Draft for the amendment of Articles of Association
Draft for the amendment of Articles of Association
In compliance with Article 19 paragraph 2 of Law 3556/2007, LAMDA Development Holding and Real Estate Development Societe Anonyme announces its intention to amend as follows Article 5 of Articles of Association by resolution of the Extraordinary General Meeting of shareholders, which will be held on Tuesday April 29, 2014, at 12.00pm at Hilton Hotel, located in Athens, 46 Vassilisis Sofias Avenue:
Share Capital - Shares Shareholders
ARTICLE 5
1. The Companys 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.
2. By decision of the Extraordinary General Meeting on 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 nominal 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 (FEK) on Societes Anonymes and Limited Companies No 3630/7.12.1979.
3. By decision of the Extraordinary General Meeting on 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 nominal 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 No 3587/25.11.1985.
4. By decision of the Annual General Meeting on 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 nominal 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 No 2969/26.9.1986.
5. By decision of the Annual 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 nominal 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 No 4837/18.12.1991. By the same Annual General Meeting decision of 30 June 1990, the initial 20,000 registered shares of 1,000 drachmas nominal value each, were converted into bearer shares of the same nominal value.
6. 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 nominal 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 No 5693/29.12.1992.
7. The Annual General Meeting dated 30 June 1994, unanimously decided in favor 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 No 5056/30.8.1994.
8. 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 forty-one million, five hundred thousand (41,500,000) drachmas through the issuance of four hundred fifteen thousand (415,000) new ordinary bearer shares with a nominal value of one hundred (100) drachmas each and an issue price of one thousand four hundred (1,400) drachmas per share. Moreover, by decision of the Extraordinary General Meeting of 17 July 1995, the share capital increase was covered by private and public subscription. The aforementioned decision was published in the Greek Government Gazette Issue (FEK) on Societes Anonymes and Limited Companies No 5526/26.9.1995.
9. By decision of the General Shareholders Meeting on 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 No 1792/6.5.1996.
10. The Extraordinary Shareholders General Meeting of 18 November 1999, decided to increase the Companys share capital by 363,500,000 drachmas through the issuance of 3,635,000 new ordinary registered shares with a nominal value of 100 drachmas each, covered on the following basis:
a. By 120,750,000 drachmas through the capitalization 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 (FEK) on Societes Anonymes and Limited Companies No 9523/30.11.1999.
11. The Extraordinary Shareholders General Meeting of 20 January 2000, decided unanimously in favor of (a) the revoking of the share capital increase voted by the aforementioned Extraordinary Shareholders General Meeting of 18 November 1999 and (b) the Companys 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 nominal value of 100 drachmas each, covered on the following basis:
a. By four hundred eighty-three million (483,000,000) drachmas through the capitalization 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 (FEK) on Societes Anonymes and Limited Companies No1066/15.2.2000.
12. The General Shareholders Meeting of 14 June 2001, decided in favor of:
a. A share capital increase of 32,254,156 drachmas through the capitalization of the share premium account reserves by increase of the nominal value from 100 drachmas per share to 102.225 per share; and
b. The conversion of the share capital and the nominal value per share into Euros.
After the foregoing, the Companys 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) common registered shares with a nominal 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 No 6376/23.7.2001.
13. By resolution of the Annual General Meeting on 7 June 2002, it was decided to increase the Companys share capital by 8,697,750 Euros through the issuance of 28,992,500 new common registered shares with a nominal 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 Companys share capital amounted to 13,046,625 Euros, fully paid-up and divided into 43,488,750 common 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 No 6897/8.7.2002.
14. By resolution of the Board of Directors dated 22 December 2003, it was decided to increase the Companys share capital by exercise of the stock option with a view to implementing the Stock Option Plan approved by the 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) through the issuance of one hundred four thousand, two hundred (104,200) new common registered voting shares with a nominal 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, by the aforementioned adjustment, the Companys share capital amounted to 13,077,885 Euros, fully paid-up and divided into 43,592,950 common registered shares with a nominal value of 0.30 Euros each.
