REG - Hellenic Telecomms - Voting Results of the AGM

Hellenic Telecommunications Organization SAAnnouncement

03/07/2024 16:15

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RNS Number : 0416V  Hellenic Telecomms Organization S A  03 July 2024

 

Voting Results of the 72(nd) OTE S.A. Αnnual General Shareholders' Meeting of
28/06/2024

Athens, Greece - July 3, 2024 - Hellenic Telecommunications Organization S.A.
(OTE S.A.), in accordance with the provisions of article 133, par. 2 of L.
4548/2018 and of the Athens Exchange Regulation, as in force, hereby releases
the voting results of the 72(nd) Annual General Shareholders' Meeting of June
28, 2024.

 AGENDA ITEMS

 ITEM No 1:   Approval of 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.
 ITEM No 2:   Submission of the Activities Report of the OTE Audit Committee for the year
              2023.
 ITEM No 3:   Approval, according to article 108 of Law 4548/2018, of 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.
 ITEM No 4:   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).
 ITEM No 5:   Final 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 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.
 ITEM No 6:   Approval of the variable remuneration of the executive members of the Board of
              Directors for the fiscal year 2023 (1/1/2023-31/12/2023).
 ITEM No 7:   Remuneration Report for the members of the Board of Directors for the fiscal
              year 2023, according to article 112 of Law 4548/2018.
 ITEM No 8:   Approval of the 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.
 ITEM No 9:   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.
 ITEM No 10:  Approval of 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.
 ITEM No 11:  Election of a new Board of Directors and Appointment of independent members,
              pursuant to the relevant provisions of Law 4706/2020.
 ITEM No 12:  Definition of the type, composition (number of members and their capacities)
              and tenure of the Audit Committee. (Ιt is proposed that the Audit Committee
              continues to be a committee of the Board of Directors, consisting of three (3)
              members, all of them independent non-executives, with a term equal to their
              term as members of the Board of Directors)
 ITEM No 13:  Publication to the Annual General Meeting of the Shareholders of the Company,
              according to article 97 par. 1 (b) of Law 4548/2018, of any cases of conflict
              of interest and agreements of the fiscal year 2023 which fall under article 99
              of Law Ν.4548/2018 (related party transactions).
 ITEM No 14:   Submission of a report of the independent members of the Board of Directors
              to the General Shareholders' Meeting, according to par. 5, article 9 of
              L.4706/2020.
 ITEM No 15:   Miscellaneous announcements.

 

 

 

 TOTAL NUMBER OF SHARES                                                                OWN SHARES                              TOTAL NUMBER OF SHARES WITH VOTING RIGHTS*                       TOTAL NUMBER OF VALID VOTES

                               418,002,013                                                 6,259,921                                               411,742,092                                             332,559,121

 AGENDA ITEM                                                             QUORUM                                                MAJORITY                                                         % ON TOTAL NUMBER WITH VOTING RIGHTS
                                                                                                         NUMBER OF VALID VOTES                                     VALID VOTES ON QUORUM (%)
                                                                         IN FAVOUR     AGAINST           ABSTAIN               IN FAVOUR         AGAINST           ABSTAIN
 1                                                                       332,324,048   195,033           40,040                99.93%            0.06%             0.01%                        80.77%
 2                                                                       NON VOTABLE ITEM
 3                                                                       332,477,494   41,587            40,040                99.98%            0.01%             0.01%                        80.77%
 4                                                                       332,183,100   352,590           23,431                99.89%            0.11%             0.01%                        80.77%
 5                                                                       332,312,182   147,095           99,844                99.93%            0.04%             0.03%                        80.77%
 6                                                                       268,665,560   63,793,714        99,847                80.79%            19.18%            0.03%                        80.77%
 7                                                                       279,988,310   52,470,967        99,844                84.19%            15.78%            0.03%                        80.77%
 8                                                                       268,653,854   63,529,989        375,278               80.78%            19.10%            0.11%                        80.77%
 9                                                                       332,425,713   93,018            40,390                99.96%            0.03%             0.01%                        80.77%
 10                                                                      332,539,224   3,950             15,947                99.99%            0.00%             0.00%                        80.77%
 11                                                                      The Shareholders proposed ten candidate members for the ten-member BoD. The
                                                                         voting results are as follows:
 PROPOSED MEMBERS
 11.1 Konstantinos Nebis                                                 301,256,055   31,283,372        19,694                90.59%            9.41%             0.01%                        80.77%
 11.2 Charalambos Mazarakis                                              315,125,464   17,267,086        166,571               94.76%            5.19%             0.05%                        80.77%
 11.3 Dominique Yvette M. Leroy                                          281,199,771   51,192,779        166,571               84.56%            15.39%            0.05%                        80.77%
 11.4 Kyra Elen Sibylle Orth                                             281,496,748   50,895,802        166,571               84.65%            15.30%            0.05%                        80.77%
 11.5 Daniel Daub                                                        281,612,411   50,780,139        166,571               84.68%            15.27%            0.05%                        80.77%
 11.6 Elvira Gonzalez Sevilla                                            287,045,691   45,346,859        166,571               86.31%            13.64%            0.05%                        80.77%
 11.7 Εelco Blok                                                         315,770,333   16,622,217        166,571               94.95%            5.00%             0.05%                        80.77%
 11.8 Konstantinos Gravas                                                331,289,213   1,103,337         166,571               99.62%            0.33%             0.05%                        80.77%
 11.9 Alexandros Athanassiou                                             331,477,126   915,424           166,571               99.67%            0.28%             0.05%                        80.77%
 11.10 Christina Bousoulega                                              287,232,456   45,160,094        166,571               86.37%            13.58%            0.05%                        80.77%
 12                                                                      332,392,940   146,567           19,614                99.95%            0.04%             0.01%                        80.77%
 13                                                                      NON VOTABLE ITEM
 14                                                                      NON VOTABLE ITEM
 15                                                                      NON VOTABLE ITEM

 

* Pursuant to article 50 of Law 4548/2018, the voting rights attaching to own
shares are suspended and those shares are not taken into account for the
calculation of quorum.

FOR FURTHER INFORMATION:

OTE GROUP INVESTOR RELATIONS

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

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

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