LAMDA DEVELOPMENT S.A.
Announcemetn
The Annual General Meeting of the Shareholders, which was held on 19.5.2011, in Athens, at the hotel HILTON, was lawfully attended by 41 shareholders representing 31.473.101 common registered shares of a total of 44.257.000 common registered shares and there was a 71,11% quorum of the paid-up Company Share Capital. The Meeting discussed and took decisions on all items of the agenda, as follows:
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.
The Company's Financial Statements for the fiscal year starting on January 1st, 2010 and ending December 31st, 2010 along with the Board of Directors and the Auditors? Reports were approved.
FOR 31.473.101 shares (100,000%)
AGAINST 0 shares (0,000%)
ABSTAIN 0 shares (0,000%)
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.
Members of the Board of Directors and the Auditors were released from any liability for compensation for the fiscal year starting on January 1st, 2010 and ending December 31st, 2010.
FOR 31.414.491 shares (99,814%)
AGAINST 58.610 shares (0,186%)
ABSTAIN 0 shares (0,000%)
3. Election of Auditors for the fiscal year starting on January 1st, 2011 and ending December 31st, 2011 and determination of their remuneration. Appointed to carry out the audit for the fiscal starting January 1st, 2011 and ending December 31st, 2011 was the Audit Company PRICEWATERHOUSECOOPERS S.A. . Its remuneration for 2011 was approved at a total amount of euro 110.000,00.
FOR 31.362.981 shares (99,650%)
AGAINST 35.774 shares (0,114%)
ABSTAIN 74.346 shares (0,236%)
4. Approval of contracts and remunerations of Members of the Board of Directors according to articles 23a and 24 of Codified Law 2190/1920.
The remuneration of the Board of Directors (articles 23a and 24 of C.L. 2190/1920) was approved as follows:
Fiscal year 2010
- Remuneration of Executive Board Members, for a total amount of euro 633.120,00.
- Remuneration of Board Member for the participation in Meetings, for a total amount of euro 77.000,00
- Remuneration of Board Members for participation in Committees, for a total amount of euro 8.000,00.
Fiscal year 2011
- Remuneration of Executive Board Members, total amount of up to euro 650.000,00
- Remuneration of Board Member for the participation in Meetings, total amount of euro up to 90.000,00
FOR 30.876.602 shares (98,105%)
AGAINST 93,187 shares (0,296%)
ABSTAIN 503.312 shares (1,599%)
5. Election of the new Board of Directors
The resignation of Mr. D. Papalexopoulos, independent non executive member, was announced and a new Board of Directors was elected to serve for five years:
- Dr. Peter Kalantzis
- Evangelos Chronis
- Odysseas Athanasiou
- Fotios Antonatos
- Emmanuel Leonard Bussetil
- George Gerardos
- Theodora Zervou
- Ulysses Kyriacopoulos,
- Achilleas Konstantakopoulos Independent non executive members appointed by the Meeting, were Messrs George Gerardos, Ulysses Kyriacopoulos and Achilleas Konstantakopoulos.
FOR 31.473.101 shares (100,000%)
AGAINST 0 shares (0,000%)
ABSTAIN 0 shares (0,000%)
6.Purchase of own shares in accordance with Article 16 of Law 2190 / 1920 The acquisition by the Company of own shares, in accordance with article 16 of C.L. 2190/1920, was approved. Specifically, the Company is entitled to purchase within period of 24 months, of up to 10% of the total shares, at a minimum purchase price equal to the nominal share value, i.e. euro 0,30 and a maximum purchase price of euro 14 per share. To compute the 10% ratio of the total outstanding shares, the already purchased shares that the Company holds will be taken into account. Moreover, the Company is willing to conform to article 5 of the Committee Regulation 2273/2003, in relation to the price and the volume of the purchases, thus to article 6 par.1 of the same Regulation.
