REG - Hellenic Telecomms - Invitation to AGM

Hellenic Telecommunications Organization SAAnnouncement

07/06/2024 16:45

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RNS Number : 6818R  Hellenic Telecomms Organization S A  07 June 2024

 

HELLENIC TELECOMMUNICATIONS ORGANIZATION SA (OTE SA)

 

INVITATION

 

TO THE SHAREHOLDERS OF THE COMPANY UNDER THE CORPORATE NAME

"HELLENIC TELECOMMUNICATIONS ORGANIZATION SA"

 

GENERAL COMMERCIAL REGISTRY NUMBER 1037501000

 

ΤΟ THE 72(nd) ORDINARY GENERAL MEETING

 

Pursuant to Law 4548/2018, the Company's Articles of Incorporation, and the
resolution of the Board of Directors reached on 04.06.2024, the Shareholders
of the company under the corporate name "Hellenic Telecommunications
Organization SA" (OTE S.A. or the Company)  with registered seat in Maroussi,
99 Kifissias Avenue are hereby invited to the 72(nd) Ordinary General
Shareholders' Meeting, (hereinafter the "General Meeting"), on Friday, June
28(th), 2024, at 11:00 (GMT+2 hours), which will meet 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.
In the same way, the persons of par. 1 and 2 of article 127 of Law 4548/2018
may also be present at the General Meeting.

The agenda items are the following:

 

Α. AGENDA ITEMS

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 2023 (1/1/2023-31/12/2023), with the relevant Reports of
the Board of Directors and the Auditors and approval of the annual profits'
distribution.

2.   Submission of the Activities Report of the OTE Audit Committee for the
year 2023.

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
2023 (1/1/2023-31/12/2023) and exoneration of the Auditors for the fiscal year
2023 (1/1/2023-31/12/2023), pursuant to article 117 par. 1(c) of Law
4548/2018.

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 2024
(1/1/2024-31/12/2024).

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 2023
(1/1/2023-31/12/2023). 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 2024 and
pre-approval for their payment until the Ordinary (Annual) General Meeting of
the Shareholders which will take place within 2025 and will finally determine
them.

6.   Approval of the variable remuneration of the executive members of the
Board of Directors for the fiscal year 2023 (1/1/2023-31/12/2023).

7.   Remuneration Report for the members of the Board of Directors for the
fiscal year 2023, according to article 112 of Law 4548/2018.

8.   Approval of the new Remuneration Policy for the members of the Board of
Directors of OTE S.A. with effect from 01.07.2024, in accordance with articles
110 and 111 of Law 4548/2018.

9.   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
31/12/2024 until 31/12/2025 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.

10. Approval of the cancellation of five million, three hundred eight
thousand, four hundred forty (5,308,440) 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 fifteen
million, twenty two thousand, eight hundred eighty five Euros and twenty cents
(€15,022,885.20), according to article 49 of Law 4548/2018 and the
subsequent amendment of article 5 (Share Capital) of the Company's Articles of
Incorporation.

11. Election of a new Board of Directors and Appointment of independent
members, pursuant to the relevant provisions of Law 4706/2020.

12. Definition of the type, composition (number of members and their
capacities) and tenure of the Audit Committee.

13. 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 2023 which fall under
article 99 of Law Ν.4548/2018 (related party transactions).

14. 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.

15. Miscellaneous announcements.

 

Β. REPETITIVE GENERAL MEETING

In case the quorum, as required by the law for the 72nd Ordinary General
Meeting of June 28, 2024 to decide upon any of the items on the Agenda, is not
achieved, the Repetitive General Meeting shall be held on Friday, July 12,
2024, at 18:00 (GMT+2 hours), without the publishing of a new invitation, and
convene under the same way. The items of the Agenda of the potential
Repetitive (or adjourned) Ordinary General Meeting shall be the same as
mentioned in the attached document, with the exception of those items for
which a decision will have been duly made at the initial meeting of June
28(th) 2024.

