«LAMDA Development Holding and Real Estate Development Societe Anonyme»

CODIFIED ARTICLES OF ASSOCIATION

as proposed to be amended at the General Shareholders' Meeting

on 20/5/2010

CHAPTER Α

ARTICLE 1

1. A Societe Anonyme is hereby established under the corporate name of ""LAMDA Development Holding and Real Estate Development Societe Anonyme" and under the distinctive title "LAMDA DEVELOPMENT S.A.".

2. In all dealings and transactions abroad, the name of the Company shall be rendered by faithful translation.

ARTICLE 2

1. The purpose of the Company shall be:

a. The acquisition, management and disposal of shares and in general of shares options or other participations in companies of any form and of any economic activity sector, for own account.

b. The acquisition, management, development, construction, exploitation and disposal of all kinds of real estate property.

c. The provision of business administration and management services.

d. The planning, construction, supervision and management of technical projects.

e. The provision of services to support operational needs of third companies in any business sector, such as airports and air transport, commodities distribution, amenity centres, hotels, yachts, shopping centres etc.

f. Any activity pertaining to the above.

2. To accomplish the aforementioned purposes, the Company may:

a. Carry out its activities, either itself, or by establishing or participating in companies of any legal form, or through partnerships (consortiums) with third persons, whether legal or natural.

b. Provide guarantees in benefit of corporations or companies in general, or consortiums, in or with which the Company participates or cooperates in any way, through securities in rem or in personam of any kind.

ARTICLE 3

1. The registered office of the Company is established in the Municipality of Amarousion in the Prefecture of Attica, Greece.

2. Upon decision of the Board of Directors, the Company may establish branches and offices anywhere in Greece or abroad. The decisions of the Board of Directors shall govern the terms of operation, the nature and extend of the said branches and offices, and competencies and obligations of their management and personnel.

3. All actions and claims against the Company shall be brought before the Courts in the Company's registered office, except when the Law provides otherwise.

ARTICLE 4

1. The duration of the Company is set to fifty (50) years, commencing from the publication of its initial articles of association in the Greek Government Gazette Issue on Societes Anonymes and Limited Companies (N^o 3311/15.11.77) on 15 November 1977 and ending on 14 November of the year two thousand twenty-seven (2027).

2. The duration of the Company may be extended or shortened by resolution of the General Meeting and amendment of the present articles of association

CHAPTER Β

Share Capital - Shares -Shareholders

ARTICLE 5

The Company’s share capital was initially set at the amount of TWENTY MILLION DRACHMAS (20,000,000) divided in 20,000 registered shares with a nominal value of 1,000 drachmas each, and fully paid-up, as explicitly set forth in the Articles of Association published in the Greek Government Gazette Issue on Societes Anonymes and Limited Companies No 3311/15.11.1977

By decision of the General Meeting dated 28 November 1979, the aforementioned capital was increased by TEN MILLION DRACHMAS (10,000,000) through the issuance of 10,000 new bearer shares with a nominative value of 1,000 drachmas each.

The share capital increase was fully paid in cash and the relative alteration was published in the Greek Government Gazette Issue on Societes Anonymes and Limited Companies N^o 3630/7.12.1979.

By decision of the General Meeting dated 24 October 1985, the aforementioned capital was again increased by TEN MILLION DRACHMAS (10,000,000) through the issuance of 10,000 new bearer shares with a nominative value of 1,000 drachmas each.

The share capital increase was fully paid in cash and the relative alteration was published in the Greek Government Gazette Issue on Societes Anonymes and Limited Companies N^o 3587/25.11.1985.

By decision of the General Meeting dated 30 June 1986, the aforementioned capital was again increased by TWENTY-FIVE MILLION DRACHMAS (25,000,000) through the issuance of 25,000 new bearer shares with a nominative value of 1,000 drachmas each. The share capital increase was fully paid in cash and the relative alteration was published in Greek Government Gazette Issue on Societes Anonymes and Limited Companies N^o 2969/26.9.1986.

By decision of the General Meeting dated 30 June 1990, the aforementioned capital was again increased by THIRTY-FIVE MILLION DRACHMAS (35,000,000) through the issuance of 35,000 new bearer shares with a nominative value of 1,000 drachmas each. The share capital increase was fully paid in cash as explicitly set forth in the Articles of Association published in the Greek Government Gazette Issue on Societes Anonymes and Limited Companies N^o 4837/18.12.1991.

