General Meeting Resolutions
LAMDA Development S.A. announces that today, the 24th of May 2007 the Annual General Meeting of the Shareholders was held at the Athens Hilton Hotel. At the General Meeting were present 32 shareholders representing 30.153.744 shares that is 68,485% of the 44.029.950 total common registered shares. The General Meeting reached the following decisions:
1. The Companys Financial Statements for the fiscal year starting on January 1st, 2006 and ending December 31st, 2006, the Board of Directors Report, the Report in accordance to article 11a of Law 3371/2005 and the Auditors Report, were approved by 30.153.744 votes, i.e. majority 100,00% of votes represented at the Meeting .
The dividend payment for the fiscal year 2006 was approved, that amounts to euro 0.23 per share.
Shareholders of the Company, possessing shares at the end of the trading session of the Athens Exchange on Tuesday 29 May, are entitled to receive the dividend. From Wednesday 30 May 2007, ex date for the right, company shares will be trading in the Athens Exchange without the dividend right.
Payment of the dividend will commence on Thursday the 7th of June 2007, by EFG Eurobank Ergasias, as follows:
1. Through the DSS operators, in accordance to articles 329 of the Athens Exchange Rulebook and 39 of the CSD Rulebook.
2. Through the branch network of EFG Eurobank Ergasias, for those shareholders that have requested an exception from their operator to the DSS or have their shares in the special account of their investors shares securities account kept with DSS, or for those shares kept in accounts of not appeared shareholders.
3. The shareholders who, for various reasons, were not able to receive dividend through their operators will be able to receive the dividend from 14 June 2007, through the branch network of EFG Eurobank Ergasias.
In cases 2 & 3 mentioned above, it will be possible until 31.12.2012 to receive the dividend by providing the DSS account information and their ID. The dividend can be collected by a third person, provided that he/she has been so authorized in writing by the beneficiary shareholder and the authenticity of the signature of the shareholder has been certified by any competent authority.
Dividends not collected within five years are cancelled in favor of the Greek State.
In addition, a total fee of 450.000 euros was approved, already accounted for in the financial results of the fiscal year 2006 and it will be distributed to the members of the managerial team.
2. Member of the Board of Directors and the Auditors were released from all liability for compensation for the fiscal year starting on January 1st, 2006 and ending December 31st, 2006 by 30.153.744 votes, i.e. majority 100,00% of votes represented at the Meeting .
3. Appointed to carry out the audit for the fiscal year starting January 1st, 2007 and ending December 31st, 2007 30.153.744 votes, i.e. majority 100,00% of votes represented at the Meeting, were as regular auditor Mr. Michalatos Konstantinos (license SOEL 17701) and Mr. Riris Kyriakos (license SOEL 1211) as substitute, of the audit Company PRICEWATERHOUSECOOPERS S.A.. Their remuneration for 2007, was approved at a total amount of euro 91.000,00.
4. A new Board of Directors was elected to serve for five years, by 30.152.284 votes, i.e. majority 99,995% of votes represented at the Meeting, compromise of the existing eight members Messrs. Apostolo Tamvakakis, Evangelo Chronis, George Papageorgiou, Emmanuel Leonard Bussetil, Peter Kalantzis, Dimitrio Papalexopoulo, Fotio Antonato, Spiridona Theodoropoulo, and the two new members Messrs. George Gerardo and Achillea Konstantakopoulo. Independent non executive members appointed by the Meeting, were Messrs Dimitrios Papalexopoulos, Spiridon Theodoropoulos, George Gerardos, and Achilleas Konstantakopoulos.
5. The remuneration of the Board of Directors (articles 23a and 24 of C.L. 2190/1920) was approved by 30.152.284 votes, i.e. majority 99,995% of votes represented at the Meeting, as follows:
Fiscal year 2006
- Remuneration of Executive Board Members, total amount of euro 379.406,26
Fiscal year 2007
- Remuneration of Executive Board Members, total amount of up to euro 395.000,00
- Annual remuneration of each Board Member, amount of euro 7.000,00
- Annual remuneration of each member of the Audit Committee, amount of euro 1.000,00
- Annual remuneration of each member of the Compensation Committee, amount of euro 1.000,00
- Annual remuneration of each member of the Succession Planning & Corporate Governance Committee, amount of euro 1.000,00
6. The acquisition by the Company of own shares, in accordance with article 16 par.5 and following of C.L. 2190/1920, was approved by 30.153.744 votes, i.e. majority 100,00% of votes represented at the Meeting. Specifically, the Company is entitled to purchase within period of 12 months, of up to 10% of the total shares, at a minimum purchase price of euro 2 and a maximum purchase price of euro 18 per share. To compute the 10% ratio of the total outstanding shares, the already purchased shares that the Company holds have been taken into account. Moreover, the Company is willing to conform to article 5 of the Committee Regulation 2273/2003, in relation to the price and the volume of the purchases, thus to article 6 par.1 of the same Regulation.
