ANNOUNCEMENT - 60TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
ANNOUNCEMENT
60th ORDINARY general meeting of shareholders
ATHENS, Greece – June 15, 2012 – Hellenic Telecommunications Organization SA (ASE: HTO, OTC MARKET: HLTOY), the Greek full-service telecommunications provider, today held its 60th Ordinary General Meeting of Shareholders, during which 64.78% of its shareholders were present.
During the meeting, the majority of shareholders approved:
- The Management Report of the Board of Directors, the Audit Report prepared by Certified Auditors on the separate and consolidated financial statements of OTE SA ended on 31/12/2011, including the annual financial statements (both Separate and Consolidated) of 31/12/2011. They also approved the non-distribution of dividend for the fiscal year 2011 based on financial results of fiscal year 2011.
- The exoneration of the members of the Board of Directors and the Auditors of all liability, for the fiscal year 2011, pursuant to article 35 of C.L.2190/1920.
- The remuneration paid to the members of the Board of Directors, the Audit Committee and the Compensation & Human Resources Committee for the fiscal year 2011 and determination of their remuneration for the fiscal year 2012.
- The appointment of PRICEWATERHOUSECOOPERS S.A. as Chartered Auditors for the Ordinary Audit of the Financial Statements of OTE S.A. (both Separate and Consolidated), in accordance with the International Financial Reporting Standards, for the fiscal year 2012 and determination of their fees.
- The continuation of the insurance coverage of OTE Directors & Officers against liabilities incurred in the exercise of their competences, duties and functions by a 5-month extension on the existing contract from 1-8-2012 until 31-12-2012 and assignment of power to sign it.
- The implementation of the Independent Services Agreement of the Managing Director of OTE S.A.
- The terms of Participation Agreements between OTES.A.and its subsidiaries (COSMOTEGreece, ΑΜC, GLOBUL, COSMOTE ROMANIA, ROMTELECOM) on the one hand and BUYINS.A.on the other hand and the relevant powers were assigned.
The Ordinary General Meeting of Shareholders also elected, pursuant to the relevant Articles of the company's Articles of Incorporation a new eleven-member Board of Directors for a three year term, due to the termination of tenure of the existing Board of Directors, and appointed the independent members of the Board of Directors. It is noted that the composition of the Board of Directors remained the same with that of the outgoing Board of Directors.
Following the conclusion of the Ordinary General Meeting of Shareholders, ΟΤΕ's Board of Directors formed into a body corporate as follows:
Michael Tsamaz Chairman / CEO, Executive member
Dimitrios Tzouganatos Vice-Chairman,
Independent Non-Executive member
Klaus Müller Non-Executive member
Kevin Copp Executive member
Claudia Nemat Non-Executive member
Efstathios Anestis Non-Executive member
Nikolaos Karamouzis Non-Executive member
Michael Bletsas Non-Executive/Independent member
Panagiotis Tabourlos Non-Executive/Independent member
Vasileios Fourlis Non-Executive/Independent member
Timotheus Höttges Non-Executive member
The General Meeting of Shareholders also appointed as members of the Audit Committee the independent members of the Board of Directors, Mr. P. Tabourlos, Mr. D. Tzouganatos, Mr.V. Fourlis, who were also members of the Audit Committee during the tenure of the outgoing Board of Directors.