Pre-Annual General Meeting Information • May 30, 2025
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
The Board of Directors of the Company under the name "AUTOMATIC ANALYZERS - DIAGNOSTIC REAGENTS AND PRIVATE DIAGNOSTIC LABORATORIES MEDICON HELLAS S.A.", in accordance with the Law and the Articles of Association, invites the Shareholders of the Company to an Annual Ordinary General Meeting, which will be held on Wednesday (25th) June 2025, at 14:00 p.m., at the Company's headquarters (Meliton 5–7, Gerakas Attica, 1st floor), for discussion and decision-making on the following agenda items:
1] Submission and approval of the Annual Financial Statements (Corporate and Consolidated) of MEDICON HELLAS S.A. for the financial year 2024 (01.01.2024– 31.12.2024), following the submission, hearing and approval of the Annual Report of the Board of Directors and the Audit Report of the Statutory Auditors thereon.
2] Approval of the distribution of profits for the financial year 2024 (01.01.2024 - 31.12.2024) and the distribution of dividend from profits for the financial year 2024 (01.01.2024 - 31.12.2024) and the provision of relevant authorization to the Board of Directors.
3] Approval of the overall management of the Board of Directors for the fiscal year 01.01.2024-31.12.2024 pursuant to article 108 of Law 4548/2018 and discharge of the Company's Auditors from any liability for compensation for the financial year 2024, as well as for the annual financial statements of the said fiscal year pursuant to article 117 par. 1 para. c of Law 4548/2018.
4] Submission for discussion and vote by the Annual Ordinary General Meeting of the Remuneration Report for the fiscal year 01.01.2024-31.12.2024 in accordance with article 112 of Law 4548/2018, as in force.
5] Approval of paid fees, salaries and compensation of the members of the Board of Directors of the Company, the Audit Committee and the Executives for the fiscal year 01.01.2024-31.12.2024 pursuant to article 109 of Law 4548/2018.
6] Approval of contracts, approval and pre-approval and determination of salaries, remuneration and compensation paid during the financial years 2025-2026 to the members of the Board of Directors, the Audit Committee and the Directors as well as the granting of permission for the advance payment of the remuneration to the above persons for the period until the next Annual General Meeting in accordance with articles 109 and 117 of Law 4548/2018.
7] Provision of approval - license for the conclusion of employment contracts or mandate of the company with members of its Board of Directors and determination of a maximum limit of their remuneration.
8] Submission and presentation of the annual report of the Audit Committee for the fiscal year 2024 (01.01.2024-31.12.2024).
9] Election of an Audit Firm for the Regular Audit of the Financial Statements (Corporate and Consolidated) of MEDICON HELLAS S.A., in accordance with the International Financial Reporting Standards, for the management period 01.01.2025 - 31.12.2025 and determination of this remuneration.
10] Granting of a permit in accordance with article 98 par. 1 of Law 4548/2018, as in force, to the members of the Board of Directors and the Company's directors to participate in Boards of Directors or in the management of subsidiaries, affiliates and affiliated companies of the Group, which pursue similar and/or similar purposes.
11] Submission to the General Assembly of the Report of the Independent Non-Executive Members of the Board of Directors in accordance with article 9 par. 5 of Law 4706/2020 as in force.
12] Submission for voting and approval of the amendment and revision of the Company's remuneration policy.
13] Various topics and announcements.
According to articles 121 par. 4, 124 and 128 of Law 4548/2018, as currently in force, the Company informs the shareholders of the following:
Each share confers the right to one (1) vote. Anyone who appears as a shareholder in the records of the Intangible Securities System (DSS) of the Société Anonyme under the name "HELLENIC CENTRAL SECURITIES DEPOSITORY S.A.", in which the securities (shares) of the Company are held or the person identified as such on the basis of the relevant date, through registered intermediaries or other intermediaries, in compliance with the provisions of the legislation (Law 4548/2018, Law 4569/2018, Law 4706/2020 and Regulation (EU) 2018/1212) as well as the Regulation of Operation of the Hellenic Central Securities Depository (Government Newspaper Page B' 1007/16.3.2021).
The shareholder status must exist on 20.06.2025 (record date), i.e. at the beginning of the fifth (5th) day before the day of the meeting of the Annual Ordinary General Meeting of 25.06.2025. The proof of shareholder status can be done by any legal means and in any case on the basis of information received by the Company from the central securities depository, provided that it provides registry services or through the participating and registered intermediaries in the Central Securities Depository in any other case. With regard to the Company, only those who hold the status of shareholder on the respective record date shall be deemed to have the right to participate and vote in the annual Annual General Meeting. It is noted that the exercise of these rights (participation and voting) does not require the freezing of the beneficiary's shares nor the observance of any other similar procedure, which limits the possibility of selling and transferring them during the period between the date of registration and the date of the annual Ordinary General Meeting.
