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Voting Results of the AGM

3rd Jul 2024 16:13

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

 

Voting Results of the 72nd 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 72nd 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: [email protected]

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