Shareholders' rights and way of exercise
All issued shares by the Company are ordinary, registered, voting shares. Each share carries all the rights and obligations provided by Law 4548/2018 and the Company's Articles of Association. Share ownership automatically entails adherence to the Company's Articles of Association and to the duly taken resolutions of the General Meeting, even if the shareholder did not take part in the relevant decision-making. Shareholders' liability is limited to the nominal value of their shares.
Shareholders shall participate in the Company's management, profits and liquidation proceeds pro rata to their shareholding and according to the provisions of law and the Articles of Association. The rights and obligations attached to each share shall follow the share to any universal or particular successor of the shareholder.
The Shareholders shall only exercise their rights pertaining to the management of the Company through the General Meeting. The General Meeting is the supreme governing body of the Company and represents the totality of the Shareholders. The duly-taken decisions of a lawfully constituted General Meeting are binding for all, including the absent or disagreeing, Shareholders.
Each share carries one vote in the General Meeting. Ten (10) days prior to the Ordinary General Meeting, the Company shall make available to the Shareholders the annual financial statements and the Board of Directors' and Auditors' respective reports (article 123 par. 1 of Law 4548/2018). The Company fulfills the foregoing obligation by publishing the relevant information on its website (www.lamdadev.com) (article 123 par. 2 of Law 4548/2018).
According to article 19 par. 4 of the Company's Articles of Association, every shareholder shall have the right to participate in person or by proxy in the General Meeting of the Company's Shareholders under the conditions set by the applicable laws. The appointment, revocation or replacement of a shareholder's proxy shall be made in writing or by email to the Company’s email address indicated in the notice of meeting according to article 128 of Law 4548/2018 and article 19 par. 4 of the Articles of Association. To the extent and for as long as the shares of the Company are listed on a regulated market, a shareholder’s appointed proxy shall be under an obligation to disclose to the Company, prior to the commencement of the General Meeting, any of the circumstances under Article 128 (5) of Law 4548/2018 applying to them.
Entitled to participate and vote in the General Meeting and any adjourned meetings in continuation thereof, shall be any person that on the beginning of the fifth (5th) day before the date of the General Meeting (the "Record Date"), appears as holder of the Company's ordinary registered shares in the records of the Dematerialized Securities System (D.S.S.) managed by the "HELLENIC CENTRAL SECURITIES DEPOSITORY SA." (the "CSD").
Proof of shareholder's capacity is evidenced electronically by the CSD via direct electronic connection of the Company with the DSS files. Therefore, the Shareholders do not have to produce a written certificate from the CSD in order for them to participate and vote in the General Meeting. A Shareholder may participate in the General Meeting on the basis of the confirmations or notices under articles 5 and 6 of Regulation (EU) 2018/1212 provided by the intermediary, unless the General Meeting refuses said participation on material grounds justifying such refusal, subject to the applicable provisions in force (article 19 par. 1 of Law 4569/2018, article 124 par. 5 of Law 4548/2018).
The persons entitled to participate and vote in a General Meeting vis-a-vis the Company shall be only the persons that on the Record Date are registered in the Dematerialized Securities System (D.S.S.) of the "HELLENIC CENTRAL SECURITIES DEPOSITORY SA." (the "CSD"), or the persons identified as such at the relevant date through registered intermediaries or other intermediaries, subject to the provisions of law (Law 4548/2018, Law 4569/2019, Law 4706/2020 and Regulation (EU) 2018/1212), including the Operation Regulation of the Hellenic Central Securities Depository SA. (Government Gazette no. Β/1007/16.03.2021).
The exercise of the aforesaid rights shall not be conditional on the previous blocking of the entitled person's shares nor on any other similar procedure that imposes restrictions on the sale and transfer of said shares during the period between the Record Date and the General Meeting.
The Board of Directors convening the General Meeting may also, at its discretion, permit the conduct of remote voting, by mail or by electronic means, prior to the General Meeting. The Board of Directors shall, by the same decision, set the details for the implementation of the foregoing in full compliance with the applicable provisions, and shall take sufficient steps to ensure compliance with the provisions of Article 126 par. 3 of Law 4548/2018.
Shareholders participating in the General Meeting by teleconference in real time, shall be taken into account for the purposes of calculating quorum and majority, and shall be able to exercise effectively their rights during the General Meeting. The Shareholders, therefore, shall be able to:
a) attend the General Meeting by electronic or audiovisual means;
b) take the floor and address the General Meeting orally during the General Meeting,
while at the same time via the online platform they shall be able to:
c) vote in real time during the General Meeting on the Agenda items;
d) be informed on the recording of their votes.