Pursuant to articles 121, 123, 124 par. 6 and 128 of Law 4548/2018, the
Company informs the shareholders on the following:

C. PARTICIPATION AND VOTING RIGHTS

Shareholders having the right to participate and vote in the Ordinary General
Meeting dated June 28(th), 2024, as well as in the Repetitive General Meeting
dated July 12(th) 2024 are those registered in the electronic registry of the
Dematerialized Securities System ("DSS") of the company "Hellenic Central
Securities Depository" (ATHEXCSD) or those identified as such through
registered intermediaries or other intermediaries, in line with the
legislative provisions (L. 4548/2018, L. 4706/2020 and Regulation (EU)
2018/1212) as well as the Rulebook of the Hellenic Central Securities
Depository, at the opening of the fifth day prior to the date of the Ordinary
General Meeting, i.e. on June 23(rd), 2024 (Record Date).

The shareholder status on the Record Date is verified by any means and in any
case through the direct electronic linkup of the Company with the records of
the Dematerialized Securities System ("DSS") or through the intermediaries in
line with the above provisions. Shareholders may participate in the Ordinary
General Meeting through confirmations or notices of Articles 5 and 6 of
Regulation (EU) 2018/1212, which are provided by the intermediary, except if
the General Meeting refuses said participation for good reason justifying this
refusal in accordance with the applicable provisions (art. 19 par.1 L.
4569/2018, art. 124 of L. 4548/2018).

The shareholders or intermediaries are entitled to participate and exercise
voting rights in the General Meeting under the following ways:

1.     Remote participation by teleconference and voting in real time
(par. D)

2.     Participation in the voting process before the general meeting
-postal vote (par. E)

3.     Participation in the voting process with physical presence (par.F)

D. REMOTE PARTICIPATION BY TELECONFERENCE AND VOTE AT THE GENERAL MEETING IN
REAL TIME

The General Meeting or any Repetitive Meeting will take place remotely, in
real-time by teleconference, through the electronic platform "AXIA
e-Shareholders Meeting" (https://axia.athexgroup.gr) that has been developed
by the Athens Exchange Group.The internet platform is provided by the company
"Hellenic Central Securities Depository S.A." while the Zoom Meetings service
is used for the teleconference by Zoom Video Communications Inc.

In order for a shareholder or proxy to create an account in the internet
platform above, a valid electronic mail (email) account and a mobile telephone
number are required by the shareholder or proxy.

If, upon accessing the electronic platform, the above information entered by
the shareholder do not match the information as registered in the
Dematerialized Securities System or the identification information provided to
the Company by ATHEXCSD or through the intermediaries, the shareholder must
provide or update the information above, in order to create the account.

To this purpose, shareholders are requested to contact without delay the DSS
Participant of the Securities Account or any other intermediary acting as
their custodian for their shares, in order to provide them with a valid e-mail
address and mobile telephone number for the purpose of their identification.

For any questions and instructions, shareholders may contact the Investor
Relations Department of the Company, as follows:

 

 iroffice@ote.gr (mailto:iroffice@ote.gr)  +30 210 6117364
                                           +30 210 6332342
                                           +30 210 6118190

Furthermore, starting with the publication of the present and until the end of
the General Meeting, information and support will be provided to the
shareholders and their representatives, on matters related to the conduct of
the General Meeting through the "AXIA e-Shareholders Meeting"
(https://axia.athexgroup.gr)  (e.g. connection, voting, etc.):

 

 +30 210 3366426
 AXIAeShareholdersMeeting@athexgroup.gr

On the date of the General Meeting, in order to participate in the
proceedings, the Shareholders must timely connect through the Internet
Platform, at least fifteen minutes (15') before the start time of the General
Meeting and declare the number of voting rights by which they will participate
and vote at the General Meeting, and whether they wish to modify them (to a
lower number).

The shareholders, through the platform, will be able to vote during the
General Meeting on the agenda items and receive information on the recording
of their vote.

The shareholders or the proxy after connecting to the platform will be able to
attend the General Meeting by teleconference, take the floor and address the
General Meeting, by activating the Zoom application, through the link sent
through mail.