FOR 31.473.101 shares (100,000%)
AGAINST 0 shares (0,000%)
ABSTAIN 0 shares (0,000%) 7.Other items and announcements. Mr. G. Gerardos was appointed a substitute member of the Company's Compensation and Nomination Committee.
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.
The Company's Financial Statements for the fiscal year starting on January 1st, 2010 and ending December 31st, 2010 along with the Board of Directors and the Auditors? Reports were approved.
FOR 31.473.101 shares (100,000%)
AGAINST 0 shares (0,000%)
ABSTAIN 0 shares (0,000%)
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.
Members of the Board of Directors and the Auditors were released from any liability for compensation for the fiscal year starting on January 1st, 2010 and ending December 31st, 2010.
FOR 31.414.491 shares (99,814%)
AGAINST 58.610 shares (0,186%)
ABSTAIN 0 shares (0,000%)
3. Election of Auditors for the fiscal year starting on January 1st, 2011 and ending December 31st, 2011 and determination of their remuneration. Appointed to carry out the audit for the fiscal starting January 1st, 2011 and ending December 31st, 2011 was the Audit Company PRICEWATERHOUSECOOPERS S.A. . Its remuneration for 2011 was approved at a total amount of euro 110.000,00.
FOR 31.362.981 shares (99,650%)
AGAINST 35.774 shares (0,114%)
ABSTAIN 74.346 shares (0,236%)
4. Approval of contracts and remunerations of Members of the Board of Directors according to articles 23a and 24 of Codified Law 2190/1920.
The remuneration of the Board of Directors (articles 23a and 24 of C.L. 2190/1920) was approved as follows:
Fiscal year 2010
- Remuneration of Executive Board Members, for a total amount of euro 633.120,00.
- Remuneration of Board Member for the participation in Meetings, for a total amount of euro 77.000,00
- Remuneration of Board Members for participation in Committees, for a total amount of euro 8.000,00.
Fiscal year 2011
- Remuneration of Executive Board Members, total amount of up to euro 650.000,00
- Remuneration of Board Member for the participation in Meetings, total amount of euro up to 90.000,00
FOR 30.876.602 shares (98,105%)
AGAINST 93,187 shares (0,296%)
ABSTAIN 503.312 shares (1,599%)
5. Election of the new Board of Directors
The resignation of Mr. D. Papalexopoulos, independent non executive member, was announced and a new Board of Directors was elected to serve for five years:
- Dr. Peter Kalantzis
- Evangelos Chronis
- Odysseas Athanasiou
- Fotios Antonatos
- Emmanuel Leonard Bussetil
- George Gerardos
- Theodora Zervou
- Ulysses Kyriacopoulos,
- Achilleas Konstantakopoulos Independent non executive members appointed by the Meeting, were Messrs George Gerardos, Ulysses Kyriacopoulos and Achilleas Konstantakopoulos.
FOR 31.473.101 shares (100,000%)
AGAINST 0 shares (0,000%)
ABSTAIN 0 shares (0,000%)
6.Purchase of own shares in accordance with Article 16 of Law 2190 / 1920 The acquisition by the Company of own shares, in accordance with article 16 of C.L. 2190/1920, was approved. Specifically, the Company is entitled to purchase within period of 24 months, of up to 10% of the total shares, at a minimum purchase price equal to the nominal share value, i.e. euro 0,30 and a maximum purchase price of euro 14 per share. To compute the 10% ratio of the total outstanding shares, the already purchased shares that the Company holds will be taken into account. Moreover, the Company is willing to conform to article 5 of the Committee Regulation 2273/2003, in relation to the price and the volume of the purchases, thus to article 6 par.1 of the same Regulation.
FOR 31.473.101 shares (100,000%)
AGAINST 0 shares (0,000%)
ABSTAIN 0 shares (0,000%) 7.Other items and announcements. Mr. G. Gerardos was appointed a substitute member of the Company's Compensation and Nomination Committee.