By the same Ordinary General Meeting decision of 30 June 1990, the initial 20,000 registered shares of 1,000 drachmas nominative value each, were converted into bearer shares of the same nominative value.

By decision of the Extraordinary General Meeting dated 6 November 1992, the aforementioned share capital was again increased by ONE HUNDRED MILLION DRACHMAS (100,000,000) through the issuance of 100,000 new bearer shares with a nominative value of 1,000 drachmas each. The share capital increase was fully paid in cash as explicitly set forth in the Articles of Association published in the Greek Government Gazette Issue on Societes Anonymes and Limited Companies N^o 5693/29.12.1992.

The Ordinary Shareholders’ General Meeting dated 30 June 1994, unanimously decided in favour of reducing the Company shares’ nominal value from 1,000 drachmas to 100 drachmas per ordinary bearer share, through the exchange of one (1) old share with ten (10) new ones, as explicitly provided for in the Articles of Association published in the Greek Government Gazette Issue on Societes Anonymes and Limited Companies N^o 5056/30.8.1994.

The Extraordinary Shareholders’ General Meeting of 9 September 1994, unanimously decided in favour of listing the Company shares on the Athens Exchange Parallel Market and of increasing the share capital by 41,500,000 drachmas through the issuance of 415,000 new ordinary bearer shares with a nominative value of 100 drachmas each and an issue price of 1,400 drachmas per share. Moreover, by decision of the Extraordinary General Meeting, the share capital increase was covered by private and public subscription. The aforementioned decision was published in the Greek Government Gazette Issue on Societes Anonymes and Limited Companies N^o 5526/26.9.1995.

By decision of the Ordinary Shareholders’ General Meeting dated 25 April 1996, the shares were converted into registered shares, in accordance with the provisions of Article 15 of Law 2328/1995, as set forth in the Articles of Association published in the Greek Government Gazette Issue on Societes Anonymes and Limited Companies N^o 1792/6.5.1996.

The Extraordinary Shareholders’ General Meeting of 18 November 1999, decided unanimously to increase the Company’s share capital by 363,500,000 drachmas through the issuance of 3,635,000 new ordinary registered shares with a nominative value of 100 drachmas each, covered on the following basis:

a. by 120,750,000 drachmas through the capitalisation of reserves taxed under Article 8 of Law 2579/1998; and

b. by 242,750,000 drachmas paid in cash;

as set forth in the Articles of Association published in the Greek Government Gazette Issue on Societes Anonymes and Limited Companies N^o9523/30.11.1999.

The Extraordinary Shareholders’ General Meeting of 20 January 2000, decided unanimously in favour of: (a) the revoking of the share capital increase voted by the aforementioned Extraordinary Shareholders’ General Meeting of 18 November 1999 and (b) the Company’s share capital increase by one billion, two hundred eight million, one hundred twenty-five thousand (1,208,125,000) drachmas through the issuance of twelve million, eighty?one thousand, two hundred fifty (12,081,250) new ordinary registered shares with a nominative value of one hundred (100) drachmas each, covered on the following basis:

a. by four hundred eighty-three million (483,000,000) drachmas through the capitalisation of reserves, with the issuance of four million, eight hundred thirty thousand (4,830,000) shares; and

b. by seven hundred twenty-five million, one hundred twenty-five thousand (725,125,000) drachmas in cash, by setting an issue price of five thousand, five hundred (5,500) drachmas per share and thus crediting the Company’s share premium account with thirty-nine billion, one hundred fifty-six million, seven hundred fifty thousand (39,156,750,000) drachmas, as set forth in the Articles of Association published in the Greek Government Gazette Issue on Societes Anonymes and Limited Companies N^o1066/15.2.2000

The Shareholders’ General Meeting of 14 June 2001, decided in favour of:

a. A share capital increase of 32,254,156 drachmas through the capitalization of the share premium account reserves by increase of the nominative value from 100 drachmas per share to 102.225 per share; and

b. The conversion of the share capital and the nominative value per share into Euros as well.

