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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: iroffice@ote.gr
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