Ote Ads Regulatory News (OTES)

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 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.

ITEM No 2:

Submission of the Activities Report of the OTE Audit Committee for the year 2024.

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 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.

ITEM No 4:

Appointment of an Audit Firm (i) for the statutory audit of the financial statements of OTE S.A. (separate 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.

ITEM No 5:

Amendment of article 9 (Election, Composition and Term of the Board of Directors) of the Company's Articles of Incorporation.

ITEM No 6:

Approval of 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.

ITEM No 7:

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 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.

ITEM No 8:

Approval of 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.

ITEM No 9:

Approval of profit distribution to executives of the Company.

ITEM No 10:

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.

ITEM No 11:

Approval of 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.

ITEM No 12:

Approval of 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.

ITEM No 13:

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 31/12/2025 until 31/12/2026 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 14:

Approval of the cancellation of 8,840,446 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 €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.

ITEM No 15:

Approval of an Own Share Buyback Program according to article 49 of L.4548/2018.

ITEM No 16:

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 2024 which fall under article 99 of L.4548/2018 (related party transactions).

ITEM No 17:

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 18:

Miscellaneous announcements.

TOTAL NUMBER OF SHARES

OWN SHARES

TOTAL NUMBER OF SHARES WITH VOTING RIGHTS*

TOTAL NUMBER OF VALID VOTES

412.693.573

10.208.862

402.484.711

347.510.400

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

347.301.621

140.751

68.028

99,94%

0,04%

0,02%

86,34%

2

NON VOTABLE ITEM

3

346.955.979

88.474

465.947

99,84%

0,03%

0,13%

86,34%

4

347.433.824

25.399

51.177

99,98%

0,01%

0,01%

86,34%

5

346.032.686

1.396.714

81.000

99,57%

0,40%

0,02%

86,34%

6

265.624.857

81.802.343

83.200

76,44%

23,54%

0,02%

86,34%

7

346.032.626

1.396.379

81.395

99,57%

0,40%

0,02%

86,34%

8

261.927.470

82.674.244

2.908.686

75,37%

23,79%

0,84%

86,34%

9

276.622.497

70.328.389

559.514

79,60%

20,24%

0,16%

86,34%

10

273.705.215

73.700.896

104.289

78,76%

21,21%

0,03%

86,34%

11

279.424.591

67.979.697

106.112

80,41%

19,56%

0,03%

86,34%

12

347.500.735

7.375

2.290

100,00%

0,00%

0,00%

86,34%

13

347.198.788

243.249

68.363

99,91%

0,07%

0,02%

86,34%

14

347.319.355

191.045

0

99,95%

0,05%

0,00%

86,34%

15

347.256.500

238.828

15.072

99,93%

0,07%

0,00%

 86,34%

16

NON VOTABLE ITEM

17

NON VOTABLE ITEM

18

NON VOTABLE ITEM