E. PROCEDURE FOR REMOTE PARTICIPATION IN THE VOTE BEFORE THE GENERAL MEETING
(POSTAL VOTE)

Shareholders or their proxies can vote before the General Meeting in one of
the following three (3) ways (article 126, L.4548/2018):

a) by filling in and submitting the "Postal Vote document" with the signature
authenticated at iroffice@ote.gr (mailto:iroffice@ote.gr) , available on
website at
https://www.cosmote.gr/cs/otegroup/en/genikh_syneleysh_metoxwn_ote.html
(https://www.cosmote.gr/cs/otegroup/en/genikh_syneleysh_metoxwn_ote.html)

The postal vote must be either authenticated signed or digitally signed by
using a recognized digital signature (qualified certificate) by the proxy or
the shareholder.

Alternatively, the postal vote can be sent at Investor Relations Department of
the Company at Maroussi, 99 Kifissias Avenue, Floor Office 2B7L, PO Box 15124.

In both cases the Postal Vote document should be received by the Company at
least twenty-four (24) hours before the date of the General Meeting (i.e. the
latest by 11:00 GMT+2 hours on 27.06.2024) and in case of Repetitive General
Meeting by 18:00 GMT+2 hours on 11.07.2024.

In case of Repetitive General Meeting, new "Postal Vote document" should be
filled in and sent as provided by the Company, for the agenda items where no
decision was taken at the meeting of 28.06.2024.

b) through the electronic platform "AXIA e-Shareholders Meeting"
(https://axia.athexgroup.gr) , in which they have previously created an
account and have successfully registered as described in D. above, during the
time period from Tuesday  25.06.2024 and 11:00 (GMT+2 hours) and until
twenty-four (24) hours before the date of the General Meeting (i.e. the latest
by 11:00 GMT+2 hours on 27.06.2024). In case of Repetitive General Meeting,
during the time period from 8.07.2024 at 18.00 (GMT+2 hours) and until
twenty-four (24) hours before the date of the Repetitive General Meeting (i.e.
the latest by 18:00 GMT +2 hours on 11.07.2024).

c) by participating based on confirmations or notifications provided by
intermediaries under articles 5 and 6 of Regulation (EU) 2018/1212.

Shareholders that vote as above before the General Meeting are counted to form
the quorum and majority, provided that the votes have been received by the
Company by 11:00 on 27.06.2024 at the latest and in case of Repetitive General
Meeting by 18.00 on 11.07.2024.

The postal vote may be recalled by the same means, as it has been casted,
i.e.:

 

(a)        In case the vote has been casted by use of the Postal Vote
Document, it may be revoked if the shareholder or their proxy, as the case may
be, send a new Postal Vote Document the latest twenty four (24) hrs before the
General Meeting, i.e. the latest by 11:00 GMT+2 hours of 27th June 2024 for
the initial General Meeting.

(b)        In case of Repetitive General Meeting on 12.07.2024, the
latest by 18:00 GMT +2 hours on 11.07.2024

(c)        In case the vote has been casted through the electronic
platform, it may be revoked through the electronic platform up until the start
of the General Meeting.

In addition, shareholders are asked to confirm that the "Postal Vote document"
is successfully sent and received by the Company.

F. PROCEDURE FOR PARTICIPATING IN THE VOTE WITH PHYSICAL PRESENCE

For shareholders who wish to participate in person or by proxy, with physical
presence in the voting on the agenda items of the General Meeting (or any
Repetitive thereof) with registered seat in Maroussi, 99 Kifissias Avenue, the
use of identity card is necessary.

G. PROCEDURE FOR PARTICIPATION AND VOTING BY PROXY

I. OTE S.A. shareholders may participate in the General Meeting and may vote
either in person or by proxy.

Each shareholder may appoint up to three (3) proxies. If a shareholder has
shares in more than one securities' account, the above limitation shall not
prevent the shareholder from appointing different proxies as regards shares
held in each securities' account, regarding the General Meeting.

