Annual General Meeting Resolutions
The Annual General Meeting of the Shareholders, which was held today, Tuesday the 16th June 2015, in Athens, at the Hilton hotel, at the “Galaxy” hall, was lawfully attended by 68 shareholders representing 60,098,919 common registered shares of a total of 79,721,775 common registered shares and there was a 75.39% 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 Financial Statements pertaining to the fiscal year starting on 1 January 2014 and ending on 31 December 2014, together with the relevant Reports of the Board of Directors and the Certified Auditors.
The Company's Financial Statements for the fiscal year starting on January 1st, 2014 and ending December 31st, 2014 along with the Board of Directors and the Auditors' Reports were approved.
|
FOR |
60,098,919 |
shares |
(100%) |
|
AGAINST |
0 |
shares |
(0%) |
|
ABSTAIN |
0 |
shares |
(0%) |
2. Discharge of the Board of Directors and the Certified Auditors from all liability for the fiscal year from 01 January 2014 to 31 December 2014.
The members of the Board of Directors and the Certified Auditors were discharged from all liability for the fiscal from 01 January 2014 to 31 December 2014.
|
FOR |
60,098,919 |
shares |
(100%) |
|
AGAINST |
0 |
shares |
(0%) |
|
ABSTAIN |
0 |
shares |
(0%) |
3. Appointment of Certified Auditors for the fiscal year from 01 January 2015 to 31 December 2015 and determination of their compensation.
Appointed to carry out the audit for the fiscal year from 01 January 2015 to 31 December 2015 was the Audit Company under the name “PRICEWATERHOUSECOOPERS S.A.”. Its remuneration for 2015 was approved for a total consideration of euro 105,000.00.
|
FOR |
59,920,116 |
shares |
(99.70%) |
|
AGAINST |
139,682 |
shares |
(0.23%) |
|
ABSTAIN |
39,121 |
shares |
(0.07%) |
4. Approval of contracts and remunerations of the Directors pursuant to articles 23a and 24 of Codified Law 2190/1920.
The remuneration of the Directors pursuant to articles 23a and 24 of C.L. 2190/1920) was approved as follows:
Fiscal year 2014
- Remuneration of Executive Board Members, for a total amount of euro 745,231.32.
- Remuneration of Board Member for the participation in Meetings, for a total amount of euro 115,000.00.
Fiscal year 2015
Remunerations of Executive Board Members corresponding to the remunerations paid in fiscal year 2014, and remunerations of Board Members for the participation in Meetings, of a total amount of up to euro 200,000.00 and in accordance with the annual budget of the Company
|
FOR |
59,642,642 |
shares |
(99.24%) |
|
AGAINST |
399,913 |
shares |
(0.67%) |
|
ABSTAIN |
56,364 |
shares |
(0.09%) |
5. Acquisition of own shares pursuant to article 16 of Codified Law 2190/1920.
The acquisition of own shares pursuant to article 16 of Codified Law 2190/1920 was approved. More specifically, the Company will be entitled for a time period of up to twenty four (24) months, to acquire own shares that will not exceed the 10% of the total paid share capital throughout this period, at a minimum acquisition price equal to its nominal value, i.e. 0.30 euros per share and at a maximum acquisition price of 10.00 euros per share. For the calculation of the 10%, the already acquired shares that Company holds will be considered. Furthermore, the Board of Directors was authorized for the settlement of the special acquisition terms and any other relevant matter, within the framework of the law and the resolution of this General Meeting.
|
FOR |
60,098,919 |
shares |
(100%) |
|
AGAINST |
0 |
shares |
(0%) |
|
ABSTAIN |
0 |
shares |
(0%) |
6. Adoption of a stock distribution plan for the distribution of shares to the Directors and to the employees of the Company in the form of stock options, in accordance with article 13, par. 13 et seqq. of Codified Law 2190/1920.
The adoption of a stock distribution plan for the distribution of shares to the Directors and to the employees of the Company in the form of stock options, in accordance with article 13, par. 13 et seqq. of Codified Law 2190/1920 was approved and with the following specific terms:
1) This Plan provides for the issuance of Stock Options certificates for the acquisition of up to 3,000,000 Company shares in aggregate, i.e. up to 3.8% of the Company's current share capital.
2) The Stock Option exercise price shall be the average of the share market price over the two calendar months prior to the issue date of the corresponding certificates, reduced by a percentage ranging, at the discretion of the Board of Directors, from 35% to 55%.
3) The Stock Options Certificates shall be granted over a five-year period, starting from 16.06.2015, until the end of the fifth fiscal year, i.e. until 31.12.2020. In the event that any certificates remain undistributed by 31.12.2020, the duration of the plan shall be extended by two (2) more years, to wit, until 31.12.2022.
4) Eligible to participate in the Plan are the following persons: a) Any persons employed in any manner or under any employment relationship, either by the Company itself or by its affiliated legal entities, b) the members of the Board of Directors of the Company or its affiliated legal entities.
