LAMDA DEVELOPMENT S.A.
INVITATION TO THE ANNUAL 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 invites the Shareholders of the Company to the Annual General Meeting on Thursday, May 19th, 2011, at 12:00 hours, in Athens at the hotel Hilton (46 Vassilissis Sofias Ave.), in order to discuss and resolve upon the following items of the Agenda:
AGENDA:
1.Approval of the annual Financial Statements for the fiscal year starting on January 1st, 2010 and ending December 31st, 2010, along with the Board of Directors Report and the Auditors Report.
2.Release of the Members of the Board of Directors and of the Auditors from any responsibility for the fiscal year starting on January 1st, 2010 and ending December 31st, 2010.
3.Election of Auditors for the fiscal year starting on January 1st, 2011 and ending December 31st, 2011 and determination of their remuneration.
4.Approval of contracts and remunerations of Members of the Board of Directors according to articles 23a and 24 of Codified Law 2190/1920.
5.Election of the new Board of Directors
6.Purchase of own shares in accordance with Article 16 of Law 2190 / 1920
7.Other items and announcements.
RIGHT TO PARTICIPATE AND VOTE IN THE EXTRAORDINARY GENERAL MEETING
The right to participate in the Annual General Meeting of May 19th, 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 May 14th, 2011, (Record Date), i.e. at the start of the fifth (5th) day before the date of the Annual 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 at 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 Annual 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, the at least on May 16th, 2011 three (3) days before the date of the Annual 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
2.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 from the Board of Directors to 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.
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 to provide from the Board of Directors to 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 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), 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).
AGENDA:
1.Approval of the annual Financial Statements for the fiscal year starting on January 1st, 2010 and ending December 31st, 2010, along with the Board of Directors Report and the Auditors Report.
2.Release of the Members of the Board of Directors and of the Auditors from any responsibility for the fiscal year starting on January 1st, 2010 and ending December 31st, 2010.
3.Election of Auditors for the fiscal year starting on January 1st, 2011 and ending December 31st, 2011 and determination of their remuneration.
4.Approval of contracts and remunerations of Members of the Board of Directors according to articles 23a and 24 of Codified Law 2190/1920.
5.Election of the new Board of Directors
6.Purchase of own shares in accordance with Article 16 of Law 2190 / 1920
7.Other items and announcements.
RIGHT TO PARTICIPATE AND VOTE IN THE EXTRAORDINARY GENERAL MEETING
The right to participate in the Annual General Meeting of May 19th, 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 May 14th, 2011, (Record Date), i.e. at the start of the fifth (5th) day before the date of the Annual 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 at 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 Annual 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, the at least on May 16th, 2011 three (3) days before the date of the Annual 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
2.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 from the Board of Directors to 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.
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 to provide from the Board of Directors to 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 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), 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).