If the shareholder appoints more than one natural persons as proxies, the
shareholder should define whether the proxies are acting jointly or
individually. In the second case, the number of shares that each proxy
represents should be defined.

The shareholder may appoint a proxy for only one general meeting or for as
many meetings taking place during a specified period. The proxy appointment is
freely revoked.

The proxy votes according to the shareholder's instructions, if such exist,
and is obliged to keep the records of the voting instructions for at least one
(1) year from the General Meeting or in case of adjournment, from the last
repetitive Meeting, when the proxy was used.

Non-compliance by the proxy with the instructions received does not affect the
validity of the resolutions of the General Meeting even if the proxy's vote
was crucial in the decision making.

The proxy is obliged to disclose to the Company, before the commencement of
the General Meeting, any fact which might be useful to the shareholders in
assessing whether the proxy might pursue any interest other than the interest
of the represented shareholder. A conflict of interest within this context may
in particular arise where the proxy:

(i)         Is a controlling shareholder of the Company, or another
entity controlled by such shareholder;

(ii)         Is a member of the Board of Directors or the management
of the Company, or of a controlling shareholder or an entity controlled by
such shareholder;

(iii)        Is an employee or an auditor of the Company, or of a
controlling shareholder or of an entity controlled by such shareholder;

(iv)        Is a spouse or close relative (of 1st degree) of a natural
person referred to in points (i) to (iii).

The appointment and the revocation of the appointment or replacement of a
proxy shall be made in writing and shall be communicated to the Company by one
of the following ways, at least forty-eight (48) hours prior to the date of
the General Meeting (the latest by 11:00 GMT+2 hours on 26.06.2024).

II. Specifically for the shareholder participation at the General Meeting of
28th June 2024 by proxy, the shareholders or the DSS Participant of the
Securities Account or another intermediary acting as custodian for the
shareholder's shares may appoint up to one (1) proxy, according to the
aforementioned deadline (E.)

The proxy form is available on the company website
https://www.cosmote.gr/cs/otegroup/en/genikh_syneleysh_metoxwn_ote.html
(https://www.cosmote.gr/cs/otegroup/en/genikh_syneleysh_metoxwn_ote.html) This
form is also  available to shareholders in hard copy at the Investor
Relations Department of the Company (99 Kifissias Ave., Maroussi, Floor Office
2B7L).

In the proxy form, the shareholder must fill in the name and surname, address,
ID or passport number, e-mail address and mobile phone number of the proxy.
Upon receipt of the information above by the Company, and based on the e-mail
address and mobile telephone of the proxy, as declared in the proxy form, the
Company creates an account for the proxy on the electronic platform "AXIA
e-Shareholders Meeting" (https://axia.athexgroup.gr) ; the proxy is informed
by e-mail in order to activate the account and be able to exercise the rights
of the shareholder in accordance with the Invitation of the General Meeting.

The shareholder (or the shareholder's representative in case of a legal
entity) must fill in and sign the proxy form and have the signature
authenticated or digitally signed by using a recognized digital signature
(qualified certificate) and send via email at  ir@office@ote.gr

Alternatively, the form can be sent to OTE Group Investor Relations at 99
Kifissias Ave., PO Box 15124, Maroussi, Office 2B7L.

The proxy form must reach the Company the latest 48hs before the General
Meeting, i.e. the latest by 11:00 GMT+2 hours on 26/06/2024.

III. In case of a Repetitive (or any adjourned) meeting, the shareholder who
wishes for the first time to appoint a proxy other than the one appointed for
the initial meeting, has to revoke the latter and appoint a new proxy, by
making use of the Proxy Revocation Form and appoint a new proxy, following the
same procedure as per II above within the aforementioned time limits, i.e. the
latest 48hs before the Repetitive General Meeting, i.e. by 18:00 GMT+2 hours
of 10(th) July, 2024. In case a shareholder wishes to participate solely to
the Repetitive (or any adjourned) meeting, the form must make reference to the
specific meeting and the mandates should refer only to the agenda items on
which no resolution has been reached at the initial session of the General
Meeting.

