Announcement related to the draft amendment of the Articles of Association
LAMDA Development S.A. in accordance with article 19, par.2 of L.3556/2007 announces that intends to proceed with the amendment of articles 16 and 20 of its Articles of Association, thus the recitation of articles 18 to 28 for the irrevocable deletion of the already removed articles from the previous and the current amendment by resolution of the Extraordinary General Meeting of the Shareholders, that will take place on Monday, 31st October 2011, at 11.00 a.m. in Athens, at the Companys head offices, 37 A Kifissias Avenue (Office Building A, Golden Hall).
Specifically:
1. Article 16
Paragraph 4 is added at the end of article 16, as follows:
4. The Board of Directors also has the power to decide upon bond issues, with the exception of those referred to in article 3b of Codified Law 2190/1920. Regarding convertible bonds, the Board may decide an issue following authorization of the General Meeting, in accordance with article 13, paragraph 1, of Codified Law 2190/1920.
1. Articles 18, 21, 22, 23, 25, 27, 34 are deleted.
3. Recitation of articles for the irrevocable deletion of the already removed articles from previous and current amendment:
Article 19, to Article 18 Article 20, to Article 19 Article 24, to Article 20 Article 26, to Article 21 Article 28, to Article 22 Article 29, to Article 23 Article 30, to Article 24 Article 31 to Article 25 Article 32, to Article 26 Article 33, to Article 27 Article 35, to Article 28.
4. Article 20 is as follows:
The General Meeting is the supreme authority of the Company and represents the totality of the Shareholders. The legitimate decisions of a lawfully constituted General Meeting are binding on all, including the absent or disagreeing, Shareholders.
All issues pertaining to the convocation, quorum, decision-making majority requirements and General Meeting competencies, as well as to participation and voting rights in the General Meeting, are regulated in accordance with the provisions of Codified Law 2190/1920, as in force, excepting the issue of non-convertible bonds without rights of participation in profits, which may be decided by resolution of the Board of Directors.
Provided that the Board of Directors establishes that the previous material and technical resources adjustment is still in place, ensuring the identification of shareholders and the security of the electronic communication, and allowing for the transmission of the meeting or for a two-way communication, the shareholders may participate at the general meetings by electronic means, i.e. without physical participation at the venue of the general meeting. This participation may take place via real time transmission of the meeting or real time two-way communication, enabling shareholders to address the general meeting from a remote location. The company's Board of Directors shall be responsible to establish whether the above requirements, such as are necessary to ensure the technical feasibility and security of the participation in the general meeting by electronic means, are met.
Provided that the board of directors establishes that the previous material and technical resources adjustment is still in place, ensuring the identification of shareholders and the security of the electronic communication, the company's shareholders shall be able to exercise their voting rights at a general meeting from a remote location, either by voting by correspondence or by electronic means. In such an event, the company shall distribute ballot forms beforehand either in electronic format via its website or in paper form at its registered office. The exercising of voting rights by electronic means may take place before or during the general meeting. The Shareholders voting by correspondence shall be counted in the calculation of quorum and majority, on the condition that the Company receives the relevant ballots at least by the beginning of the General Meeting. The company's Board of Directors shall be responsible to establish whether the above requirements, such as are necessary to ensure the technical feasibility and security of the shareholders' distant participation in the general meeting, are met.
In any case, the Board of Directors shall include in the Notice of the General Meeting all the necessary information on the possibility of distant voting and the participation in the General Meeting by electronic means. Should the Board of Directors establish 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, then it shall mention this fact in the notice of the general meeting.
The draft amendment of the Articles of Association has been posted on the Companys website www.lamdadev.com.