The Shareholders may attend and vote in the General Meeting in person or by proxy. Subject to the participation in the General Meeting by proxy through teleconference, each Shareholder may appoint up to three (3) proxies, and if the shareholder is a legal entity may appoint up to three (3) natural persons as its representative. In the case that a shareholder holds Company shares recorded in more than one securities accounts, such shareholder may appoint different proxies to represent the shares recorded in each securities account. A proxy acting for and on behalf of more than one shareholders may vote differently for each shareholder. As regards specifically the shareholders wishing to participate in the General Meeting -or any Adjourned Meeting resuming a suspended Meeting- by proxy, remotely and in real time, it is noted that the shareholder or the Participant registered in the D.S.S. Securities Account or any other intermediary acting as a custodian of the shareholder, through which the latter's shares are kept, shall be entitled to appoint up to one (1) proxy, at least forty-eight (48) hours prior to the date of the General Meeting.
The full text of the documents to be submitted to the General Meeting and the draft resolutions on each item on the agenda are available in hardcopy at the headquarters of the company LAMDA DEVELOPMENT S.A., (37A Kifissias Avenue, Maroussi, 151 23, tel: +30 210 7450600, fax: +30 210 7450645 email:
Minority Rights
All issues pertaining to minority issues and minority rights shall be governed by the provisions of Law 4548/2018, as in force.
Shareholders representing one-twentieth (1/20) of the Company's paid-up share capital may request:
a) the inclusion of additional items on the agenda of the General Meeting, upon request to be submitted to the Board of Directors at least fifteen (15) days prior to the General Meeting, accompanied by a justification or a draft resolution to be approved by the General Meeting;
b) that draft resolutions on the items included on the initial or revised agenda, as the case may be, be made available to the shareholders, according to the provisions of article 123 par. 3 of Law 4548/ 2018, at least six (6) days prior to the General Meeting, upon request to be submitted to the Board of Directors at least seven (7) days prior to the General Meeting.
Any shareholder may, upon request to be submitted to the Company at least five (5) full days prior to the General Meeting, ask that the General Meeting be provided with specific information by the Board of Directors, to the extent that said information is relevant to the items on the Agenda. Within the same time-limit, the shareholders may exercise the right provided for in article 141 par. 6(c), provided that the request is submitted by shareholders representing one-twentieth (1/20) of the Company's paid-up share capital.
Shareholders representing one-tenth (1/10) of the Company's paid-up share capital are entitled to ask, by request to be submitted to the Company at least five (5) full days before the General Meeting, that the General Meeting be provided by the Board of Directors with information regarding the course of the corporate affairs and the Company's financial standing.
Pre-emption rights
In every share capital increase (with the exception of those carried out by means of contribution in kind) and in every convertible bond loan issue, the Company’s existing, at the time of the capital increase or bond loan issue, shareholders shall have pre-emption rights over the entirety of the new shares or bonds, pro rata to their participation in the existing share capital (article 26, par. 1 of Law 4548/2018).
Pre-emptive rights are exercised by declaration to the Board of Directors. Said declaration must be made within the time limit and according to the form and other terms set by the governing body of the Company that decided the capital increase, and always according to the applicable provisions of Law 4548/2018.
Upon expiration of the time limit set by the governing body that decided the capital increase for the exercise of the pre-emption rights, which shall in no case be less than fourteen (14) days or more than four (4) months from the registration of the relevant resolution with the General Commercial Registry (GEMI), any non-subscribed shares may, pursuant to the foregoing, and subject to any specific provisions of the General Meeting that decided on the capital increase, be disposed without restriction by the Board of Directors, at a price not lower than that payable by the existing shareholders. The governing body that decided the increase, and in any case the Board of Directors in charge of disposing the remaining shares, may give priority to the shareholders that have already exercised their pre-emption rights (article 26 par. 4 of Law 4548/2018).
By decision of the General Meeting taken by increased quorum and majority, the pre-emption right provided under this article may be restricted or cancelled. In order for such a decision to be taken, the Board of Directors shall submit to the General Meeting a written statement of reasons for the restriction or the cancellation of the pre-emption rights, with a reasoning of the price or floor price proposed for the issue of the new shares. The relevant report of the Board of Directors and the resolution of the General Meeting shall be subject to publication requirements (article 27, par. 1 of Law 4548/2018).
The notice to exercise pre-emption rights, which must mention the time limit for the exercise of such rights, shall be duly published, through care of the Company, by means of registration with the General Commercial Registry and by means of publication on the Daily Official Bulletin of the Athens Exchange. Subject to paragraph 2, article 25 of Law 4548/2018. the aforesaid notice of the time limit for the exercise of the pre-emption rights may be omitted, provided that the General Meeting is attended by shareholders representing the entirety of the share capital and that these shareholders are informed of the time limit for the exercise of the pre-emption rights or have announced their decision as to exercise or not the pre-emption rights. In lieu of publication, the notice to exercise pre-emption rights may be notified to the shareholders by registered mail with acknowledgement of receipt.