Invitation to the Extraordinary General Meeting of the Shareholders
LAMDA DEVELOPMENT HOLDING AND REAL ESTATE DEVELOPMENT SOCIETE ANONYME
Co Reg no. 3039/06/Β/86/28
G.E.M.I (General Electronic Commercial Registry) no. 3379701000
INVITATION
TO THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS
According to the Codified Law 2190/1920 «Regarding Societes Anonymes», as currently in force, and article 16 of the Articles of Incorporation, the Board of Directors of the Societe Anonyme under the trade name LAMDA Development Holding and Real Estate Development Societe Anonyme (hereinafter the Company) invites the Shareholders of the Company to the Extraordinary General Meeting on Tuesday, April 29, 2014, at 12:00 hours, at Hilton Hotel, Room Galaxy, 46 Vasilissis Sofias Avenue, in order to discuss and resolve upon the following item of the Agenda:
SOLE ITEM
Increase of the share capital of the Company by payment in cash and by the issuance of new, common, registered, voting shares with preemptive rights to the existing shareholders in order to raise funds up to the amount of one hundred and fifty million euro (150,000,000.00). Amendment of article 5 of the Articles of Association of the Company. Granting of authorizations.
Right to participate and vote in the General Meeting
The right to participate and vote at the Extraordinary General Meeting of April 29th, 2014 has any person appearing as a shareholder of common, registered shares of the Company in the Registry of the Dematerialized Securities System (DSS) managed by managed by Hellenic Central Securities Depository (HCSD) on 24 April 2014 (Record Date), i.e. at the start of the fifth (5th) date before the date of the General Meeting.
Proof of shareholders capacity is verified electronically by HCSD through the Companys online connection to the DSS. Therefore, in order to participate and vote at the General Meeting, the shareholder is not required to submit any written confirmation from HCSD. It shall be deemed that, towards the Company, only those who have the shareholders capacity on the said Record Date shall have the right to participate and vote at the General Meeting. The exercise of these rights does not require the blocking of the shares or any other process which restricts the shareholders ability to sell and/or transfer shares during the period between the Record Date and the General Meeting. Each common registered share is entitled to one vote.
Procedure for participating and voting by Proxy
Shareholders may participate in the Extraordinary General Meeting and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies and legal entities/shareholders may appoint up to three (3) natural persons as proxies. In cases where a shareholder owns shares of the Company that are held in more than one Investor Securities Account, the above limitation does not prevent the shareholder from appointing separate proxies for the shares appearing in each Account. A proxy holding proxies from several shareholders may cast votes differently for each shareholder.
The Board of Directors, by implementing the relevant provision of article 19 of the Companys Articles of Association, concludes that the technical requirements, necessary to ensure the secure transmission of the General Meeting by electronic means or the exercise of the voting rights at the General Meeting by the shareholders from a remote location, do not exist. In relation to the capability to appoint and revoke a proxy by electronic means, it is noted that it is not provided by the Companys Articles of Association.
The proxy form will be available to the shareholders (a) in printed form at the Companys Offices (37A, Kifissias Av. Maroussi 151 23, tel.: 210 7450600, fax: 210 7450645) or to the Shareholders and Investors Information Services Division of the Bank Eurobank Ergasias S.A. (Iolkou 8 & Filikis Etairias Str., N. Ionia, 142 34, tel.: 210 3523300, fax: 210 3523600), and (b) in electronic form on the website of the Company (www.lamda-development.net).
The said form, filled in and signed by the shareholder, must be filed with the Company at the abovementioned -under (a)-locations, the at least three (3) days before the date of the Extraordinary General Meeting.
Before the commencement of the General Meeting, the proxy must disclose to the Company any particular facts that may be of relevance for the shareholders in assessing the risk that the proxy may pursue interests other than those of the shareholder.
A conflict of interest may arise in particular when the proxy is:
a) a controlling shareholder of the Company or another legal or any other kind of entity controlled by such shareholder;
b) a member of the Board of Directors or of the general management of the Company or of a controlling the Company shareholder or of another legal or any other kind of entity, that is controlled by a shareholder that controls the Company;
c) an employee or an auditor of the Company, or of a controlling the Company shareholder or of another legal or any other kind of entity, that is controlled by a shareholder that controls the Company;
d) the spouse or a close relative (1st degree) of any natural person referred to in (a) to (c) hereinabove.
Minority shareholders rights
1. Shareholders representing 1/20 of the paid-up share capital of the Company may request:
a) to include additional items in the Agenda of the General Meeting, provided that the request is communicated to the Board of Directors at least fifteen (15) days before the General Meeting accompanied by a justification or a draft resolution to be approved by the General Meeting.
b) to make available to shareholders the latest six (6) days before the General Meeting, any draft resolutions on the items included in the initial or revised agenda, provided that the request is communicated to the Board of Directors at least seven (7) days before the General Meeting.
2. Any shareholder may request, provided that the said request is filed with the Company at least five (5) days before the General Meeting, the providing from the Board of Directors to the General Meeting of certain information regarding the affairs of the Company, insofar as such information is relevant to a proper assessment of the items on the agenda. Within the same deadline the right provided in sentence d) of par. 4 of article 39 may be exercised, provided that the respective request is filed with the Company by shareholders representing 1/20 of the paid-up share capital of the Company.
3. Shareholders representing 1/5 of the paid-up capital of the Company may request, provided that the said request is filed with the Company at least five (5) days before the General Meeting the providing from the Board of Directors to the General Meeting of information on the course of the business affairs and financial status of the Company.
Detailed information regarding the aforementioned minority shareholders rights and the specific conditions to exercise these rights, are available on the website of the Company (www.lamda-development.net).
Available Documents and information
The full text of the documents to be submitted to the General Meeting and of the draft resolutions on the items of the agenda is available in hardcopy form at LAMDA DEVELOPMENTs head offices (37A, Kifissias Av. Maroussi 151 23, tel.: 210 7450600, fax: 210 7450645) or to the Shareholders and Investors Information Services Division of the Bank Eurobank Ergasias S.A. (Iolkou 8 & Filikis Etairias Str., N. Ionia, 142 34, tel.: 210 3523300, fax: 210 3523600), where shareholders can obtain copies. All the above documents as well as this Invitation to the General Meeting, the total number of existing today shares and voting rights and the documents for voting through a proxy are available in electronic form on the website of the Company (www.lamda-development.net).
Maroussi, 31 March 2014
The Board of Directors
