Resolutions of the Extraordinary General Meeting

GENERAL MEETINGS
-

The company under the trade name “LAMDA Development – Holding and Real Estate Development Societe Anonyme” (the “Company”) makes the following announcement:

At the Extraordinary General Meeting of shareholders of the Company, which held a meeting on 29 April 2014, in Athens, at the Hilton hotel, at the “Galaxy” hall, 23 shareholders legally attended the meeting, who represent 31.257.872 common nominal shares of the Company over the aggregate amount of 44.412.347 shares and a quorum of 70.38% of the paid-up share capital was reached. The General Meeting resolved on the sole item of the agenda, as set out in the invitation of the Board of Directors dated 31.3.2014, as follows:


(Α) the increase of the share capital of the Company with a view to raising funds up to one hundred and fifty million Euro (€150,000,000.00) by payment in cash and through the issuance of up to 500.000.000 new common, registered, voting shares with a nominal value €0.30 each (the “New Shares”), and with preemptive rights of the existing shareholders in accordance with the relevant provisions of c.l. 2190/1920 and the Company’s Articles of Association. The final number of the New Shares will be equal to the quotient of the division of the total amount of the share capital increase with the subscription price. The amount of the nominal share capital increase of the Company will be equal to the product of the number of the New Shares (as this is calculated in accordance with the aforementioned) multiplied by the nominal value of each New Share. The number of the New Shares and the amount of the nominal share capital increase of the Company shall be determined by the Board of Directors, on the basis of the above mathematical calculations, in the context of the determination of the subscription price by the latter in accordance with the below mentioned under (B).

(Β) The granting of authorization to the Board of Directors in accordance with article 13 par. 6 of c.l. 2190/1920 in order to determine the subscription price of the New Shares, within a deadline not exceeding one (1) year. Furthermore, the subscription price of the New Shares can be higher than the market price of the Company’s shares at the ex-rights date of the pre-emption rights. The difference between the nominal value of the New Shares and the subscription price will be credited on the “share premium account”. In addition, the Board of Directors is authorized to adapt article 5 of the Company’s Articles of Association by virtue of its decision regarding the certification of payment of the share capital increase, in order to determine the final number of the New Shares and the nominal amount of the new share capital arising from the completion of the share capital increase procedure.

(C) The time limit for the payment of the share capital increase shall last four (4) months from the date of the determination of the subscription price by the Board of Directors and such time limit may be further extended by one (1) month, in accordance with article 11 par. 4 of c.l. 2190/1920.

(D) Upon lapse of the above time limit for the overall payment of the share capital increase, in the event that the share capital increase is not fully subscribed for, the share capital shall be increased up to the amount of the subscription, in accordance with article 13a of c.l. 2190/1920.

(Ε) As per the disposal of the New Shares, preemptive rights shall have:

(i) all the shareholders of the Company, who are registered in the Dematerialized Securities System (the “DSS”) managed by Hellenic Central Securities Depository S.A. (the “ELKAT”) two (2) business days after the ex-rights date of the preemptive rights (in accordance with article 5.2 of the ATHEX Rulebook), and provided that they retain these rights at the time of their exercise and

(ii) any person who obtains preemptive rights during the trading phase of these rights on the Athens Stock Exchange (the “ATHEX”).

The aforementioned persons under (i) and (ii) may exercise the preemptive right over the New Shares at a ratio to be determined by the Board of Directors by virtue of its decision regarding the determination of the subscription price and the final number of the New Shares as well as of the amount of the nominal share capital increase as provided above under (A) and (B). The preemptive right is transferable and shall be traded on ATHEX up to four (4) business days before the expiry of the exercise period.

In addition, the preemptive rights corresponding to 3,497,599 own shares currently held by the Company will not be added to the preemptive rights of the other shareholders, but will be transferred in whole to third parties not acting on behalf of the Company during the trading period of the preemptive rights on the ATHEX, as per the provisions of article 16 paragraph 8 (c) of c.l. 2190/1920.

The period for the exercise of the preemptive rights will last fifteen (15) calendar days. The commencement and the ending of the period for the exercise of the preemptive rights, as well as the ex rights date of the preemptive rights, will be determined by the Board of Directors of the Company within the time limit prescribed by the law. The preemptive rights that will not be exercised until the ending of the aforementioned time limit will lapse and cease to exist.

