Last checked at 14 Jun 2021 16:18
Voting Results of the 69th Ordinary General Meeting of Shareholders of OTE S.A. of 09/06/2021
Athens, Greece - June 14, 2021 - Hellenic Telecommunications Organization S.A. (OTE S.A.), in accordance with the provisions of article 133, par. 2 of L. 4548/2018 and article 4.1.3.3 of the Athens Exchange Regulation, as in force, hereby releases the voting results of the 69th Ordinary General Meeting of Shareholders of June 9, 2021.
ISSUES
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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 2020 (1/1/2020-31/12/2020), with the relevant Reports of the Board of Directors and the Auditors and approval of the annual profits' distribution. |
ITEM No 2: | Approval of the Activities Report of the OTE Audit Committee for the year 2020. |
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 2020 (1/1/2020-31/12/2020) and exoneration of the Auditors for the fiscal year 2020 (1/1/2020-31/12/2020), 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 2021 (1/1/2021-31/12/2021). |
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 2020 (1/1/2020-31/12/2020). 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 2021 and pre-approval for their payment until the Ordinary (Annual) General Meeting of the Shareholders which will take place within 2022 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 2020 (1/1/2020-31/12/2020). |
ITEM No7: | Remuneration Report for the members of the Board of Directors for the fiscal year 2020, according to article 112 of Law 4548/2018. |
ITEM No 8: | 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 31/12/2021 until 31/12/2022 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 9: | Publication to the Ordinary 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 2020 which fall under article 99 of Law Ν.4548/2018 (related party transactions). |
ITEM No 10: | Approval of the cancellation of three million, four hundred and sixty nine thousand, five hundred (3,469,500) 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 nine million, eight hundred and eighteen thousand, six hundred and eighty five Euros (€9,818,685.00), 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: | Approval of the "Suitability Policy for the members of the Board of Directors", in accordance with Law 4706/2020 and the Hellenic Capital Market Commission's Circular No. 60/18.09.2020. |
ITEM No 12: | Election of a new Board of Directors and Appointment of independent members, pursuant to the relevant provisions of Law 4706/2020 |
ITEM No 13: | Kind, composition and tenure of the Audit Committee. |
ITEM No 14: | Granting of permission, according to article 98 par.1 of Law 4548/2018 and article 14 of the Articles of Incorporation, to the Members of the Board of Directors and Officers to participate in boards of directors or in the management of OTE Group companies with the same or similar objectives. |
ITEM No 15: | Miscellaneous announcements |
PRESENT & REPRESENTED SHAREHOLDERS | |||||||||||||||
TOTAL NUMBER OF SHARES | OWN SHARES | TOTAL NUMBER OF SHARES WITH VOTING RIGHTS* | TOTAL NUMBER OF VALID VOTES | QUORUM (AS PERCENTAGE OF VALID VOTES ON THE TOTAL NUMBER OF SHARES WITH VOTING RIGHTS*) | |||||||||||
460,208,620 | 4,548,000 | 455,660,620 | 377,477,702 | 82.8% | |||||||||||
VOTING RESULTS PER AGENDA ITEM | |||||||||||||||
