AGM Resolutions.


    23 June 2025 16:34:15
  • Source: Sharecast
RNS Number : 0403O
Hellenic Telecomms Organization S A
23 June 2025
 

Announcement

                     

73rd OTE ORDINARY SHAREHOLDERS GENERAL MEETING 

ATHENS, Greece - June 23, 2025 - 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 73rd  Annual Shareholders General Meeting where shareholders representing 86.34% of its 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:

 

·    Financial Statements of OTE S.A. in accordance with the International Financial Reporting Standards (both Stand-Alone and Consolidated) of the fiscal year 2024 (1/1/2024-31/12/2024), 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 2024 (1/1/2024-31/12/2024) and exoneration of the Auditors for the fiscal year 2024 (1/1/2024-31/12/2024), pursuant to article 117 par. 1(c) of Law 4548/2018.

 

·    The appointment of an Audit Firm (i) for the statutory audit of the financial statements of OTE S.A. (stand-alone and consolidated) for the fiscal year 2025 and (ii) for the assurance of the reporting of the Sustainability Statement of OTE S.A. for the fiscal year 2025.

 

·      The amendment of article 9 (Election, Composition and Term of the Board of Directors) of the Company's Articles of Incorporation

 

·      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 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 2024 (1/1/2024-31/12/2024). - 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 2025 and pre-approval for their payment until the Ordinary (Annual) General Meeting of the Shareholders which will take place within 2026 and will finally determine them.

 

 

·      The variable remuneration for the fiscal year 2024 (1/1/2024-31/12/2024): (i) of the executive members of the Board of Directors and (ii) of the Managing Director of OTE S.A. whose service period ended on 30.06.2024.

 

·      Profit distribution to executives of the Company

 

·      Remuneration Report for the members of the Board of Directors of OTE S.A. for the fiscal year 2024, according to article 112 of Law 4548/2018

 

·      An incentive plan linked to the Company's shares ("OTE Shares Award Plan") for the year 2025, pursuant to article 114 of Law 4548/2018

 

·      The Draft Demerger Plan with the spin-off of OTE S.A.'s passive mobile infrastructure business and its contribution to a new public limited company to be established with OTE as sole shareholder in accordance with articles 54 par.3, 57 par. 3, 59-74 and 83-87 of L.4601/2019, L.4548/2018 and articles 47-51 & 56-59 of L. 5162/2024 , with Accounting Statement dated 31.12.2024 - Appointment of representative of OTE S.A. to sign the final notarial deed for the demerger and establishment of the new company

 

·      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 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 for the period 31/12/2025 until 31/12/2026

 

·      The cancellation of 8,840,446 own shares purchased by the Company under the approved own share buy-back program, with the corresponding reduction of its share capital by the amount of €25,018,462.18, according to article 49 of Law 4548/2018 and the subsequent amendment of article 5 (Share Capital) of the Company's Articles of Incorporation.

 

 

·      A new Own Share Buyback Program according to article 49 of L.4548/2018

 

 

The General Meeting was also informed regarding (i) the Activities Report of the ΟΤΕ Audit Committee for the year 2024, (ii) according to article 97, par. 1 (b) of Law 4548/2018,  the cases of conflict of interest and agreements of FY 2024 falling within article 99 of Law 4548/2018 (related parties transactions), 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. +30 210-6118190, +30 210-6117364

E-mail: iroffice@ote.gr, sziavra@ote.gr, eboua@ote.gr

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