Resolutions of OTE AGM June 07, 2023

Hellenic Telecomms Organization S A

07 June 2023

 

                                                                                                         Announcement

                      OTE ORDINARY GENERAL MEETING OF SHAREHOLDERS

ATHENS, Greece - June 7, 2023 - 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 71^st  Annual General Meeting of Shareholders 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 81.93% 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 2022 (1/1/2022-31/12/2022), 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 2022 (1/1/2022-31/12/2022) and exoneration of the Auditors for the fiscal year 2022 (1/1/2022-31/12/2022), 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 2023 (1/1/2023-31/12/2023).

·    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 2022 (1/1/2022-31/12/2022). - 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 2023 and pre-approval for their payment until the Ordinary (Annual) General Meeting of the Shareholders which will take place within 2024 and will finally determine them.

·    The variable remuneration of the executive members of the Board of Directors for the fiscal year 2022 (1/1/2022-31/12/2022).

·    The Remuneration Report for the members of the Board of Directors for the fiscal year 2022, according to article 112 of Law 4548/2018.

·    The revision of the Remuneration Policy for the members of the Board of Directors of OTE S.A. 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 31/12/2023 until 31/12/2024 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 seven million, four hundred and seventeen thousand, forty nine (7,417,049) 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 twenty million, nine hundred and ninety thousand, two hundred and forty eight Euros and sixty seven cents (€20,990,248.67) , according to article 49 of Law 4548/2018 and the subsequent amendment of article 5 (Share Capital) of the Company's Articles of Incorporation.

·    The Announcement of the election of a member of the Board of Directors of the Company as temporary independent non-executive member in replacement of a resigned independent non-executive member - Decision on the final assignment of the capacity of an independent member (appointment) to a member of the Board of Directors.

The General Meeting was also informed regarding (i) the Report of the ΟΤΕ Audit Committee for the year 2022, (ii) the election by the Board of Directors of new non-executive members of the Board of Directors in replacement of resigned non-executive members, (iii) the cases of conflict of interest and contracts of 2022 falling within article 99 of Law 4548/2018 (transactions with related parties), according to article 97 par.1, point (b) of Law 4548/2018, as well as (iv) 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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