IV. In each of the above mentioned cases, the shareholders are requested to
ensure the successful dispatch of the forms and receipt thereof by the
Company, and may for this purpose call the above telephones (OTE Group
Investors Relations Department).

H. MINORITY SHAREHOLDERS RIGHTS

Pursuant to articles 122,123 & 141 of Law 4548/2018, shareholders have the
following rights:

a.       Shareholders representing 1/20 of the paid-up share capital may
request from the Board of Directors of the Company to include in the General
Meeting agenda additional items, provided that the relevant request is
communicated to the Board at least fifteen (15) days prior to the General
Meeting, i.e. until 13(th) June 2024 for the initial General Meeting. The
request for an additional item on the agenda must be accompanied by a
justification or a draft resolution to be adopted in the General Meeting. The
revised agenda is made available in the same manner as the previous agenda
thirteen (13) days prior to the General Meeting, and at the same time, it is
made available to the shareholders on the Company's website, together with the
justification or the draft resolution that had been submitted by the
shareholders. If the additional items are not released, the shareholders are
entitled to request a postponement of the General Meeting and proceed by
themselves to the publication, seven (7) days prior to the General Meeting, at
Company's expenses.

b.       Shareholders representing 1/20 of the paid-up share capital may
submit draft resolutions for items included in the initial or revised agenda
of the General Meeting. The relevant request is communicated to the Board of
Directors at least seven (7) days prior to the date of the General Meeting,
i.e. until 21(st) June 2024 for the initial General Meeting and 5(th) July
2024 for the Repetitive General Meeting, and the draft resolutions are made
available to the shareholders, at least six (6) days prior to the date of the
General Meeting.

It is noted that the Board of Directors is neither obliged to include
additional items on the agenda of the General Meeting, nor to release them
along with any justification or/and draft resolutions submitted by the
shareholders, as described below in paragraphs (a) and (b), respectively, if
their content is obviously in breach of the law and in contrast to the moral
principles.

c.       Following the request of any shareholder, communicated to the
Company at least five (5) full days prior to the General Meeting, i.e. until
22(nd) June 2024 for the initial General Meeting and 6(th) July 2024 for the
Repetitive General Meeting, the Board of Directors must provide to the General
Meeting, the requested, specific information with respect to the Company's
affairs, in so far as this information is useful for the actual assessment of
the items on the agenda. There is no obligation to provide information, if the
relevant information is already available on the Company's website.

d.       Following a request of shareholders representing 1/10 of the
paid-up share capital which is communicated to the Company at least five (5)
full days prior to the General Meeting, i.e. until 22(nd) June 2024 for the
initial General Meeting and 6(th) July 2024 for the Repetitive General
Meeting, the Board of Directors must provide to the General Meeting
information with respect to the course of the Company affairs and the
financial situation of the Company.

In the aforementioned cases (c) and (d), the Board of Directors may decline to
provide this information on a very significant reason, which must be mentioned
in the minutes. As a very significant reason, could be recognised at hoc, the
representation of the applicant shareholders at the Board of Directors,
according to articles 79 or 80 of the Law 4548/2018, provided that the
relevant members of the Board of Directors have received the necessary
information.

I. AVAILABLE DOCUMENTS AND INFORMATION

The current invitation, any documents to be submitted to the General Meeting,
the draft resolutions, the proxy forms, for the appointment of representative,
the postal vote document and any other information as stipulated in Article
123, paragraph 3, of Law 4548/2018 and Article 18, paragraph 1, of Law
4706/2020, are on Company's website
https://www.cosmote.gr/cs/otegroup/en/genikh_syneleysh_metoxwn_ote.html
(https://www.cosmote.gr/cs/otegroup/en/genikh_syneleysh_metoxwn_ote.html) and
will be also available in hard copy at OTE Group Investors Relations
Department (99 Kifissias Ave., Maroussi, Floor Office 2B7L).

 

 

 

MAROUSSI, 07/06/2024

 

 

 

 

 

M. TSAMAZ

CHAIRMAN OF THE BOARD AND CEO

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