The holders of preemptive rights will exercise their rights at the branches of National Bank of Greece S.A. and Eurobank Ergasias S.A. either in person or through the authorized operator of their securities account, by presenting their identity card, their tax identification number, the relevant certificate of ELKAT regarding the blocking of their rights and by the payment of the consideration of the new shares, for which they have the right to subscribe, in cash to a specific bank account which will be opened for the share capital increase. For the issuance of the certificate of ELKAT, the shareholders should address to: (a) the operator of their securities account (an investment services company or a depositary), if the shares are not credited to a special DSS account or (b) ELKAT, if the shares are credited to a special DSS account. It is noted that the beneficiaries-shareholders should declare at the time of the exercise of their rights: (a) the number of their Investor Share in the DSS, (b) the number of their DSS securities account and (c) the authorized operator of their securities account.

(F) No fractions of the New Shares will be issued and the New Shares that will occur from the above proposed increase shall be entitled to dividend from the profits of the current fiscal year (01.01.2014-31.12.2014) and onwards, in accordance with the applicable legislation and the Company’s Articles of Association, provided that the Ordinary General Meeting of Shareholders of the Company approves the distribution of dividends for the relevant fiscal year and the New Shares have been credited to the DSS accounts of the beneficiaries at the ex-dividend date.

(G) In the event that there are unsubscribed shares following the exercise or the lapse of the preemptive rights, a pre-subscription right for the acquisition of such unsubscribed shares at the subscription price will offered solely to the persons mentioned above under (E) and provided that such persons have fully exercised their preemptive rights and the Board of Directors is authorized to determine by virtue of its decision:

(i) all the technical and procedural terms of the right of pre-subscription as well as the way and the deadline for its exercise, including any determination of a higher number of shares, which those exercising the right of pre-subscription will be entitled to acquire,

(ii) the process for the return of reserved amounts in the event of partial or non-satisfaction of exercised pre-subscription rights.

(iii) any other detail regarding the preemptive and pre-subscription rights.

(H) Upon completion of the above, the Board of Directors of the Company will hold a meeting in order to ascertain the number of shares that remain unsubscribed, following the exercise or the lapse of the above preemptive and pre-subscription rights from the persons of paragraph (E) above. In the event that there are unsubscribed shares, the Board of Directors is authorized to dispose them at its discretion to appropriate domestic and international investors who will have participated in the book building process, which will be coordinated by National Bank of Greece S.A. and Eurobank Ergasias SA. The subscription price of such shares will be determined in accordance with the aforementioned procedure and will not be less than the subscription price.

(I) The Board of Directors is authorized to take all necessary actions for the implementation of the aforementioned decision of the Extraordinary General Meeting; to further specify the terms of the share capital increase, ensuring the undertaking of any appropriate measure for its successful completion, including the arrangement of any matter with regard to the drawing up of the relevant Prospectus, the granting of licenses and approvals from the Hellenic Capital Market Commission (the “HCMC”) and ATHEX, the admission to trading and the commencement of trading of the New Shares on ATHEX, as well as any other relevant matter by nominating for that reason one or more members and / or executives of the Company.

(J) The New Shares will be offered in Greece through a public offering within the meaning of Law 3401/2005. For this purpose, the Company has already commenced to draw up and intends to submit a prospectus to the HCMC, in accordance with Greek Law 3401/2005. For this reason, (a) Mr. Odysseus Athanasiou, (b) Mr. Alexander Kokkidis and (c) Mr. Vasileios Baloumis are nominated as persons responsible for the drawing up of the Prospectus, as well as for the communication with the HCMC. It is noted that the Board of Directors of the Company shall approve the final draft of the Prospectus in a separate meeting. Furthermore, Mr. Odysseus Athanasiou, Mr. Alexander Kokkidis, Mr. Vasileios Baloumis and Mr. Ioannis Giannakopoulos, acting jointly and/or separately, are authorised to take all necessary actions for the implementation of the above decision regarding the share capital increase of the Company.

(Κ) Finally, article 5 of the Articles of Association of the Company regarding the share capital is amended in accordance with the aforementioned.

IN FAVOUR

31.192.559 shares

99,79%

AGAINST

65.313shares

0,21%

ABSTENTION

0 shares

0,00%