floor, tel. 210 6862454) and
b) in electronic form on the Company's website (www.iatriko.gr).
The aforementioned form, completed and signed, must be submitted to the Company, at the address mentioned under (a) or must be sent by fax to the number 210-6108762, at least three (3) days prior to the Extraordinary General Meeting.
The proxy is obliged to disclose to the Company before the commencement of the Extraordinary General Meeting every specific fact, which could be useful to shareholders in order to evaluate the risk of the proxy serving interests other than the shareholder's interests.
Conflict of interest may arise mainly in cases when the proxy is: a) a shareholder that exercises the control of the Company or another legal entity or an entity controlled by that shareholder, b) a member of the Board of Directors or of the general management team of the Company or of a shareholder controlling the Company, or of another legal entity or of an entity controlled by a shareholder controlling the Company, c) an employee or certified auditor of the Company or of a shareholder controlling the Company, or of another legal entity or of an entity controlled by a shareholder controlling the Company d) the spouse or a relative of first degree of one of the persons mentioned in cases (a) to (c).
- C. SHAREHOLDERS' MINORITY RIGHTS PROVIDED FOR IN ARTICLE 39 OF THE C.L. 2190/1920
a) On request of shareholders representing 1/20 of the paid-up share capital, the Board of Directors of the Company is obliged to register additional issues in the agenda of the Extraordinary General Meeting, if the relevant request is submitted to the Board of Directors until the 13th of February 2013, i.e. at least fifteen (15) days prior to the Extraordinary General Meeting. The request for the inclusion of additional issues in the agenda is accompanied by a reasoning or by a draft of the decision under approval by the Extraordinary General Meeting; the revised agenda is published in the same way as the previous agenda, on the 15th February 2013, i.e. thirteen (13) days prior to the date of the General Meeting and at the same time it becomes available for the shareholders on the Company's website, along with the reasoning or the draft of the decision already submitted by the shareholders according to the provision of article 27 par. 3 of C.L. 2190/1920.
b) On request of shareholders representing 1/20 of the paid-up share capital, the Board of Directors, according to the provisions of article 27 par. 3 of C.L. 2190/1920, makes available to the shareholders the latest by the 22nd of February 2013, i.e. at least six (6) days prior to the General Meeting, drafts of the decisions on issues that have been included in the initial or the revised agenda, if the relevant request is submitted to the Board of Directors by the 21st of February 2013, i.e. at least seven (7) days prior to the date of the General Meeting.
c) On request of any shareholder submitted to the Company until the 22nd of February 2013, i.e. at least five (5) full days prior to the Extraordinary General Meeting, the Board of Directors is obliged to provide the General Meeting with the requested specific information on the Company's affairs, to the extent that this information is useful for the real evaluation of the issues of the agenda. The Board of Directors can deny the provision of information due to substantial reasons that are reported in the minutes. The Board of Directors can give a single unified answer to applications of shareholders with the same content. There is no obligation to provide information, when the relevant information is already available on the Company's website, especially in the form of questions and answers.
d) On request of shareholders representing 1/5 of the paid-up share capital submitted to the Company until the 22nd February 2013, i.e. at least five (5) full days prior to the Extraordinary General Meeting, the Board of Directors is obliged to provide the General Meeting with information on the course of corporate affairs and on the Company's property. The Board of Directors can deny providing the requested information due to substantial reasons that are reported in the minutes. Equivalent time limits for any exercise of the shareholders' minority rights also apply in case of a Repeat General Meeting.
More detailed information in relation to the aforementioned minority rights and the terms for their exercise will be available on the Company's website (www.iatriko.gr)
D. AVAILABLE DOCUMENTS AND INFORMATION.
The information provided for in paragraph 3 of article 27 of the C.L. 2190/1920, as currently in force, i.e. the full text of the present invitation, the authorisation granting form for the appointment of proxies, the decision draft for the issues of the agenda, the submitted documents to the General Meeting, as well as information in relation to the exercise of minority rights according to article 39 of the C.L. 2190/1920, are available in electronic form on the Company's website (www.iatriko.gr). In addition, the aforementioned documents are available in written form from the Shareholders' Service Department of the Company, at the address 5-7 Distomou Street, Maroussi, 5th floor, tel. 210 6862454, where the Shareholders can collect copies.
Maroussi, 6th February 2013
THE BOARD OF DIRECTORS