Lamda Development S.A. — AGM Information 2025

Jun 27, 2025

Resolutions of the Ordinary Annual General Meeting

Marousi, 26 June 2025

The Ordinary General Meeting of the Shareholders, which was held on Thursday 26.06.2025, in The Ellinikon Experience Centre, and virtually, in real time, via teleconference, was lawfully attended by 181 shareholders representing 127.589.419 common registered shares of a total of 171.979.721 common registered shares and there was a 74,19 % quorum of the Company's paid-up share capital.

The Meeting discussed and took decisions on all items of the agenda, as follows:

1. Submission and approval of the corporate and consolidated Financial Statements of the Company pertaining to the fiscal year of 2024 (from 01.01.2024 to 31.12.2024), together with the relevant Reports of the Board of Directors and the Statutory Auditors.

The General Meeting approved the financial statements for the fiscal year starting on 1 January 2024 and ending on 31 December 2024, as well as of the relevant Reports of the Board of Directors and the Statutory Auditors, as the above were approved by the Board of Directors at its meeting on 26th .03.2025.

	Shares	%
FOR	127,582,117	99.99%
AGAINST	787	0.00%
ABSTAIN	6,515	0.01%

2. Approval of the overall management of the Company in accordance with article 108 of Law 4548/2018, as in force, and exemption of the Company's Statutory Auditors from any liability for compensation for the fiscal year 2024.

The General Meeting approved the overall management by each member of the Company's Board of Directors individually, in their respective capacity, and by all members of the Board of Directors collectively, in accordance with article 108 of Law 4548/2018, as in force, for the fiscal year ended on 31.12.2024, as well as the exemption of the auditing company "ERNST & YOUNG (HELLAS) AUDITORS S.A." from any liability for compensation for the fiscal year 2024.

	Shares	%
FOR	127,572,945	99.99%
AGAINST	6,355	0.00%
ABSTAIN	10,119	0.01%

3. Election of an audit firm of Statutory Auditors Accountants for the audit of the annual and interim, and consolidated financial statements, the limited assurance on the Sustainability Report (CSRD), the audit for the issuance of the annual tax certificate, and the execution of audits based on agreed upon procedures for the fiscal year of 2025 and determination of their fees.

The General Meeting, approved the election of the auditing company "ERNST & YOUNG (HELLAS) Chartered Auditors Accountants S.A." (SOEL Registry No. 107 – TIN 094316657) with registered seat at 8B, Chimarras str., P.O. 15125, Marousi for: a)the audit of the annual individual and consolidated financial statements of the fiscal year 2025 (01.01.2025 to 31.12.2025), b) the review of interim individual and consolidated financial statements for the period of 01.01.2025 to 30.06.2025, c) the tax compliance audit for the fiscal year 2025, d) the limited assurance on the sustainability report (CSRD) for the fiscal year 2025, as well as, e) the execution of audits based on agreed upon procedures. Furthermore, it is proposed to determine the auditors' remuneration in levels similar to the remuneration paid last year.

	Shares	%
FOR	127,552,181	99.97%
AGAINST	37,238	0.03%
ABSTAIN	0	0.00%

4. Approval of the revised Remuneration Policy of the Company in accordance with article 110 par. 2 of Law 4548/2018.

The General Meeting approved the revised Remuneration Policy of the Company, as such revision was approved by the Board of Directors, during its meeting dated 28.05.2025, and which consists of the amendment of the remuneration of the Chairman of the Board of Directors, and of the addition of the alternative option of receiving variable remuneration, through the distribution of profits.

	Shares	%
FOR	115,119,984	90.23%
AGAINST	11,483,715	9.00%
ABSTAIN	985,720	0.77%

5. Submission for discussion of the Remuneration Report of article 112 of Law 4548/2018 for the fiscal year 2024.

The General Meeting approved the discussion and voting of the Remuneration Report of article 112 of Law 4548/2018, on which the Remuneration and Nominations Committee of the Company has expressed its assent to the Board of Directors, in accordance with par. c of article 11 of Law 4706/2020 and which is posted on the Company's website at the following address: www.lamdadev.com.