5) The stock options may be exercised totally or partially, after the lapse of a three-year period from the end of the fiscal year to which these options apply, and for the three subsequent fiscal years, i.e. for 4 fiscal years in aggregate.
The stock option shall be exercised by a relevant written declaration of the beneficiary, which must state the precise number of shares for which the option is exercised.
The written declaration shall be submitted to the Company's Board of Directors from the 1st to the 15th December of each year, together with:
a) The corresponding stock option certificate which attaches the stock option to be exercised;
b) The receipt for the payment of the purchased shares following the exercise of the stock options, to be deposited into a special bank account of the Company. The details of the said account shall be available to the interested parties.
c) A declaration of the beneficiary containing the Investor's Share ID, the Securities Account Number which holds in the Dematerialized Securities System (D.S.S.), and the Operator's DSS code, in which the investor wishes to register the relevant shares.
6) After the stock options exercise, the Board of Directors must convene by the 31st of December of the respective year, in order to decide, at its absolute discretion, upon the manner of securing and delivering to the beneficiaries the shares corresponding to the exercised options, and more specifically by means of either a distribution of treasury shares, or by means of a share capital increase through the issue of new ordinary registered shares without amendment of the Company's Articles of Association.
Furthermore, the Board of Directors was authorized a) to be able to choose from the participants in the said Plan those to whom stock options will be granted in each fiscal year and define the number of stock option rights to be granted, based on the contribution of the participants to the work and the performance of the Company and the Group during the corresponding year, in conjunction with its operating responsibility level and b) to modify at its absolute discretion the terms of the Plan, and to take all actions as may be required for the specification of the Plan, such as the drafting of relevant letters and circulars, the selection of beneficiaries, the implementation procedure regarding the granting of stock options and their respective number per beneficiary, the issue and signing of the relevant certificates and the diligent handling of any relevant detail and procedure, as well as any decision and/or action pertaining directly or indirectly to the Plan.
The detailed terms of the abovementioned Plan have been posted on the Company's website (www.lamdadev.com).
|
FOR |
59,642,642 |
shares |
(99.24%) |
|
AGAINST |
399,913 |
shares |
(0.67%) |
|
ABSTAIN |
56,364 |
shares |
(0.09%) |
7. Approval for change of use of the funds raised from the share capital increase of the Company by decision of the Extraordinary General Meeting of the Company's shareholders dated 29 April 2014, following a relevant decision of the Board of Directors.
The Board resolution dated 22nd May 2015, regarding the partial change to the use of the funds raised from the share capital increase of the Company, which was decided on the 29th April, 2014 by the Extraordinary General Meeting of the Shareholders, (hereinafter referred to as the "Capital Increase"), which totaled to the net amount of Euro 146.1 million (total amount Euro 150 million, less issuance costs Euro 3.9 million) was approved. More specifically:
Due to significant and extraordinary opportunities presented in the secondary debt markets , the allocation of an amount up to Euro fifty million (€50,000,000) from the funds raised by the Capital Increase, in the acquisition of loan commitments and/or loan commitments portfolios, including commitments of Group companies, against a price lower than the nominal value was approved.
For the abovementioned reason, the widening of the third (c) category of intended uses of the raised funds, referred to in section 4.2. (Use of Proceeds) of the Prospectus, approved by the Hellenic Capital Markets Commission, the renaming of said category from "investments in real estate" to "investments in real estate and in the assets and liabilities of real estate exploitation Group companies", and the formation of a new (fourth) sub-category of intended uses of the raised funds, within the aforementioned category, under the name "Investment in credit claims offered on the secondary market against Group companies", with an expenditure amount of up to fifty million Euro (€50,000,000) in aggregate was approved.
For the rest of the provisions of section 4.2 (Use of Proceeds) of the Prospectus approved by Hellenic Capital Markets Commission, apply with no further modifications.
|
FOR |
60,098,919 |
shares |
(100%) |
|
AGAINST |
0 |
shares |
(0%) |
|
ABSTAIN |
0 |
shares |
(0%) |
8. Announcement of appointment of Directors in replacement of resigned ones.
The election of the new Board members that is Mr. Anastasios Giannitsis and Mrs. Evgenia Paizi, in replacement of the resigned members, Mr. Peter Kalantzis and Mrs. Theodora Zervou was announced.
The CV's of the new members are uploaded on the website of the Company www.lamdadev.com .
|
FOR |
60,098,919 |
shares |
(100%) |
|
AGAINST |
0 |
shares |
(0%) |
|
ABSTAIN |
0 |
shares |
(0%) |
9. Appointment of a new member of the Audit Committee within the meaning of article 37 of Law 3693/2008.
The election of Mr. Anastasios Giannitsis as new member of the Audit Committee of article 37 of L. 3693/2008, in replacement of the resigned member, Mr. Peter Kalantzis, was approved. The CV' of the new member is uploaded on the website of the Company www.lamdadev.com .
|
FOR |
60,078,614 |
shares |
(99.97%) |
|
AGAINST |
20,305 |
shares |
(0.03%) |
|
ABSTAIN |
0 |
shares |
(0%) |