OTE AGM Resolutions

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. [phone]

E-mail: [e-mail], [e-mail], [e-mail]

 

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