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Hellenic Telecomms (OTES)

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Wednesday 24 June, 2020

Hellenic Telecomms

Resolutions of OTE OGM,24.06.2020

RNS Number : 9829Q
Hellenic Telecomms Organization S A
24 June 2020
 

    Announcement

 

68th ORDINARY GENERAL MEETING OF SHAREHOLDERS

 

ATHENS, Greece - June 24, 2020 - Hellenic Telecommunications Organization S.A. (ASE: HTO, OTC MARKET: HLTOY ), the Greek full-service telecommunications provider (hereinafter "OTE" or "OTE S.A."), held today through teleconference its 68th Ordinary General Meeting of Shareholders , where shareholders representing 80.91% of its paid up share capital participated (minus OTE own shares) .

 

During the meeting, the agenda items were discussed and Shareholders approved by majority the Annual Financial Statements of OTE S.A. (Consolidated and Separate) for the fiscal year 2019 (1/1/2019-31/12/2019), with the relevant Board of Directors' and Statutory Auditors' Reports. Shareholders also approved the distribution of a dividend amounting to €0.55 per share (Given that own shares do not receive dividend, the total amount of the dividend per share that will be paid out, will be increased by taking into account the amount of the dividend corresponding to the own shares held by the Company at ex-dividend date). The ex-dividend date will be Thursday, July 9, 2020 and the record date will be Friday, July 10, 2020. The dividend payment will start on Wednesday, July 15, 2020.

 

By majority, the Shareholders also decided:

· The 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 2019 and exoneration of the Auditors for year 2019, pursuant to article 117 par. 1c of Law 4548/2018.

· The appointment of the Audit Firm "PRICEWATERHOUSECOOPERS S.A." for the statutory audit of the Financial Statements of OTE S.A. ( Consolidated and Separate ), for the fiscal year 2020, in accordance with the International Financial Reporting Standards.

· The approval of the Remuneration Policy for the members of the Board of Directors of OTE S.A. pursuant to articles 110 and 111 of Law 4548/2018.

· The final determination of the remuneration, compensation and expenses of the members of the Board of Directors for their participation in the proceedings of the Board and its Committees for the fiscal year 2019, approval of the variable remuneration of the executive members of the Board of Directors for same year, determination of the remuneration, and expenses of the members of the Board of Directors for their participation in the proceedings of the Board and its Committees for the fiscal year 2020 and pre-approval of their payment until the Ordinary General Meeting of the Shareholders of year 2021.

· The approval of the Remuneration Report for the members of the Board of Directors for the fiscal year 2019.

· 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 31/12/2020 until 31/12/2021 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.

· Approval of the adjustment of the Company's Articles of Incorporation to the provisions of Law 4548/2018 ("Reform of the law of Sociétés Anonymes") by  amendment of articles 2, 3, 6, 8-12, 14, 16-18, 20, 21, 23, 24, 27, 29, 31 and 32 thereof.

 

In addition, the General Meeting of the Shareholders elected Mrs. Amanda Sisson , as an Independent non-executive member of the Board of Directors and member of the Audit Committee (in her capacity as Independent non-executive member of the Board of Directors), according to the Company's Articles of Incorporation and the provisions of Law (article 4 of L.3016/2002 and par. 1, article 44 of L.4449/2017), in replacement of the resigned Independent non-executive member of the Board of Directors and of the Audit Committee, Mr. Andreas Psathas.

 

Mrs. Amanda Sisson participates for the first time in the composition of the Board of Directors.

 

Following formation of the Board of Directors into a corporate body on the same day, the composition of the Ο's Board of Directors is as follows:

 

1.  Mr. Michael Tsamaz, Chairman and CEO, Ε xecutive member

2.  Mr. Eelco Blok, Vice-Chairman, Independent Non-executive member

3.  Mr. Dimitrios Georgoutsos, Non-executive member

4.  Mr. Srinivasan Gopalan, Non-executive member

5.  Dr. Robert Hauber, Non-executive member

6.  Mr. Charalampos Mazarakis, Executive member

7.  Mrs.   Kyra Orth, Non-executive member

8.  Mrs. Amanda Sisson, Independent Non-executive member

9.  Mr. Vasilios Vassalos, Non-executive member

10. Mr.   Michael Wilkens, Non-executive member

 

 

The term of the above Board members expires at the Annual General Meeting of the year 2021.

 

Accordingly, the composition of the Audit Committee, following the above election and the formation of the Committee into a corporate body on the same day, is as follows: Mr. Eelco Blok (Chairman- Independent Non-executive member of the Board of Directors), Mrs. Amanda Sisson (Member - Independent Non-executive member of the Board of Directors) and Mr. Vasilios Vassalos (Member - Non-executive member of the Board of Directors). The term of the members of the Audit Committee, which according to the decision of the General Meeting consists exclusively of members of the Board of Directors, is identical with their term as members of the Board of Directors.

 

The detailed voting results on the items of the agenda will be published within five (5) days, in accordance with applicable legislation.

 

 

 

About OTE

 

The OTE Group is the largest telecommunications provider in the Greek market and one of the leading telecom groups in Southeast Europe with presence in Greece and Romania. OTE is among the largest listed companies, with respect to market capitalization, in the Athens Stock Exchange.

 

OTE Group offers the full range of telecommunications services: from fixed-line and mobile telephony, broadband services, to pay television and ICT solutions. In addition to its core telecommunications activities, the Group is also involved in maritime communications, real-estate and professional training.

 

 

FOR FURTHER INFORMATION:

OTE GROUP INVESTOR RELATIONS

Eleni Boua

Department of Financial Communication & Relations with Regulatory Authorities

Τel. + 30 210-6117364

Fax: + 30 210-6111030

E-mail: [email protected]

 

 

 

 


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