Diagnostic & Thrptc Cntr of Athns Hyg : REASONED OPINION OF THE BOARD OF DIRECTORS OF THE COMPANY DIAGNOSTIC AND THERAPEUTIC CENTER OF ATHENS HYGEIA SA ON THE MANDATORY TENDER OFFER SUBMITTED BY COMPANY HELLENIC HEALTHCARE SINGLE-MEMBER HOLDINGS SA

REASONED OPINION OF THE BOARD OF DIRECTORS OF THE COMPANY

DIAGNOSTIC AND THERAPEUTIC CENTER OF ATHENS HYGEIA SA

ON THE MANDATORY TENDER OFFER SUBMITTED BY COMPANY HELLENIC

HEALTHCARE SINGLE-MEMBER HOLDINGS SA

On December 31, 2018, the Board of Directors (hereinafter "the BoD") of Diagnostic and Therapeutic Center of Athens HYGEIA SA (hereinafter "the Company") formulated its Reasoned Opinion with regard to the Mandatory Tender Offer of Hellenic Healthcare Single-Member Holdings SA (hereinafter "the Offeror") to the Company's shareholders (hereinafter "the Tender Offer"), pursuant to Article 15 of Law 3461/2006. The Reasoned Opinion will be accompanied by a detailed report by EUROXX Securities SA, acting as financial advisor for the Company, pursuant to Article 15(2) of the same Law (hereinafter "the Advisor").

The Offeror notified in writing the Capital Market Commission and the Company of the submission of the Tender Offer on 12/11/2018 (the "Tender Offer Date"), submitting at the same time a draft of the Information Memorandum to the Capital Market Commission and the Company's BoD. The Information Memorandum for the Tender Offer (hereinafter "the Information Memorandum") was approved by the Capital Market Commission on 20/12/2018 and was published on 27/12/2018. The acceptance period for the Tender Offer started on 27/12/2018 at 8:00 am and will expire on 07/02/2019 at close of business for the banks operating in Greece.

At the time this document was drafted, the Company's paid-up share capital amounted to €125.350.298,76, divided into 305,732,436 ordinary registered dematerialized shares with voting rights at a par value of €0.41 each (hereinafter "the Shares"). The Shares are listed and trading on the Main Market of the Athens Exchange (hereinafter "ATHEX").

The Tender Offer relates to the acquisition by the Offeror of up to 90,542,970 Shares in total, corresponding to 29.62% of the Company's total paid-up share capital and voting rights.

At the close of the ATHEX session on the Tender Offer Date, the direct holding of the Offeror in the Company amounted to 249,200,429 Shares, which corresponded to 81.51% of the Company's total paid-up share capital and voting rights. At the close of the ATHEX session on 20/12/2018, the direct holding of the Offeror in the Company amounted to 286,331,638 Shares, which corresponded to 93.65% of the Company's total paid-up share capital and voting rights. Up to 21/12/2018, the Offeror had acquired 286,627,843 Shares via ATHEX, which correspond to 93.75% of the Company's voting rights in total, at the price of €0.95 per Share, i.e. a price equal to the Offered Consideration, while no other person acting in concert with the Offeror held, directly or indirectly, any other Company Shares or voting rights on 21/12/2018.

The Tender Offer is not subject to any conditions.

In view of all these, the BoD formulated the following Reasoned Opinion pursuant to current legislation:

A. Number of Company shares controlled or held by BoD Members and Senior Executives of the Company (Article 15(2a) of Law 3461/2006)

The following table lists the number of Company shares held or controlled directly or indirectly by BoD Members and Senior Executives based on the most recent data available (21/12/2018 as transaction date).

Name	Capacity	No. of Shares	Shareholding percentage
Athanasios Papanikolaou	Chairman / Non-Executive BoD Member	0
Georgios Politis	Vice-Chairman / Non-Executive BoD Member	0
Andreas Kartapanis	CEO / Executive BoD Member	0
Dimitrios-Eleftherios Mantzavinos	Executive BoD Member	1,950	0,001%
Konstantina Psoni	Executive BoD Member	0
Panagiotis Throuvalas	Non-Executive BoD Member	0
Spyridon Kalakonas	Non-Executive BoD Member	0
Efstratios Pattakos	Non-Executive BoD Member	0
Georgios Zacharopoulos	Non-Executive BoD Member	0
Athanasios Christopoulos	Independent Non-Executive BoD Member	0
Nikolaos Damaskopoulos	Independent Non-Executive BoD Member	0
Anastasios Ntinos	Senior Executive	0
Nikolaos Tsamakos	Senior Executive	1,000	0.000%
Other Senior Executives		0
Total	2,950	0.001%

Insider transactions have been disclosed, pursuant to the provisions of Law 3556/2007, as in force.

B. Actions of the Company's BoD (Article 15(2b) of Law 3461/2006)

During its meeting held on 13/11/2018 the Company's BoD:

A) Was briefed on the submitted Tender Offer and on the Valuation Report issued by Cyclos Securities SA (hereinafter the "Valuer"), drawn up with the Offeror's diligence,

pursuant to the provisions of Article 9(6 & 7) of Law 3461/2006, as added to Article 108(2) of Law 4514/2018, and published in the manner and means specified in Article 16(1) of the same Law.

B) Decided to appoint EUROXX Securities SA as independent financial advisor, pursuant to Article 15(2) of Law 3461/2006.

C) Decided to proceed with a relevant announcement, which was published pursuant to Article 16 of Law 3461/2006.

The Company's BoD informed the employees of the submission of the Tender Offer, pursuant to Article 10(3) of Law 3461/2006.

The Company's BoD forwarded to the employees the approved published Tender Offer Information Memorandum that was submitted to the Company, pursuant to Article 10(9) of Law 3461/2006.

