Invitation to the 68th Ordinary General Meeting

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 - (EX. NR. 347/06/B/86/10)

 

 FOR ÔÇÅ 

SIXTY-EIGHTH (68th) ORDINARY GENERAL MEETING

(FISCAL YEAR 01/01/2019-31/12/2019)

 

Pursuant to Law 4548/2018, the Company's Articles of Incorporation, article 33 of the Act of Legislative Content of 20.03.2020 and the resolution of the Board of Directors reached at meeting no. 3113/28-05-2020 (5th agenda item), the Shareholders of the company under the corporate name "Hellenic Telecommunications Organization SA" (OTE S.A. or the Company) are hereby invited to participate by distance in real-time exclusively via teleconference in view of the need to restrict the wide spreading of COVID-19, in the Annual General Shareholders' Meeting, (hereinafter the "General Meeting"), on Wednesady, June 24th, 2020, at 16:00 hours,  By the premises of the OTE Group in the Municipality of Kifissia, at 15 Erimanthou str. (COSMOTE TV PRODUCTIONS SA premises), with the following agenda items:

 

Á. 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 2019 (1/1/2019-31/12/2019), with the relevant Reports of the Board of Directors and the Auditors and approval of the annual profits' distribution.

 

2.  Approval of the Activities Report of the OTE Audit Committee for the year 2019.

 

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 2019 (1/1/2019-31/12/2019)  and exoneration of the Auditors for the fiscal year 2019 (1/1/2019-31/12/2019), 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 2020 (1/1/2020-31/12/2020).

 

5.  Approval of the Remuneration Policy for the members of the Board of Directors of OTE S.A. pursuant to articles 110 and 111 of Law 4548/2018.

 

6.  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 2019 (1/1/2019-31/12/2019), Approval of the variable remuneration of the executive members of the Board of Directors for the fiscal year 2019 (1/1/2019-31/12/2019), 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 2020 (1/1/2020-31/12/2020) and pre-approval for their payment until the Ordinary General Meeting of the Shareholders which will take place within 2021 and will finally determine them.

 

7.  Remuneration Report for the members of the Board of Directors for the fiscal year 2019.

 

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 31/12/2020 until 31/12/2021 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.

 

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 2019 which fall under article 99 of Law Í.4548/2018 (related party transactions).

 

10.     Approval of the adjustment of the Company's Articles of Incorporation to the provisions of Law 4548/2018 ("Reform of the law of Sociétés Anonymes") by  amendment of articles 2, 3, 6, 8-12, 14, 16-18, 20, 21, 23, 24, 27, 29, 31 and 32 thereof.

 

11.     Election of a new Independent non-executive member of the Board of Directors, according to article 4 of Law 3016/2002 as in force, in replacement of a resigned Independent non-executive member.

 

12.     Election of an Independent member of the Audit Committee, pursuant to article 44 of Law 4449/2017.

 

13.     Announcement of the election of new members of the Board of Directors in replacement of resigned members.

 

14.     Miscellaneous announcements.

 

B. REPETITIVE GENERAL MEETING

 

In case the quorum, as required by the law in order for the General Meeting of June 24, 2020, to decide upon any of the items on the Agenda, is not achieved, the Repetitive General Meeting be held on Wednesday, July 8, 2020, at 16.00 hours, at the same place, without the publishing of a new invitation, and convene under the same way, i.e. with the shareholders' participation exclusively by distance through audiovisual or other electronic means, without physical attendance, on condition that it is feasible under the legislation in force. The same will also apply in the event of an adjourned General Meeting, provided that the date of the adjourned Meeting is set on a date by June 30, 2020.

 

In the event that the Repetitive Annual General Meeting is not feasible under the legislation in force to be conducted exclusively by distance, through audiovisual or other electronic means, without physical attendance, , the Repetitive Ordinary General Meeting convene on Wednesday, July 8, 2020, at 16.00 hours, without the publishing of a new invitation, at the OTE S.A. Headquarters,   99, Kifissias Avenue, Maroussi, with the physical attendance of the shareholders at the said place.  Furthermore, subject to the approval of article 18 («Entitled Persons to participate in the General Assembly») of the Company's Articles of Incorporation, the shareholders may also participate in the Repetitive Annual General Meeting by distance in real time, through audiovisual or other electronic means, as per article 125 of Law 4548/2018. The same will also apply in the event of an adjourned Annual General Meeting, provided that the date of the adjourned Meeting is set on a date later than June 30, 2020.