(a) At the request of shareholders representing one-twentieth (1/20) of the paid-up share capital, the Board of Directors of the Company is obliged to include additional items on the agenda of the annual Ordinary General Meeting, if the relevant request is received by the Board of Directors by 10.06.2025, i.e. at least fifteen (15) days before the annual Annual General Meeting. The request for the inclusion of additional items on the agenda is accompanied by a justification or a draft decision to be approved by the General Meeting and the revised agenda is made public in the same way as the previous agenda, on 12.06.2025, i.e. thirteen (13) days prior to the date of the annual Annual General Meeting and at the same time it shall be made available to the shareholders on the Company's website (see below), together with the justification or draft decision submitted by the shareholders in accordance with the provisions of article 123 par. 4 of Law 4548/2018.
(b) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors shall make available to the shareholders in accordance with the provisions of article 123 par. 3 of Law 4548/2018, no later than 19.06.2025, i.e. at least six (6) days before the date of the annual Ordinary General Meeting, draft resolutions on issues included in the initial or any revised agenda, if the relevant request is received by the Board of Directors by 18.06.2025, i.e. at least seven (7) days before the date of the annual Ordinary General Meeting.
(c) Upon the request of any shareholder submitted to the Company by 20.06.2025, i.e. at least five (5) full days prior to the annual Annual General Meeting, the Board of Directors is obliged to provide the General Meeting with the requested specific information on the Company's affairs, insofar as they are relevant to the items on the agenda. There is no obligation to provide information, when the relevant information is already available on the Company's website, in particular in the form of questions and answers. Also, at the request of shareholders, representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to announce to the General Meeting the amounts paid, during the last two years, to each member of the Board of Directors or the directors of the Company, as well as any benefit to these persons from any cause or contract between the Company and them. In all the above cases, the Board of Directors may refuse to provide the information for a substantial reason, which is stated in the minutes.
(d) Upon request of shareholders representing one tenth (1/10) of the paid-up share capital, which is submitted to the Company by 20.06.2025, i.e. at least five (5) full days prior to the annual Annual Ordinary General Meeting, the Board of Directors is obliged to provide the General Meeting with information on the course of corporate affairs and the Company's financial situation. The Board of Directors may refuse to provide the information for a substantial reason, which is stated in the minutes.
(e) At the request of shareholders representing one-twentieth (1/20) of the paid-up share capital, voting on an item or items on the agenda shall be taken by open vote.
In all the above cases, the applicant shareholders must prove their shareholder status and, except in the case of the first subparagraph of paragraph 6 of Article 141 of Law 4548/2018, the number of shares they hold during the exercise of the relevant right. Proof of shareholder status may be made by any legal means and in any case on the basis of information received by the Company from the Société Anonyme under the name "Hellenic Central Securities Depository" (E.L.K.A.T.), provided that it provides registry services or through the participating and registered intermediaries in the Central Securities Depository in any other case.
The shareholder participates in the annual Ordinary General Meeting and votes either in person or through a proxy. Each shareholder may appoint up to three (3) representatives. Legal entities participate in the General Meeting, appointing up to three (3) natural persons as their representatives. However, if the shareholder holds shares of the Company that appear in more than one securities account, this restriction does not prevent that shareholder from appointing different proxies for the shares appearing in each securities account in relation to the General Meeting. A proxy acting for more than one shareholder may vote differently for each shareholder.
The shareholder's proxy is obliged to notify the Company, prior to the commencement of the meeting of the Annual General Meeting, of any specific event that may be useful to the shareholders in assessing the risk that the proxy may serve interests other than those of the represented shareholder. For the purposes of this paragraph, a conflict of interest may arise in particular where the agent:
(a) is a shareholder exercising control over the Company or another legal person or entity controlled by such shareholder;
(b) is a member of the Board of Directors or in general of the Company's management or a shareholder exercising control over the Company or other legal person or entity controlled by a shareholder who exercises control over the Company;
(c) is an employee or auditor of the Company or a shareholder exercising control over the Company or other legal person or entity controlled by a shareholder, exercising control over the Company;
(d) is the spouse or first-degree relative of one of the natural persons referred to in the above cases (a) to (c).
The appointment and revocation or replacement of the shareholder's representative or representative shall be made in writing and submitted to the Company with the same forms, at least forty-eight (48) hours prior to the date of the meeting of the Annual Ordinary General Meeting.
The Company has made available on its website (www.mediconsa.com) the form it uses for the appointment of a proxy. This form must be filed completed and signed by the shareholder at the Company's Shareholder Service Department in Gerakas, Attica, 5-7 Meliton Street, or sent by fax to fax 210-6612666 at least forty-eight (48) hours prior to the date of the meeting of the Annual General Meeting.
The beneficiary shareholder is required to ensure that the proxy appointment form is successfully sent and received by the Company, by calling, during working days and hours, at 210-6606129.
The full text of the draft decisions and any documents provided for in Article 123 par. 4 of Law 4548/2018 will be available in paper form at the offices of the Company's registered office (Geraka Attica, 5-7 Melitona Street).
The information of par. 3 and 4 of article 123 of Law 4548/2018 will be available in electronic form on the Company's website www. mediconsa.com.
Gerakas Attica, 30 May 2025
Have a question? We'll get back to you promptly.