AGENDA ITEM (SUBJECT NUMBER) | QUORUM (NUMBER OF VALID VOTES) | MAJORITY (VALID VOTES ON QUORUM (%)) | VALID VOTES ON THE TOTAL NUMBER OF SHARES WITH VOTING RIGHTS* (%) | ||||||||||||
IN FAVOUR | AGAINST | ABSTAIN | IN FAVOUR | AGAINST | ABSTAIN | IN FAVOUR | AGAINST | ABSTAIN | |||||||
1 | 377,341,526 | 0 | 136,176 | 100.0% | 0.0% | 0.0% | 82.8% | 0.0% | 0.0% | ||||||
2 | NON VOTABLE ITEM | ||||||||||||||
3 | 376,530,161 | 650,755 | 296,786 | 99.7% | 0.2% | 0.1% | 82.6% | 0.1% | 0.1% | ||||||
4 | 376,939,158 | 534,644 | 3,900 | 99.9% | 0.1% | 0.0% | 82.7% | 0.1% | 0.0% | ||||||
5 | 377,382,852 | 90,950 | 3,900 | 100.0% | 0.0% | 0.0% | 82.8% | 0.0% | 0.0% | ||||||
6 | 376,315,418 | 838,129 | 324,155 | 99.7% | 0.2% | 0.1% | 82.6% | 0.2% | 0.1% | ||||||
7 | 333,209,911 | 44,263,891 | 3,900 | 88.3% | 11.7% | 0.0% | 73.1% | 9.7% | 0.0% | ||||||
8 | 374,984,603 | 2,356,923 | 136,176 | 99.3% | 0.6% | 0.0% | 82.3% | 0.5% | 0.0% | ||||||
9 | NON VOTABLE ITEM | ||||||||||||||
10 | 377,473,802 | 0 | 3,900 | 100.0% | 0.0% | 0.0% | 82.8% | 0.0% | 0.0% | ||||||
11 | 377,382,852 | 90,950 | 3,900 | 100.0% | 0.0% | 0.0% | 82.8% | 0.0% | 0.0% | ||||||
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PRESENT & REPRESENTED SHAREHOLDERS | |||||||||||||||
TOTAL NUMBER OF SHARES | OWN SHARES | TOTAL NUMBER OF SHARES WITH VOTING RIGHTS* | TOTAL NUMBER OF VALID VOTES | QUORUM (AS PERCENTAGE OF VALID VOTES ON THE TOTAL NUMBER OF SHARES WITH VOTING RIGHTS*) | |||||||||||
460,208,620 | 4,548,000 | 455,660,620 | 377,477,702 | 82.8% | |||||||||||
VOTING RESULTS PER AGENDA ITEM | |||||||||||||||
12 | The Shareholders proposed ten candidate members for the ten - member Board of Directors. The voting results have as follows: | ||||||||||||||
PROPOSED / MEMBERS | QUORUM (NUMBER OF VALID VOTES) | MAJORITY (VALID VOTES ON QUORUM (%)) | VALID VOTES ON THE TOTAL NUMBER OF SHARES WITH VOTING RIGHTS* (%) | ||||||||||||
IN FAVOUR | AGAINST | ABSTAIN | IN FAVOUR | AGAINST | ABSTAIN | IN FAVOUR | AGAINST | ABSTAIN | |||||||
12.1 Michael Tsamaz | 335,848,716 | 1,674,114 | 39,954,872 | 89.0% | 0.4% | 10.6% | 73.7% | 0.4% | 8.8% | ||||||
12.2 Charalampos Mazarakis | 335,452,544 | 1,741,937 | 40,283,221 | 88.9% | 0.5% | 10.7% | 73.6% | 0.4% | 8.8% | ||||||
12.3 Robert Hauber | 315,951,958 | 1,755,547 | 59,770,197 | 83.7% | 0.5% | 15.8% | 69.3% | 0.4% | 13.1% | ||||||
12.4 Kyra Orth | 315,783,920 | 1,755,547 | 59,938,235 | 83.7% | 0.5% | 15.9% | 69.3% | 0.4% | 13.2% | ||||||
12..5 Dominique Leroy | 315,783,920 | 1,755,547 | 59,938,235 | 83.7% | 0.5% | 15.9% | 69.3% | 0.4% | 13.2% | ||||||
12.6 Michael Wilkens | 315,944,630 | 1,755,547 | 59,777,525 | 83.7% | 0.5% | 15.8% | 69.3% | 0.4% | 13.1% | ||||||
12.7 Grigorios Zarifopoulos | 315,921,325 | 1,755,547 | 59,800,830 | 83.7% | 0.5% | 15.8% | 69.3% | 0.4% | 13.1% | ||||||
12.8 Eelco Blok | 351,870,797 | 1,142,653 | 24,464,252 | 93.2% | 0.3% | 6.5% | 77.2% | 0.3% | 5.4% | ||||||
12.9 Dimitrios Georgoutsos | 376,641,632 | 685,783 | 150,287 | 99.8% | 0.2% | 0.0% | 82.7% | 0.2% | 0.0% | ||||||
12.10 Catherine de Dorlodot | 377,021,474 | 265,441 | 190,787 | 99.9% | 0.1% | 0.1% | 82.7% | 0.1% | 0.0% | ||||||
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13 | 352,845,502 | 4,692,983 | 19,939,217 | 93.5% | 1.2% | 5.3% | 77.4% | 1.0% | 4.4% | ||
14 | 377,473,802 | 0 | 3,900 | 100.0% | 0.0% | 0.0% | 82.8% | 0.0% | 0.0% | ||
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
E-mail: iroffice@ote,gr