After the foregoing, the Company’s share capital amounted to 1,481,879,156 drachmas (one billion, four hundred eighty?one million, eight hundred seventy-nine thousand, one hundred fifty-six drachmas) or 4,348,875 Euros (four million, three hundred forty-eight thousand, eight hundred seventy-five Euros), fully paid?up and divided into 14,496,250 (fourteen million, four hundred ninety-six thousand, two hundred fifty) ordinary registered shares with a nominative value of 102.225 drachmas or 0.30 Euros each, as set forth in the Articles of Association published in the Greek Government Gazette Issue on Societes Anonymes and Limited Companies N^o 6376/23.7.2001

By resolution of the Ordinary General Meeting on 7 June 2002, it was decided to increase the Company’s share capital by 8,697,750 Euros through the issuance of 28,992,500 new ordinary registered shares with a nominative value of thirty 0.30 Euros each, paid in cash at an issue price of 4.00 Euros per share and thus crediting the share premium account, owing to a premium of 3.70 Euros.

After the foregoing, the Company’s share capital amounted to 13,046,625 Euros, fully paid-up and divided into 43,488,750 ordinary registered shares with a nominal value of 0.30 Euros each, as set forth in the Articles of Association published in the Greek Government Gazette Issue on Societes Anonymes and Limited Companies N^o 6897/8.7.2002.

By resolution of the Board of Directors dated 22 December 2003, it was decided to increase the Company’s share capital by exercise of the stock option with a view to implementing the Share Issue Plan approved by the Ordinary General Meeting of 14 June 2001. Once the share capital increase was covered, the Board of Directors certified a share capital increase of thirty?one thousand, two hundred sixty Euros (31,260), fully paid-up through the issuance of one hundred four thousand, two hundred (104,200) new ordinary registered voting shares with a nominative value of 0.30 Euros each, paid in cash at an issue price of 1.80 Euros per share, and thus crediting the share premium account with the amount of one hundred fifty-six thousand three hundred (156,300) Euros, owing to a premium of 1.50 Euros.

Thus, after the aforementioned adjustment, the Company’s share capital amounted to 13,077,885 Euros, fully paid-up and divided into 43,592,950 ordinary registered shares with a nominative value of €0.30 each.

By resolution of the Board of Directors dated 29 December 2004, it was decided to increase the Company’s share capital by exercise of the stock option with a view to implementing the Share Issue Plan approved by the Ordinary General Meetings of 14 June 2001 and 7 June 2002. Once the share capital increase was covered, the Board of Directors certified a share capital increase of fifty-seven thousand, eight hundred seventy Euros (57,870) through the issuance of one hundred ninety-two thousand, nine hundred (192,900) new ordinary registered voting shares with a nominative value of 0.30 Euros each, paid in cash at an issue price of 1.80 Euros per share, and thus crediting the share premium account with the amount of two hundred eighty-nine thousand three hundred fifty (289,350) Euros.

Thus, by the aforementioned adjustment, the Company’s share capital amounted to 13,135,755 Euros, fully paid-up and divided into 43,785,850 ordinary registered shares with a nominative value of 0.30 Euros each.

By resolution of the Board of Directors dated 30 December 2005, it was decided to increase the Company’s share capital by exercise of the stock option with a view to implementing the Share Issue Plan approved by the Ordinary General Meetings of 7 June 2002 and 19 June 2003. Once the share capital increase was covered, the Board of Directors certified a share capital increase of seventy-three thousand, two hundred thirty Euros (€73,230) through the issuance of two hundred forty-four thousand, one hundred (244,100) new ordinary registered voting shares with a nominative value of thirty 0.30 Euros each, paid in cash at an issue price of 1 Euro and 80 Euro cents (€1.80) per share (issue price applying to 40,600 of the 2^nd Share Issue Plan), and at two (€2.00) Euros per share (issue price applied to the 203,500 shares of the 3^rd Share Issue Plan), and thus crediting the share premium account with the total sum of four hundred six thousand, eight hundred fifty (€406,850) Euros.

Thus, by the aforementioned adjustment, the Company’s share capital amounts to 13,208,985 Euros, fully paid-up and divided into 44,029,950 ordinary registered shares with a nominative value of 0.30 Euros each.

