In accordance with Law 4548/2018, as in force, and the Company’s Articles of Association, the General Meeting of Shareholders (General Meeting) is Company’s supreme body and has the right to decide on all matters concerning OTE, unless otherwise specified by the Law or the Articles of Association. The General Meeting elects and removes the members of the Board of Directors.
Rights of Minority Shareholders and how they are exercised
Every OTE shareholder has the right to participate and vote in the Company’s General Meeting. Each fully paid share provides the right to one vote. Shareholder capacity is acquired and proven in accordance with the provisions of Law 4548/2018 and Law 4569/2018.
Convening the Meeting - Invitations
The General Meeting is convened by the Board of Directors, in accordance with the law, and necessarily meets at the registered seat of OTE or the region of another municipality within the prefecture of the company seat, or another municipality neighboring the company seat or within the territory of the Municipality of the registered seat of the Athens Exchange, at least once during each fiscal year, and the latest until the tenth (10th) calendar day of the ninth month following the end of the corporate financial year, in order to approve the annual Financial Statements and the appointment of audit firm (Ordinary General Meeting). The Board of Directors may also convene the General Meeting at an extraordinary meeting, whenever deemed necessary (Extraordinary General Meeting).
The invitation for the General Meeting, including the information as provided for by Law (place, date, time, agenda items, etc.), is posted on the General Business Registry (GEMI) website as well as on the Company’s website 20 full days before the Meeting takes place. At the same time, since OTE is a company with shares listed on a regulated market, the rest of the information and documents required by Law are also published on the company’s website. In case of Repeat General Meeting, no new invitation is required, provided that the original invitation specifies the place and time of the Repeat Meeting and that there are at least 5 days between the canceled Meeting and the Repeat.
The General Meeting has a quorum, and validly meets to decide on the items of the agenda when 1/5 of the paid-up share capital is present or represented (regular quorum). Ιn the case of decisions relating to issues defined by Law and in the Company's Articles of Association (e.g. merger or dissolution of the Company, increase or decrease of the share capital), an extraordinary quorum is required, that is, the presence or representation of 2/3 of the paid-up share capital. If the required quorum is not achieved, the General Meeting meets again at a Repeat Meeting within 20 days from the initial meeting, and in the case of regular quorum, meets validly regardless of the percentage of paid-up share capital present or represented at it, and in the case of an extraordinary quorum1/5 of the paid-up share capital must be present or represented at the Meeting.
The decisions are made, in the case of items requiring of a regular quorum, by the absolute majority of the votes represented at the General Meeting, while in the case of items requiring of an extraordinary quorum, by a majority of the 2/3 of the votes represented at the General Meeting.
The minority shareholder rights and the way in which they are exercised are specified in the provisions of Law 4548/2018.