Invitation to Extraordinary General Meeting of Shareholders
“LAMDA DEVELOPMENT HOLDING
AND REAL ESTATE DEVELOPMENT SOCIETE ANONYME”
General Commercial Registry (GEMI) No 3379701000
INVITATION
to EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Pursuant to Law 4548/ 2018 «Reform of the law of 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 «LAMDA Development – Holding and Real Estate Development Société Anonyme» (the “Company”), hereby convenes the Shareholders of the Company to an Extraordinary General Meeting on Thursday, 10th of October 2019, at 12.00 noon, in Athens, King George Hotel, at 3 Vassileos Georgiou Ave., Syntagma Square, in order to deliberate, discuss and decide upon the following items on the agenda:
ITEMS ON THE AGENDA
Increase of the share capital of the Company in cash through the issuance of new, common, registered, voting shares and with pre-emption rights for existing shareholders. Amendment to article 5 of the Company’s Articles of Association. Granting of Authorisations.
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, an Adjourned Extraordinary General Meeting shall convene on Wednesday, 16st October 2019, at 12.00 noon, at the Company’s registered office in Maroussi, 37Α Kifissias Avenue (Golden Hall).
Right of attendance and voting in the General Meeting
Entitled to vote in the General Meeting 10th of October 2019 is any Shareholder that as at 5th of October 2019 (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 Directors notes 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 provided for by the Company’s Articles of Association, by filling and sending the proxy form referred to in the following paragraph.
Proxy forms shall be available for the shareholders a) in printed form, at the premises of LAMDA DEVELOPMENT S.A., (37Α 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, tel.: +30210 3522400 • fax: 210 3522681) and b) in electronic format on the Company’s website (www.lamdadev.com).
The aforementioned form must be filled, signed and submitted to the Company either at the address cited above under a) or at the e-mail address [email protected] at the latest within forty eight (48) hours 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) a 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 as stipulated in paragraph 3 of article 123 of Law 4548/ 2018.
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. 6(c) of article 141, 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-tenth (1/10) 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], provided that the latter holds 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 141, par. 6 of Law 45448/2018, 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 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 or render the Company unable to perform its material obligations relating to the acquisition by the Minority Shareholder of the 12.83% of the share capital of the Company on 21.12.2017; and (b) material details of any formal third party written offer or approach (formally coming to the attention of the Board of Directors) which might reasonably be expected to lead to any sale or disposal or a series of sales or disposals by Consolidated Lamda Holdings S.A. (or/and by persons affiliated to such shareholder) of securities (including shares, preferred shares, any convertible equity securities as well as rights to acquire or convert into shares and/or shareholder loans) that exceed in aggregate 5% of the securities issued from time to time by the Company or by any holding company, in which the share capital structure of the Company is replicated in all material respects, to any third party that is not an affiliate entity with such shareholder (or does not constitute a shareholder, partner, representative or agent of such affiliated entity established in any jurisdiction directly or indirectly with the purpose to hold such shares for it) such sale or series of sales being completed through transfer of legal ownership against consideration during any twelve (12) month period starting on 03.07.2014 or any successive twelve month period, unless in the case of a bona fide sale on an arm’s length basis by a Company securities holder where such holder holds those securities solely as collateral for any loan, credit, claim or liability properly granted on an arm’s length basis .”
Available Documents and Information
The full text of the documents to be submitted to the General Meeting and the draft decisions on each item on the agenda are available in hardcopy at the headquarters of the company LAMDA DEVELOPMENT S.A., (37Α Kifissias Av., Marousi 151 23, tel.: +30210 7450600 • fax: 210 7450645) or the Investor Information Services Division of Eurobank Ergasias S.A (Iolkou 8 & Filikis Etairias, 14234 Nea Ionia, tel.: +30210 3522400 • fax: 210 3522681) whereby the shareholders may obtain copies. All of the aforementioned documents, including this Notice, as well as the total current number of shares and voting rights, are available in electronic format on the Company’s website (www.lamdadev.com).
Maroussi, September 18, 2019
The Board of Directors
[2] As defined in article 10(11) of the Articles of Association.
