ATHENS MEDICAL CENTER S.A.
S.A. Registry No 13782/06/B/86/06
Summary of the 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 6th June 2012, the Shareholders of the societe anonyme under the name “ATHENS MEDICAL CENTER S.A.” are invited according to the Law and the Articles of Association of the Company, to the Annual Regular General Meeting that will take place on Friday 29th June 2012 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 fiscal year 1/1/2011- 31/12/2011, which includes the Annual Financial Statements for the fiscal year 1/1/2011- 31/12/2011 (Corporate and Consolidated), along with the Board of Director’s and the Auditor’s Report.
2. Release of the Board of Directors and the Auditor of any compensation liability for the Annual Financial Statements and for the actions in the fiscal year 01/01/2011-31/12/2011.
3. Approval of attendance and transportation expenses for the members of the Board of Directors for the fiscal year 2011.
4. Approval of the Auditor’s remuneration for the fiscal year 2011.
5. Election of one Regular and one Deputy Auditor from the Auditor’s Body for the regular and tax audit of the fiscal year 2012.
6. Election of the Members of the Audit Committee and constitution of the Committee as a body.
7. Appointment of Mr. Jochen Schmidt, independent member of the Board of Directors until now, as merely non-executive Member.
8. 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 29/06/2012, the General Meeting will meet again as a A’ Repeat Meeting on Wednesday, 11th July 2012, 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Please note that a new invitation for the possible repeat meeting will not be published, according to article 29 of the C.L. 2190/1920, as currently in force.
According to C.L. 2190/1920, as amended by L. 3884/2010 and currently is 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 Regular General Meeting on 29th June 2012 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 above mentioned authority. The shareholder’s capacity must exist on 24th June 2012 (“Record Date”), i.e. on the beginning of the fifth (5th) day prior to the Regular General Meeting of 29th June 2012 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. In relation to the possible A’ Repeat General Meeting, the shareholder’s capacity must exist atthe beginning of 7th July 2012 (“Record Date for the A’ Repeat General Meeting”), i.e. the fourth (4th) day prior to the date 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 aforementioned General Meeting.
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 28a of the C.L. 2190/1920, the above mentioned shareholder 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 neither 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 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. Authorization granting forms for the appointment of a proxy will be available for the shareholders: a) in written form at the company’s offices (5-7 Distomou Street, Maroussi, 5th Floor, tel. 2106862454) and b) in electronic form on the Company’s website (www.iatriko.gr). The above mentioned 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 Regular General Meeting.
C. 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 drafts for every issue of the agenda, the submitted documents to the General Meeting, as well as the 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 above mentioned documents are available in written form to the Shareholders’ Service Department of the Company, at the address 5,7 Distomou Street, 5th floor, tel. 2106862454, where the Shareholders can collect copies.
Maroussi, 6th June 2012
THE BOARD OF DIRECTORS