It is clarified that the vote of the shareholders on the Remuneration Report is advisory, in accordance with article 112 par. 3 of Law 4548/2018.

	Shares	%
FOR	115,551,925	90.57%
AGAINST	7,928,874	6.21%
ABSTAIN	4,108,620	3.22%

6. Submission of the Annual Audit Committee Management Report to the Shareholders for the fiscal year 01.01.2024-31.12.2024.

The Audit Committee Management Report for the fiscal year 01.01.2024 – 31.12.2024, was submitted by the Audit Committee to the Ordinary General Meeting, pursuant to article 44 par. 1(i) of Law 4449/2017, as amended by article 74 par. 4 of Law 4706/2020 and in force.

It is noted that the Annual Audit Committee Management Report is not subject to voting by the Shareholders and is brought to their attention solely for information purposes in relation to the work of the Audit Committee during the fiscal year 01.01.2024 – 31.12.2024.

7. Submission of the Report of the Independent Non-Executive Members of the Company's Board of Directors pursuant to article 9 par. 5 of Law 4706/2020.

The Report of the Independent Non-Executive Members of the Board of Directors was brought to the attention of the Shareholders, pursuant to article 9 par. 5 of Law 4706/2020.

It is noted that the Report of the Independent Non-Executive Members of the Board of Directors is not subject to voting by the Shareholders and is brought to their attention solely for information purposes in relation to the obligations of the Independent Non-Executive Members of the Board of Directors of the Company.

8. Granting of authorisation pursuant to article 98 par. 1 of Law 4548/ 2018 to the members of the Board of Directors and the Managers to participate to Boards of Directors or/and the management of other companies.

The General Meeting authorises, in accordance with article 98 par. 1 of Law 4548/2018, the members of the Board of Directors and Managers to participate in the Boards of Directors or/and management of other companies.

	Shares	%
FOR	127,586,928	100.00%
AGAINST	2,491	0.00%
ABSTAIN	0	0.00%

9. Granting of approval for the acquisition of the Company's own shares, in accordance with articles 49 and 50 of Law 4548/2018.

The General Meeting approved the acquisition of own shares in accordance with articles 49 and 50 of Law 4548/2018, for a period, not exceeding twenty-four (24) months, at a minimum purchase price of thirty cents of the Euro (€0.30) and a maximum purchase price of fourteen Euro (€14.00). The maximum number of own shares to be purchased, shall not exceed 10% of the paid-up share capital at any time. For the purpose of calculating 10%, shares already purchased, that the Company holds, are included.

	Shares	%
FOR	127,583.064	100.00%
AGAINST	2,491	0.00%
ABSTAIN	3,864	0.00%

10. Election of a new Board of Directors and appointment of its Independent Members (due to the imminent expiry of its term of office)

The new Board of Directors of the Company, with a term of three years, shall be composed of the following people:

1. Mr. Stefanos Kotsolis

2. 1. Mr. Evangelos Chronis
3. 1. Mr. Odisseas Athanasiou
4. 1. Mr. Emmanuel Bussetil
5. 1. Mr. Eftichios Vassilakis
6. 1. Mr. Ioannis Zafiriou
7. 1. Mr. Chariton Kyriazis
8. 1. Ms. Calypso-Maria Nomikos
9. 1. Ms. Evgenia Paizi
10. 1. Ms. Ioanna Papadopoulou

The resumes of the elected members, as well as the duly justified recommendation of the Board of Directors – based on the relevant proposal of the Remuneration and Nominations Committee – for each of the proposed candidates, in accordance with Article 18 of Law 4706/2020, were made available to the Shareholders on the Company's website, together with the relevant draft resolution, prior to the holding of the Annual General Meeting.