ARTICLE 6

1. All issues pertaining to share capital increases shall be settled in accordance with the provisions of Codified Law 2190/1920, as in force from time to time.

2. Within a period of five (5) years from the relevant Shareholders' General Meeting decision in favour of a share capital increase, the Board of Directors is entitled to increase the share capital through the issuance of new shares, by decision taken with a majority of two-thirds (2/3) of its total members. The increase amount cannot exceed that of the capital paid-up at the time when the said General Meeting decision was taken. The General Meeting may renew the aforementioned authorisation to the Board of Directors for a period of time that cannot exceed five years for each renewal.

3. The Shareholders’ General Meeting shall be competent to decide a share capital increase up to four times its amount, carried out at once or in several installments, through the issuance of new shares, after the relevant alteration of article five (5) of the Articles of Association. The said decision of the General Meeting requires an absolute majority and the usual quorum. Any share capital increases that may come within paragraphs 1 and 2 do not constitute alterations of the Articles of Association.

4. Any higher share capital increase shall require a decision of the Shareholders' General Meeting, in accordance with the provisions of Law 2190/1920 on quorum and majority. The same applies when reserves exceed one-tenth (1/10) of the paid-up share capital and therefore the provisions of the foregoing paragraphs 1 and 2 do not apply.

ARTICLE 7

1. The Company shares are registered shares that may, if allowed by law, be converted into bearer shares by decision of the General Meeting taken by the simple quorum and majority requirements provided by Codified Law 2190/1920; and are transferable in accordance with the provisions applicable from time to time.

2. Inasmuch as the Company shares are listed, no share certificates are issued and all shares shall be registered in the securities depository, in accordance with the provisions applicable from time to time.

ARTICLE 8

1. The Shareholders' liability is limited to the share's nominative value. No Shareholder shall be held liable for more than the value of the shares held by them.

2. The Shareholders, heirs, general successors or successors in title, or lenders of Shareholders, cannot, in any case, cause the seizure or sealing of the Company's books, offices or branches, or any Company assets in general; but shall, on the contrary, comply to the legitimate decisions of the Board of Directors and the Shareholders' General Meeting. Share ownership implies acceptance of the present Articles of Association and of the Board of Directors and General Meeting legitimate decisions, even if the Shareholder were not part of the decision-making.

ARTICLE 9

All issues pertaining to the certification of any share capital increase are governed by Codified Law 2190/1920.

CHAPTER C

Administration and Representation of the Company

ARTICLE 10

1. The Company is administered by a Board of Directors consisting of minimum five (5) to maximum eleven (11) members that are elected by the Shareholders' General Meeting and that may, but need not be, Shareholders. The members may be either natural or legal persons. In the case that a legal person is Member of the Board of Directors, it is required to designate a natural person to exercise its powers as member of the Board of Directors. The elected members of the Board of Directors are reeligible. The General Meeting may, as and when it considers appropriate, elect Substitute members, up to a number that shall not surpass that of the ordinary members.

2. The term of office of Board Directors members shall be five (5) years and may be extended until the first Ordinary General Meeting convened after the expiration of the said term, but cannot exceed six (6) years in total.

3. Should there be, for any reason, any vacancies in one or more board positions, these shall be filled, by order of election, by substitute members, if any, elected by the General Meeting, pursuant to article 10, paragraph 1 of the Articles of Association.

4. In the case that the filling of vacancies is not possible, whether because no substitute members have been elected by the General Meeting, or because their number is insufficient, the Board of Directors may either elect directors to fill in the vacancies, or carry on with the administration and representation of the Company with the remaining directors and without replacing the former members, on the condition that the remaining number of directors is superior to one half of the initial number of members as it was before the occurrence of the aforementioned events. That said, the number of Board members cannot, at any time, be inferior to three.

5. Should there be an election for replacing members, these shall be elected by the Board of Directors upon decision of its remaining members, provided their number is not inferior to three (3), and shall stay in office for the remaining of the term of office of the member to be replaced. The decision pertaining to the election is subject to the publication formalities under article 7b of Codified Law 2190/1920, as in force from time to time, and shall be announced by the Board of Directors at the first subsequent General Meeting, which has the power to replace the elected members even if no such item is entered on the agenda.

