REG - Hellenic Telecomms - AGM Resolutions

Hellenic Telecommunications Organization SAAnnouncement

23/06/2025 16:45

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RNS Number : 0403O  Hellenic Telecomms Organization S A  23 June 2025

Announcement

 

73(rd) OTE ORDINARY SHAREHOLDERS GENERAL MEETING

ATHENS, Greece - June 23, 2025 - Hellenic Telecommunications Organization S.A.
(ASE: HTO, OTC MARKET: HLTOY), the Greek full-service telecommunications
provider (hereinafter "OTE" or "OTE S.A."), held today the 73(rd)  Annual
Shareholders General Meeting where shareholders representing 86.34% of its
share capital participated (excluding OTE own shares which are not calculated
for the formation of a quorum).

During the Meeting the shareholders discussed the items of the agenda, which
were approved by majority. In particular the General Meeting approved:

 

·    Financial Statements of OTE S.A. in accordance with the International
Financial Reporting Standards (both Stand-Alone and Consolidated) of the
fiscal year 2024 (1/1/2024-31/12/2024), with the relevant Reports of the Board
of Directors and the Auditors and approval of the annual profits'
distribution.

 

·    The overall management of the Company by the Board of Directors
during the fiscal year 2024 (1/1/2024-31/12/2024) and exoneration of the
Auditors for the fiscal year 2024 (1/1/2024-31/12/2024), pursuant to article
117 par. 1(c) of Law 4548/2018.

 

·    The appointment of an Audit Firm (i) for the statutory audit of the
financial statements of OTE S.A. (stand-alone and consolidated) for the fiscal
year 2025 and (ii) for the assurance of the reporting of the Sustainability
Statement of OTE S.A. for the fiscal year 2025.

 

·      The amendment of article 9 (Election, Composition and Term of the
Board of Directors) of the Company's Articles of Incorporation

 

·      The revision of the Remuneration Policy for the members of the
Board of Directors of OTE S.A., in accordance with articles 110 and 111 of Law
4548/2018.

 

·      The remuneration and expenses of the members of the Board of
Directors for their participation in the proceedings of the Board of Directors
and its Committees during the fiscal year 2024 (1/1/2024-31/12/2024). -
Determination of the remuneration and expenses of the members of the Board of
Directors for their participation in the proceedings of the Board of Directors
and its Committees for the fiscal year 2025 and pre-approval for their payment
until the Ordinary (Annual) General Meeting of the Shareholders which will
take place within 2026 and will finally determine them.

 

 

·      The variable remuneration for the fiscal year 2024
(1/1/2024-31/12/2024): (i) of the executive members of the Board of Directors
and (ii) of the Managing Director of OTE S.A. whose service period ended on
30.06.2024.

 

·      Profit distribution to executives of the Company

 

·      Remuneration Report for the members of the Board of Directors of
OTE S.A. for the fiscal year 2024, according to article 112 of Law 4548/2018

 

·      An incentive plan linked to the Company's shares ("OTE Shares
Award Plan") for the year 2025, pursuant to article 114 of Law 4548/2018

 

·      The Draft Demerger Plan with the spin-off of OTE S.A.'s passive
mobile infrastructure business and its contribution to a new public limited
company to be established with OTE as sole shareholder in accordance with
articles 54 par.3, 57 par. 3, 59-74 and 83-87 of L.4601/2019, L.4548/2018 and
articles 47-51 & 56-59 of L. 5162/2024 , with Accounting Statement dated
31.12.2024 - Appointment of representative of OTE S.A. to sign the final
notarial deed for the demerger and establishment of the new company

 

·      Granting of a special permission, according to articles 97 par.3,
99 par.1, 2 and 100 par.2 of Law 4548/2018, for the continuation of the
insurance coverage of Directors & Officers of OTE S.A. and its affiliated
companies, against liabilities incurred in the exercise of their competences,
duties and powers for the period 31/12/2025 until 31/12/2026

 

·      The cancellation of 8,840,446 own shares purchased by the Company
under the approved own share buy-back program, with the corresponding
reduction of its share capital by the amount of €25,018,462.18, according to
article 49 of Law 4548/2018 and the subsequent amendment of article 5 (Share
Capital) of the Company's Articles of Incorporation.

 

 

·      A new Own Share Buyback Program according to article 49 of
L.4548/2018

 

 

The General Meeting was also informed regarding (i) the Activities Report of
the ΟΤΕ Audit Committee for the year 2024, (ii) according to article 97,
par. 1 (b) of Law 4548/2018,  the cases of conflict of interest and
agreements of FY 2024 falling within article 99 of Law 4548/2018 (related
parties transactions), as well as (iii) the Report of the independent members
of the Board of Directors to the General Meeting of Shareholders according to
article 9 par.5 of Law 4706/2020.

The detailed voting results on the items of the agenda will be published
within five (5) days, in accordance with applicable legislation.

FOR FURTHER INFORMATION:

OTE GROUP INVESTOR RELATIONS

Tel. +30 210-6118190, +30 210-6117364

E-mail: iroffice@ote.gr (mailto:iroffice@ote.gr) , sziavra@ote.gr
(mailto:sziavra@ote.gr) , eboua@ote.gr

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