Invitation to the Extraordinary General Meeting of Shareholders
“LAMDADEVELOPMENTHOLDING
AND REAL ESTATE DEVELOPMENT SOCIETE ANONYME”
S.A. Reg. no. (AR.M.A.E.) 3039/06/Β/86/28
General Electronic Commercial Registry (GEMI) No 3379701000
INVITATION
to the EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Pursuant to Codified Law 2190/ 1920 “On Sociétés Anonymes” as modified and in force, and under article 16 of the Company’s Articles of Association, the Board of Directors of the Company “LAMDADevelopment– Holding and Real Estate Development Société Anonyme” (the “Company”), hereby convenes the Shareholders of the Company to the Extraordinary General Meeting on Thursday, 22nd March 2018, at 12.00 noon, at the Company’s head office in Marousi, 37A Kifissias Avenue, in order to deliberate, discuss and decide upon the following item on the agenda:
SOLE ITEM ON THE AGENDA
Election of the new Board of Directors of the Company and Appointment of its Independent Members.
If there is no quorum present in the scheduled (pursuant to the above) Extraordinary General Meeting as required for the decision-making process on the agenda to be valid, a first Adjourned General Meeting shall convene on Monday, 02nd April 2018, at 12.00 noon, and if there is again no quorum present therein, a second Adjourned General Meeting shall convene on Thursday, 12th April 2018, at 12.00 noon, both at the Company’s head office in Maroussi, 37A Kifissias Avenue.
Right of attendance and voting in the General Meeting
Entitled to vote in the Extraordinary General Meeting of 22nd March 2018 is any Shareholder that as at 17th March 2018 (the "Recording Date"), i.e. on the beginning of the fifth (5th) day before the date of the General Meeting, appears as holder of the Company's ordinary registered shares in the accounts of the Dematerialized Securities System (D.S.S.) administered by the Central Securities Depository SA. (the "CSD").
Proof of shareholder's status is evidenced by CSD by electronic means via direct electronic connection of the Company with the DSS files. Therefore, the Shareholders do not have to produce a written certificate from CDS in order for them to vote in the General Meeting. As regards the Company, the right of attendance and vote in the General Meeting is recognized only for the persons with status of Shareholder as at the relevant Recording Date. Exercising the aforesaid rights is not subject to the blocking of the shareholder's shares nor to any other similar procedure which imposes restrictions on the sale and transfer of said shares during the period between the Date of Recording and the General Meeting.
Each ordinary registered share gives one vote.
Attendance and voting by proxy
The Shareholders may attend the General Meeting and vote therein either in person or by proxy. Every Shareholder may appoint up to three (3) proxies and if the shareholder is a legal entity they may appoint up to three (3) natural persons as proxies. In case any shareholder has Company's 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.
Pursuant to the relevant provisions of article 19 of the Company's Articles of Association, the Board of Directorsnotes that the technical requirements, as necessary to secure the holding of a General Meeting by electronic means or the shareholders' distant voting at the General Meeting, are not met. As to appointing and revoking proxies by way of electronic means, such procedure is not provided for by the Company's Articles of Association.
Proxy forms shall be available for the shareholders a) in printed form, at the premises of LAMDA DEVELOPMENT S.A., (37A Kifissias Av., Maroussi 151 23, tel.: +30210 7450600 • fax: +30210 7450645) or at the premises of Investor Information Services Division, Eurobank Ergasias S.A. (Iolkou 8 & Filikis Etairias, 14234 Nea Ionia, τηλ.: 210 3522400, fax: 210 3522681) and b) in electronic form on the Company's website (www.lamdadev.com).
The aforementioned form must be filled, signed and submitted to the Company at the address cited above under a), at least three (3) days prior the date of the General Meeting.
The proxy must notify the Company, before the opening of the General Meeting, of every specific event that may be useful for the shareholders to assess the risk of the proxy serving interests other than those of the shareholder.
A conflict of interests may arise, in particular, when the proxy is:
a) a shareholder exercising control over the Company or any other legal person or entity controlled by such shareholder;
b) member of the Board of Directors or the management, in general, of the Company or of a shareholder exercising control over the Company, or other legal person or entity controlled by such shareholder exercising control over the Company;
c) an employee or certified auditor of the Company or of a shareholder exercising control over the Company, or any other legal person or entity controlled by such shareholder exercising control over the Company;
d) a spouse or a first-degree relative of one of the natural persons mentioned under cases a) to c).
Shareholders' Minority Rights
1. Shareholders representing one-twentieth (1/20) of the Company's paid-up share capital may request:
a) that additional items be entered on the agenda of the General Meeting upon request to be submitted to the B.o.D at least fifteen (15) days prior to the General Meeting, accompanied by justification or a draft decision to be approved by the General Meeting.
b) that draft decisions on the items included on the initial or revised, as the case may be, agenda, be put at the shareholders' disposal 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.
2. Any shareholder may, by application to be submitted to the Company at least five (5) full days prior to the General Meeting, request that the General Meeting be provided with specific information by the Board of Directors, to the extent that said information is useful for them to make a valid assessment of the agenda items. Within the same time-limit, the shareholders may exercise the right provided for in par. 4(d) of article 39, provided that the relevant application is submitted by shareholders representing one-twentieth (1/20) of the Company's paid-up share capital.
3. Shareholders representing one-fifth (1/5) of the Company's paid-up share capital are entitled to ask, by application 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.
4. Pursuant to article 23, par. 2, of the Articles of Association: “Upon request of shareholders that represent at least 10% of the Relevant Equity Shares[2] Entities, provided that the latter hold at that time in aggregate at least 10% of the Relevant Equity Shares, which request is submitted to the Company with the timeframe of Article 39, par. 4 of Codified Law 2190/1920, the Board of Directors is obliged to provide the General Meeting with the following information: (a) non-confidential information regarding any event or development that occurs within the Company or which comes to the attention of the Company and which could reasonably be expected to cause a material change to the Group’s business or the ceasing of operations or operation of any material operating subsidiaries, lead to the de-listing of the shares of the Company and/or conversion of the Company into a private company and/or its ability to perform (other than in a non-material way) its obligations relating to the acquisition by the GSO Entities of the