6. The election of directors in replacement of vacancies shall be compulsory when the number of the remaining directors is inferior or equal to half of the initial number of directors, as it was before the occurrence of one or more vacancies.

7. In case of resignation, death, or any other loss of membership of one or more members of the Board of Directors, the remaining members may continue the administration and management of the Company, on the condition that their number is superior to one half of the initial number of members before the occurrence of the aforementioned events. In any case, the members of the Board of Directors cannot be less than three (3).

8. In any case, the remaining members (even one) of the Board of Directors, regardless of their number, may convene a General Meeting with the express purpose of electing a new Board of Directors.

ARTICLE 11

1. The Board of Directors shall elect, among its members and for its term of office, the Chair, Vice Chair and CEO of the Company. The offices of Chair or Vice Chair and CEO may be combined and held by the same person.

2. Should the Chair be prevented from exercising their duties, these shall be performed by the Vice Chair or by any Director appointed for this purpose. Should there be a vacancy in the Bureau of the Board, the Board shall elect a replacement at its first meeting after the said vacancy took place. The newly elected member of the Bureau shall remain in office for the remainder of the replaced director's term of office.

ARTICLE 12

All members of the Board of Directors shall be liable to the Company with respect to the administration of company affairs. The said liability shall be non-existent if the director proves that they have shown the diligence of a wise paterfamilias throughout the administration of company affairs. Certainly, the said liability shall be non-existent when it stems from actions or omissions based on legitimate decisions of the General Meeting. All members of the Board of Directors are under the obligation of maintaining the corporate secrecy.

ARTICLE 13

The Board of Directors convenes at the Company’s registered office whenever required by Law, the Articles of Association or the needs of the Company.

The Board of Directors may convene by teleconference in accordance with the provisions of article 20, paragraph 3a of Codified Law 2190/1920.

The Board of Directors may validly convene in places other that the Company’s registered office, whether in Greece or abroad, provided that in the said meeting are attending in person or by proxy all its members and that none of them objects to its taking place or to the taking of decisions.

ARTICLE 14

All issues pertaining to the convocation, quorum, majority and decision-making of the Board of Directors are governed by Codified Law 2190/1920, as applicable from time to time.

ARTICLE 15

1. Minutes of the deliberations and decisions of the Board of Directors are kept in Greek and any other languages, in conformity with the decision of the Board of Directors.

2. The Minutes of the Board Meetings are signed by the Chair or Secretary or any other Member of the Board of Directors. The aforementioned persons shall issue copies and abstracts of the said minutes and no other confirmation shall be required.

3. The drafting and signing of minutes by all the members of the Board of Directors or by their proxies is tantamount to a Board of Directors decision, even if no prior meeting was held (signature “by rotation”).

4. The Board of Directors may, by virtue of a special decision, authorise a non-member to issue copies and abstracts of the Board Meeting minutes.

ARTICLE 16

1. The Board of Directors shall be competent to decide upon all issues pertaining to the representation, administration, and management of the Company and the fulfilment of its corporate purpose in general.

2. Upon the exercise of its duties, the Board of Directors shall have extensive powers, limited only by the actions or decisions that come within the competence of the General Meeting. The competencies of the Board of Directors include, but are not limited to, the powers to: convene the Shareholders’ General Meetings, whether ordinary or extraordinary; set the agenda; close the accounts and draw up the annual balance sheet and other financial statements in accordance with the provisions of articles 42a, 42b, 42c, 42d, 43, 43a, 43b, 111 and 111 of Law 2190/1920, as amended and in force; submit the aforementioned statements to the ordinary General meeting for approval; propose the necessary amortizations of establishment costs, the required deductions for building up ordinary reserves, the dividends to be distributed, the newspapers in which to make all publications; define the installations and operations of the Company; fix the general expenditure; engage and dismiss personnel; keep minutes of the meetings; conclude contracts etc.; provide for the completing of the publication formalities provided in articles 7a and 7b of Codified Law 2190/1920, as in force. That said, the competencies of the Board of Directors are subject to articles 10 and 23 of Codified Law 2190/1920, as in force.

3. The Board of Directors may assign the exercise of all its powers or part of them to the Chair or Vice Chair, or any other Board member, or Company employee, or any third person. This authorisation may be granted for an indefinite or specific period, or for specific actions.