15. By resolution of the Board of Directors dated 29 December 2004, it was decided to increase the Companys share capital by exercise of the stock option with a view to implementing the Stock Option Plan approved by the 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 common registered voting shares with a nominal 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 Companys share capital amounted to 13,135,755 Euros, fully paid-up and divided into 43,785,850 ordinary registered shares with a nominal value of 0.30 Euros each.
16. By resolution of the Board of Directors dated 30 December 2005, it was decided to increase the Companys share capital by exercise of the stock option with a view to implementing the Stock Option Plan approved by the 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 nominal value of thirty Euro cents (0.30) each, paid in cash at 1 Euro and 80 Euro cents (1.80) per share (issue price applying to the forty thousand, six hundred shares (40,600) of the 2nd Stock Option Plan), and at two (2.00) Euros per share (issue price applied to the two hundred three thousand, five hundred (203,500) shares of the 3rd 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 Companys share capital amounted to 13,208,985 Euros, fully paid-up and divided into 44,029,950 ordinary registered shares with a nominal value of 0.30 Euros each.
17. By resolution of the Board of Directors dated 16 December 2010, it was decided to increase the Companys share capital by exercise of the stock option with a view to implementing the Stock Option Plan approved by the General Meetings of 23 June 2006 and 20 May 2010. Once the share capital increase was covered, the Board of Directors certified a share capital increase of sixty-eight thousand, one hundred fifteen (68,115.00) Euros through the issuance of two hundred twenty-seven thousand, fifty (227,050) new common registered voting shares with a nominal value of 0.30 Euros each, paid in cash at an issue price of two Euros and 50 Euro-cents (2,50) Euros per share, and thus crediting the share premium account with the amount of four hundred ninety-nine thousand five hundred ten (499,510.00) Euros.
18. By resolution of the Board of Directors dated 17 December 2012, it was decided to increase the Companys share capital by exercise of the stock option with a view to implementing the Stock Option Plan approved by the General Meetings of 23 June 2006 and 20 May 2010. Once the share capital increase was covered, the Board of Directors certified a share capital increase of three thousand two hundred ten Euros and ten Euro-cents (3,210.10) Euros through the issuance of ten thousand seven hundred (10,700) new common registered voting shares with a nominal value of 0.30 Euros each, paid in cash at an issue price of two Euros and 50 Euro-cents (2,50) Euros per share, and thus crediting the share premium account with the amount of twenty three thousand and five hundred forty (23,540.00) Euros.
19. By resolution of the Board of Directors dated 17 December 2013, it was decided to increase the Companys share capital by exercise of the stock option with a view to implementing the Stock Option Plan approved by the General Meetings of 23 June 2006 and 20 May 2010. Once the share capital increase was covered, the Board of Directors certified a share capital increase of forty three thousand and three hundred ninety four Euros and ten Euro-cents (43,394.10) Euros through the issuance of one hundred forty four thousand and six hundred forty seven (144,647) new common registered voting shares with a nominal value of 0.30 Euros each, paid in cash at an issue price of two Euros and 50 Euro-cents (2.50) Euros per share for eighty eight thousand and nine hundred fifty (88,950) shares, four Euros and fifty Euro-cents (4.50) for forty three thousand and one (43,001) shares and two Euros and thirty Euro-cents (2.30) for twelve thousand and six hundred ninety six (12,696) shares and thus crediting the share premium account with the amount of four hundred and one thousand, six hundred eighty six Euros and twenty Euro-cents (401,686.20) Euros.
20. Pursuant to the decision of the Extraordinary General Meeting of Shareholders dated 29 April 2014 it was decided that the companys share capital is increased by [?] euro by the issuance of [?] new common registered shares of nominal value of 0.30 each, by payment in cash at an offer price of [?] euro per share and by crediting the premium account with the amount of [?] euro.
Following from the above the companys share capital amounts to [?] euro, fully paid up and is divided into [?] common registered shares of nominal value of 0.30 euro each, as stipulated in the Articles of Association which were published at the Governments Gazette S.As and Ltds bulletin Issue No. [?].
