LAMDA DEVELOPMENT S.A.

INVITATION TO THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS

INVITATION

TO THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS

According to the Codified Law 2190/1920 «Regarding Sociétés Anonymes», as currently in force, and article 16 of the Articles of Association, the Board of Directors of the Société Anonyme under the trade name “LAMDA Development – Holding and Real Estate Development Societe Anonyme” invites the Shareholders of the Company to the Extraordinary General Meeting, on Monday 31st Ocober 2011, at 11:00 a.m., at the Company's head offices in Marousi, 37A Kifissias Avenue (office building A', Golden Hall) in order to discuss and resolve upon the following items of the Agenda:

AGENDA:

  1. Amendment of articles 16 and 20 of the Company's Articles of Association so that the Board of Directors will be granted the authorization to issue bond loans according to L. 3156/2003.
  2. Amendment of article 20 of the Company's Articles of Association so that the General Assembly may be conducted through electronic means and the shareholders have the ability to participate remotely in the voting proceedings of the General Assembly.
  3. Recitation of articles 18 to 28 of the Company's Articles of Association for the irrevocable deletion of the already removed articles from the previous and the current amendment.
  4. Other items and announcements.

Should the quorum required by law and the Articles of Association not be achieved and the decision making over the agenda items not be reached, the 1st Repeat General Meeting of the Shareholders of the Company will convene on Monday 14th, November 2011 and will take place at the Company's head offices, in Marousi, 37A Kifissias Avenue (office building A', Golden Hall), without the publication of further invitation.

In accordance with article 26 par. 2b, 27 and 28a of C.L. 2190/1920, the Company informs its shareholders of the following

RIGHT TO PARTICIPATE AND VOTE IN THE EXTRAORDINARY GENERAL MEETING

The right to participate and to vote in the General Meeting of 31st October 2011 has any person appearing as a shareholder of ordinary shares of the Company in the registry of the Dematerialized Securities System (“DSS”) managed by Hellenic Exchanges S.A. (“HELEX”), on the 26th October, 2011, (“Record Date”), i.e. at the start of the fifth (5th) day before the date of the General Meeting. At the 1st Repeat General Meeting of the 14th November 2011 may attend shareholders under the above mentioned terms and conditions. The shareholder capacity must exist at the start of November 10th, 2011 for the 1st Repeat General Meeting, i.e. four (4) days before the day of the 1st Repeat Extraordinary General Meeting (“Record Date of the Repeat General Meeting”).

Proof of shareholder's capacity is verified electronically by HELEX through the Company's online connection to the DSS. In order to participate and vote at the General Meeting, the shareholder is not required to submit any written confirmation from HELEX.

Only those who have shareholder's capacity on the said Record Date shall have the right to participate and vote to the General Meeting. The exercise of this right does not require the blocking of 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 share is entitled to one vote.

PROCEDURE FOR VOTING BY PROXY

Shareholders may participate in the 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 Company's Articles of Association do not provide for participation in the General Meeting by electronic means, without the shareholder being physically present at the Meeting, nor for voting by distance through electronic means or correspondence. Similarly, the Articles of Association do not provide for the appointment and revocation of a proxy by electronic means.

The proxy form will be available to the shareholders (a) in printed form at the Company's Offices (37A, Kifissias Av. Maroussi 151 23, tel.: 210 7450600, fax: 210 7450645) or to the Investors Information Services Division of the Bank EFG Eurobank Ergasias S.A. (Iolkou 8 & Filikis Etairias, 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, at least by Thursday, October 27th, 2011 three (3) days before the date of the 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 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:

a) is a controlling shareholder of the Company or is another controlled entity by such shareholder;

b) is a member of the Board of Directors or of the Management of the Company or of a controlling shareholder or an controlled entity by such shareholder;

c) is an employee or an auditor of the Company, or of a controlling shareholder or an controlled entity by such shareholder;

d) is 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 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 at least seven (7) days before the General Meeting

  1. Any shareholder may request, provided that the said request is filed with the Company at least five (5) days before the General Meeting to provide the General Meeting with the information regarding the affairs of the Company, insofar as such information is relevant to a proper assessment of the items on the agenda.
  2. 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 to provide the General Meeting with information on the course of the business affairs and financial status of the Company.

Detailed information regarding 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 the draft resolutions on the items of the agenda is available in hardcopy form at LAMDA DEVELOPMENT's head offices (37A, Kifissias Av., Marousi 151 23, tel.: 210 7450600, fax: 210 7450645) or to the Investors Information Services Division of the Bank EFG Eurobank Ergasias S.A. (Iolkou 8 & Filikis Etairias, N. Ionia, 142 34, tel.: 210 3523300, fax: 210 3523600), where shareholders can obtain copies. All the above documents as well as the invitation to the General Meeting, the number of existing shares and voting rights (in total and per class of shares) and the proxy and voting forms are available in electronic form on the website of the Company (www.lamda-development.net).