ATHENS MEDICAL CENTER S.A.

S.A. Registry No 13782/06/B/86/06

GEMI No. 356301000

Invitation to the Shareholders of the Societe Anonyme

under the name

ATHENS MEDICAL CENTER S.A.

to the Annual Regular General Meeting

Following the decision of the Company's Board of Directors on 3rd August  2020, the Shareholders of the societe anonyme under the name “ATHENS MEDICAL CENTER S.A.” are invited according to the applicable L.4548/2018 “On the Reformation of the Law Regarding Societe Anonyme” and the Articles of Association of the Company, to the Annual Regular General Meeting that will take place on Tuesday 1^st September 2020 at 10:00 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 issues of the agenda:

1.  Submission and approval of the annual Financial Report for the financial year 1/1/2019-31/12/2019, which includes the Annual Financial Statements for the financial year 01/01/2019-31/12/2019 along with the relevant Reports by the Board of Directors and the Auditor.

2. Approval of the overall management of the Company by the Board of Directors during the financial year 2019, according to article 108 of Law 4548/2018.

3. Release of the Auditor of any liability for damages during the financial year 2019.

4. Approval of remuneration for the members of the Board of Directors for the financial year 2019 and pre-approval of the remuneration of the Board of Directors for the financial year 2020 according to article 109 of Law 4548/2018.

5. Approval of the Auditor's remuneration for the regular and tax audit of the financial year 2019.

6. Election of an auditing company for the regular and tax audit for the financial year 2020.

7. Submission  for discussion  and voting  of the Remuneration Report of the members of the Board of Directors for the financial year 2019  according to article 112 par.3 of the Law 4548/2018.

8.  Submission to the general assembly of the annual Activity Report of the Audit Committee in accordance with article 74 of the Law 4706/2020.

Various Announcements. 

Furthermore, according to the same decision of the Board of Directors mentioned above, in case the required by the Law and the Articles of Association quorum will not be achieved on September 1^st 2020, the General Meeting will meet again as a A' Repeat Meeting on Wednesday 9^th September 2020, at 10:00, 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 meeting will not be published, according to article 130 paragraph 2 of the L. 4548/2018, as currently in force.

According to article 121 paragraph 4 of the L. 4548/2018, the Board of Directors informs the Company's shareholders of the following:

1. 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 Regular General Meeting on 1^st September 2020  and exercise his right to vote. The capacity of the shareholder is proved by a relevant written certificate by the aforementioned 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 27^th August 2020 (“Record Date”), i.e. on the beginning of the fifth (5^th) day prior to the Regular General Meeting of 1^st September 2020 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 Regular General Meeting, as provided for by article 124 paragraph 6 of the L. 4548/2018.

   In relation to the possible Repeat General Meeting of 9^th September 2020, the shareholder's capacity must also exist at the beginning of 27^th August 2020  (“Record Date”), i.e. the fifth (5^th) day prior to the date of the General Meeting (article 124 paragraph 6 of the L. 4548/2018), taking into consideration that the day of the repeat meeting is not further than thirty (30) days from the initial date.

   It is considered by the Company that the right to attend and vote for the Regular 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 124 paragraph 6 of the L. 4548/2018 as in effect, the shareholder in question attends the Regular General Meeting only if the General Meeting allows it.

   It is noted that the exercise of the aforementioned rights (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 or transfer shares for the time period between the Record Date and the date of the Regular General Meeting.

     

   B. PROCEDURE FOR THE ATTENDANCE AND VOTING THROUGH PROXIES.

   Every shareholder attends the Regular General Meeting and votes either in person or through proxies. Each shareholder may appoint up to three (3) proxies. Legal entities participate in the Regular 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 Regular General Meeting. A proxy that acts for more shareholders may vote differently for every shareholder.

   The Proxy shall vote in accordance with the instructions of the Shareholder, if any, and shall be required to file the voting instructions for at least one (1) year from the submission of the Minutes of General Meeting to the competent Authority or, if the Decision is made public, upon its registration to the Societe Anonyme Registry. Non-compliance of the Proxy with the received instructions does not affect the validity of the decisions of the General Meeting, even if the Proxy's vote was decisive in taking them. The provisions of Article 128 paragraphs 4 and 5 of Law 4548/2018 apply to the appointment and revocation or replacement of the proxy and the obligations of the shareholder's proxy.

   The Company's Articles of Association do not provide for the possibility of the shareholders' attendance of the Regular 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 as provided for by article 125 of the Law 4548/2018.

   Authorization granting forms for the appointment of a proxy will be available for the shareholders:

   a) in written form at the company's offices (1 Sarantaporou  Street, Maroussi, 1^st  Floor, tel. 2106862454) 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 210-6108403, at least two (2) days prior to the Regular General Meeting.

   The proxy is obliged to disclose to the Company before the commencement of the Regular 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).

    

1.  SHAREHOLDERS' MINORITY RIGHTS PROVIDED FOR IN PARAGRAPHS 2,3,6 AND 7 OF ARTICLE 141 OF THE L. 4548/2018

   In view of the Regular General Meeting of the Shareholders of the Company on 1^st September 2020, detailed information on the rights of the Shareholders under paragraphs 2, 3, 6 and 7 of article 141 of Law 4548/2018 is given below.

   a) Upon 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 Regular General Meeting, if the relevant request is submitted to the Board of Directors until the 17^th of August 2020, i.e. at least fifteen (15) days prior to the Regular 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 Regular General Meeting; the revised agenda is published in the same way as the previous agenda, on the 19^th of August 2020, i.e. at least thirteen (13) days prior to the date of the Regular 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 141 par. 4 of L. 4548/2018.

   b) Upon request of shareholders representing 1/20 of the paid-up share capital, the Board of Directors, according to the provisions of article 123 par. 3 of L. 4548/2018, makes available to the shareholders the latest by the 26^th of August 2020, 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 25^th of August 2020, i.e. at least seven (7) days prior to the date of the Regular General Meeting.

   c) Upon request of any shareholder submitted to the Company until the 26^th of August 2020,  i.e. at least five (5) full days prior to the Regular 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.

   Furthermore, upon request of shareholders representing one twentieth (1/20) of the paid-up capital, the Board of Directors may be requested to announce to the Regular General Meeting the amounts which during the last two years were paid to each member of the Board of Directors or to the managers of the Company, as well as any benefit to such persons due to any cause or contract of the Company with them.

   d) Upon request of shareholders representing one tenth (1/10) of the paid-up share capital submitted to the Company until the 26^th of August 2020, i.e. at least five (5) full days prior to the Regular 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 paragraphs 3 and 4 of article 123 of the L. 4548/2018, as currently in force, i.e. the full text of the present invitation, the authorisation granting form for the appointment of proxies, the decision drafts for every issue of the agenda, the submitted documents to the General Meeting, as well as detailed information in relation to the exercise of minority rights according to paragraphs 2,3,6 and 7 of article 141 of the L. 4548/2018, 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 1, Sarantaporou Street, 1^st floor, tel. 2106862454, where the Shareholders can collect copies.

                                                                            Maroussi, 3^rd August 2020

                                                                         THE BOARD OF DIRECTORS