In addition, the Board of Directors proposes to the General Meeting the appointment of Mr. Stefanos Kotsolis, Mr. Chariton Kyriazis, Mr. Ioannis Zafiriou, Ms. Calypso-Maria Nomikou, and Ms. Ioanna Papadopoulou as its independent non-executive members, given that they meet the criteria of Article 9 of Law 4706/2020 and do not have any dependency relationship with the Company or with persons affiliated with it.

According to the Company's Articles of Association, the term of the new Board of Directors shall be three (3) years and shall be extended until the first Annual General Meeting convened after its expiration, but in any case, may not exceed a total duration of four (4) years.

	FOR	%	AGAINST	%	ABSTAIN	%
10.1 Mr. Stefanos Kotsolis	125,341,687	98.24%	2,247,732	1.76%	0	0.00%
10.2. Mr. Evangelos Chronis	125,479,633	98.35%	2,109,786	1.65%	0	0.00%
10.3. Mr. Odisseas Athanasiou	127,307,718	99.78%	281,701	0.22%	0	0.00%
10.4. κ. Emmanuel Bussetil	125,496,705	98.36%	2,092,714	1.64%	0	0.00%

10.5. Mr. Eftichios Vassilakis	120,078,456	94.11%	7,510,963	5.89%	0	0.00%
10.6. Mr. Ioannis Zafiriou	124,966,589	97.94%	2,622,830	2.06%	0	0.00%
10.7. Mr. Chariton Kyriazis	125,583,383	98.43%	2,006,036	1.57%	0	0.00%
10.8. Ms. Calypso-Maria Nomikos	125,583,383	98.43%	2,006,036	1.57%	0	0.00%
10.9. Ms. Evgenia Paizi	125,322,838	98.22%	2,266,581	1.78%	0	0.00%
10.10. Ms. Ioanna Papadopoulou	127,493,189	99.92%	96,230	0.08%	0	0.00%

11. Approval of the updated "Restricted Stock Units" free share offering scheme.

The General Meeting approved the updated terms of the "Restricted Stock Units" Program, in accordance with the decision of the Board of Directors dated 18.12.2024, the entire updated program is submitted for approval by the General Meeting.

	Shares	%
FOR	123,055,773	96.45%
AGAINST	4,261,646	3.34%
ABSTAIN	272,000	0.21%

12. Amendment of Articles 10, 19, 23 and 26 of the Company's Articles of Association

The General Meeting approved the amendment of the Company's Articles of Association:

A) Regarding the deletion of the rights of the Minority Shareholder (as defined in Article 10§11 of the Articles of Association), given the termination of the shareholders' agreement with Voxcove on 28.05.2025 – namely the deletion of paragraphs 2, 6, 7, 8 (final subparagraph), 9 (final subparagraph), 10 (final subparagraph), 11, 12 and 13 of Article 10, of paragraph 3 of Article 19, and of paragraph 2 of Article 23.

B) Regarding the amendment of paragraph 1 of Article 26, as follows:

«1. Net profits are available as specified by the law and to the extent permitted by the decision of the General Meeting. The Board of Directors or executives and employees of the Company or of companies of the LAMDA Development – Holding and Real Estate Development S.A.'s group, related companies, affiliates, or subsidiaries, are entitled to a remuneration consisting of a share in the profits of the year or of past years, the allocation and the amount of which is decided by the General Meeting».

The Board of Directors proposes the amendment of the relevant article of the Company's Articles of Association regarding the distribution of profits, in order to provide for the possibility of distributing profits to its members, as well as executives and employees of the company and of our group in general, under the self-evident condition of obtaining any prior approvals required. This possibility is a modern tool for rewarding them, and the amendment of the Articles of Association will ensure the necessary flexibility. The relevant distribution of profits, as the case may be, will be approved by the General Meeting of the Company, in accordance with the applicable laws. The proposed amendment is attached.

	Shares	%
FOR	127,546,463	99.97%
AGAINST	42,956	0.03%
ABSTAIN	0	0.00%

13. Other items and announcements.

No further items or announcements were raised.