REG - Hellenic Telecomms - OTE AGM Resolutions

Hellenic Telecommunications Organization SAAnnouncement

28/06/2024 16:15

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RNS Number : 4322U  Hellenic Telecomms Organization S A  28 June 2024

Announcement

 

72nd OTE ORDINARY SHAREHOLDERS GENERAL MEETING

ATHENS, Greece - June 28, 2024 - 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 72(nd)  Annual
Shareholders General Meeting in a hybrid manner, i.e. with the physical
presence of shareholders at the registered office of the Company and with the
participation of shareholders remotely by teleconference, where shareholders
representing 80.77% of its paid up 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:

 

·      The Financial Statements of OTE S.A. in accordance with the
International Financial Reporting Standards (both Separate and Consolidated)
of the fiscal year 2023 (1/1/2023-31/12/2023), 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 2023 (1/1/2023-31/12/2023) and exoneration of the
Auditors for the fiscal year 2023 (1/1/2023-31/12/2023), pursuant to article
117 par. 1(c) of Law 4548/2018.

 

·      The Appointment of an Audit Firm for the statutory audit of the
Financial Statements (both Separate and Consolidated) of OTE S.A., in
accordance with the International Financial Reporting Standards, for the
fiscal year 2024 (1/1/2024-31/12/2024).

 

·      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 2023 (1/1/2023-31/12/2023). -
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 2024 and pre-approval for their payment
until the Ordinary (Annual) General Meeting of the Shareholders which will
take place within 2025 and will finally determine them.

 

·      The variable remuneration of the executive members of the Board
of Directors for the fiscal year 2023 (1/1/2023-31/12/2023).

 

·      The Remuneration Report for the members of the Board of Directors
for the fiscal year 2023, according to article 112 of Law 4548/2018.

 

·      New Remuneration Policy for the members of the Board of Directors
of OTE S.A. with effect from 01.07.2024, in accordance with articles 110 and
111 of Law 4548/2018.

 

·      The 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 for
the period 31/12/2024 until 31/12/2025 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.

 

·      The cancellation of 5,308,440 own shares purchased by the Company
under the approved own share buy-back program in order to cancel them, with
the corresponding reduction of its share capital by the amount of
€15,022,885.20), according to article 49 of Law 4548/2018 and the subsequent
amendment of article 5 (Share Capital) of the Company's Articles of
Incorporation.

 

In addition, due to expiration of the current Board term of office, a new
ten-member Board of Directors was elected for a three-year term.

 

The new Board of Directors was formed into a corporate body on same day.
Following this, the composition of the ΟΤΕ's Board of Directors is as
follows:

 

1. Mr. Konstantinos Nebis, Chairman and CEO, Εxecutive member

2. Mr. Charalampos Mazarakis, Executive member

3. Ms. Dominique Yvette M. Leroy, non-Executive member

4. Ms. Kyra Elen Sibylle Orth, non-Executive member

5. Mr. Daniel Daub, non-Executive member

6. Ms. Elvira Gonzalez Sevilla, non-Executive member

7. Mr. Eelco Blok, Vice-Chairman, Independent non-Executive member

8. Mr. Konstantinos Gravas, Independent non-Executive member

9. Mr. Alexandros Athanassiou, Independent non-Executive member

10.Ms Christina Bousoulega, non-Executive member

 

In the composition of the Board of Directors, Mr  Konstantinos Nebis, Ms.
Elvira Gonzalez Sevilla and Ms Christina Bousoulega participate for the first
time.

 

The term of office of the above Board members expires at the Ordinary General
Meeting of the year 2027.

Also, following the decision of the Shareholders regarding the type and
composition of the Audit Committee as well as the term of office of its
members, the Board of Directors elected the members of the Audit Committee and
the Committee was formed on the same day into a corporate body as follows: Mr.
Eelco Blok, (Chairman - Independent non-executive member of the Board), Mr.
Alexandros Athanassiou, (Member - Independent Non-executive member of the
Board) and Mr. Konstantinos Gravas, (Member - Independent Non-executive member
of the Board), with a term of office equal to their term of office as members
of the Board of Directors.

 

The General Meeting was also informed regarding (i) the Activities Report of
the ΟΤΕ Audit Committee for the year 2023, (ii) according to article 97,
par. 1 (b) of Law 4548/2018, any cases of conflict of interest and agreements
of FY 2023 falling within article 99 of Law 4548/2018 (related parties
transcactions), 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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