The Company's BoD did not take any action which does not pertain to the ordinary course of business of the Company and could potentially lead to the cancellation of the Tender Offer. Furthermore, it did not make and does not intend to make any contacts for the submission of competing offers.

C. Agreements of the Company's BoD or the BoD members (Article 15(2c) of Law 3461/2006)

No agreements exist between the Company's BoD or BoD Members and the Offeror regarding the management and operation of the Company, the exercise of rights attached to the Company Shares or any other issue.

D. Reasoned Opinion of the BoD (Article 15(2d) of Law 3461/2006)

To formulate its Opinion the BoD took into consideration the interests of the Company, its shareholders and its personnel, based on the content of the Information Memorandum. Moreover, the BoD took into account the following:

(a) The offered consideration:

The offered consideration amounts to €0.95 in cash for every offered Share of the Company in the context of the Tender Offer.

Furthermore, on behalf of the accepting shareholders, the Offeror assumes the payment of the ATHEXCSD fees, currently amounting to 0.08% of the value of the Shares under transfer (which is calculated as the product of the number of the Shares under transfer multiplied by the highest of the following prices: (i) the Offered Consideration and (ii) the closing price of the Share in ATHEX on the last day before the submission of the documents required by virtue of Article 46 of the DSS Regulations, with the minimum charge amounting to the lowest between €20 and 20% of the value of the Shares under transfer for each accepting shareholder), pursuant to Article 7 of codified decision no. 1 (meeting 223/28.01.2014) of the Board of Directors of ATHEXCSD, as in force.

The Offeror does not assume the payment of the over-the-counter transaction tax for the transfer of the Shares under transfer to the Offeror amounting currently to 0.2% of the value of the over-the-counter transaction which will burden the accepting shareholders.

(b) The report of the Financial Advisor:

The Advisor proceeded with the preparation of a detailed report whereby three different internationally accepted valuation methods apply as follows:

•  Method A - Valuation of the Company using the Discounted Cash Flow Model

•  Method B - Valuation of the Company using the Multiples Approach for Similar Companies.

•  Method D - Valuation of the Company based on Comparable Transactions of Companies with Similar Activities.

Based on the results of the valuation methods used by the Financial Advisor and the weighting of each method for the valuation of the offered consideration of the Tender Offer for the acquisition of up to 90,542,970 ordinary registered shares of the Company by the Offeror, the Financial Advisor concluded that the consideration offered in the context of the Tender Offer amounting to €0.95 per share is within the fair and reasonable value range resulting from the selected valuation methods, which was determined to be €0.64-€0.99 per share.

(c) The exchange price of the Company share:

As regards the market price of the Company share, the offered consideration of €0.95 is:

•  Higher by 8.0% than the weighted average market price of the share per volume of transactions for the 6 months before the Tender Offer Date, which was €0.88 per share.

•  Equal to the highest price that the Offeror paid to acquire shares in the 12 months before the date they were required to submit a Tender Offer. Specifically, the Offeror had acquired 215,189,466 Shares in total by 09/11/2018, the majority of which were acquired at €0.95.

•  Higher by 37.7% than the price set by the Valuer, pursuant to Article 9(7) of the Law, amounting to €0.69.

(d) The business goals of the Offeror according to the Information Memorandum:

The Offeror believes that HYGEIA Group is a worthwhile investment, which falls within the investment strategy for the capitals managed by CVC. Through the Tender Offer, the Offeror aspired to acquire 100% of the Company and remove theShareholders from ATHEX, pursuant to Article 17(15) of Law 3371/2005. In all events, the Offeror aims to support and facilitate the Company's Management in its efforts for further growth, and also support its plans for updating and expansion, so as to increase the HYGEIA Group revenue sources.

The Offeror also aims to ensure adequate financing for HYGEIA Group, aspiring to expand and update its services and activities, by implementing the core directions of the Company's business plan for HYGEIA Group, which are:

•  To implement the investment plan in the area of healthcare services, which includes improving the services offered by:

  • - Replacing medical equipment with newer devices, wherever deemed necessary.

  • - Adopting new treatment methods and supporting them with the necessary medical equipment.

  • - Upgrading the healthcare services offered through renovating the hospital units.

•  Creating added value from the existing administrative and supportive operations.

•  Increasing medical tourism activities and developing this activity in Greece.

•  Establishing Centers of Excellence so as to attract international specialized and highly qualified scientific staff, for the purposes of research, innovation and highest quality of services in the sector.

•  Providing top healthcare services to all patients.

Furthermore, the Offeror is not planning on transferring either their headquarters or the headquarters of the Company or any other member of HYGEIA Group outside Greece, or their place of operations. Under the current circumstances, the Offeror is intending to continue the HYGEIA Group operations without any essential changes, and to maintain the jobs of the staff and its executives as well as their terms of employment. The Offeror will also review the gradual reconstitution of the Company's Board of Directors and the Boards of Directors of the other HYGEIA Group members, keeping in mind the unhindered continuation and management, as well as the consistent implementation of the Company's business plan, regardless of the outcome of the Tender Offer and the removal or not of the Shareholders from ATHEX. Moreover, with the aim of updating HYGEIA Group, improving its operations, consolidating its operating costs, developing its assets and maximizing the benefits from synergies that are expected to be acquired through their investment in HYGEIA Group, in the next few months, and in all events by June 2019, the Offeror is intending to assign the drafting of a relevant report and the formulation of alternative proposals to an internationally acclaimed consulting company. The Offeror will then evaluate and weigh these proposals in partnership with CVC, based on parameters such as cost, efficiency, operating and socio-economic impact and implementation time frame. At present, the Offeror is not in a position to know when this report and