 

The items of the Agenda of the potential Repetitive (or adjourned) Annual 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 24^th 2020..

 

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

 

Any person (natural or legal entity) is entitled to participate and vote in the Meeting, provided that the same is recognised as a shareholder according to the registry of the Dematerialized Securities System of the Central Securities Depository S.A. (managed by the Hellenic Exchanges S.A.), at the beginning of the 5th day before the date of the General Meeting, i.e. on June 19^th, 2020 ("Record Date''- Article 124 par. 6 of Law 4548/2018).

  

The same Record Date is valid for the Repetitive  Meeting, since the time period between the Record Date and the Repetitive Meeting (July 8^th, 2020) does not exceed thirty (30) days. The same Record Date is valid as well in case of adjournment of the General Meeting, provided that the time period between the Record Date and the adjourned Meeting does not exceed thirty (30) days. 

If this is not the case, the person entitled to participate is the one recognised as a shareholder, as per the above mentioned, at the beginning of the 3^rd  day before the date of the adjourned Meeting  (article 124, par. 6 of Law 4548/2018). 

 

It is noted that only persons recognized as shareholders of the Company on the Record Date, are entitled to participate and vote in the General Meeting and the Repetitive Meeting.

 

Each share has one voting right.

 

Proof of qualification as a shareholder can be done by any legal means and according to information sent to the Company by Central Securities Depository S.A. (managed by the Hellenic Exchanges S.A.).

 

The exercise of the above rights does not require blocking of shares or any other procedure that would restrict the possibility of sale and transfer of shares during the period between the Record Date and the General Meeting (or the Repetitive Meeting).

 

Shareholders not complying with the deadline of art. 128 par. 4 of Law 4548/2018, i.e. they have not submitted a proxy form 48 hours prior to the General Meeting, may participate in the Meeting provided that the General Meeting refuses so for a significamt reason which justifies such refusal.

 

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

 

In order for shareholders to participate and vote at the Ordinary General Meeting on 24 June, 2020 or at any Repetitive meetings which will take place remotely, in real-time by teleconference, without their physical presence, they or their proxies must create and use an electronic shareholder account at the electronic platform that has been developed by the Athens Exchange Group to provide remote General Meeting services, in realtime, by teleconference to listed companies on the website https://axia.athexgroup.gr

 

The electronic platform will be provided by the "Cerntal Securites Depository S.A." of ATHEX Group, while for the teleconferemce the WEBEX e-tools by Cisco Hellas SA will be used.

 

In order for the shareholders to participate and vote in the General Meeting (of any Repetitive therof) by distance in real time through teleconference without their physical presence, an account of the shareholder or their proxy must be created on the platform.

 

In order to access the electronic platform a personal computer, a smartphone or a tablet is required, a browser installed, and internet access.

 

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

 

If, on accessing the electronic platform the above information entered by the shareholder does not match the date registered in the Dematerialized Securities System and have been provided to the Company by the Hellenic Central Securities Depository as part of its services to facilitate shareholder identification for remote general meetings which are provided to listed companies in accordance with Decision No 8 of the Hellenic Central Securities Depository, "Services to facilitate shareholder identification in remote general meetings & provision of 2-factor authentication when investors access ATHEXCSD electronic services", shareholders must provide or update the information above, in order to create the account.

 

For this purpose, shareholders are requested to contact without delay the Operator of their Account where the shares of the Company are kept, or any other intermediary, that provides them with custody services for the shares of the Company, as the case may be, in order to notify them or to update their valid email address and mobile telephone number for identification.

 

Further instructions to participate at the General Meeting by teleconference will be posted on the website of the Company .

 

For any questions and for instructions, shareholders may contact the Investor Relations Department of the Company by email at [email protected]/[email protected]/[email protected] or by telephone at +30 210 611 7364/+30 210 6118190 (daily between 09.00 - 17.00).

 

Furthermore, starting with the publication of the present and until the end of the General Meeting, a help desk will operate that will provide information and support shareholders and their representatives at +30210 3366120 or by email at [email protected].

 

Shareholders that will participate at the General Meeting by teleconference in real-time are taken into consideration for the formation of the quorum and majority and will be able to exercise their rights effectively during the General Meeting.

 

More particularly, the shareholders who will have connected to the platform will be able to participate in the General Meeting through teleconference in real time, through a link sent to them by email or made available via the platform. By activating the Cisco Webex application , through thte link, the shareholders will be able to:

 

a) follow the proceedings of the General Meeting with electronic or audiovisual means,

b) take the floor and address the General Meeting orally during the General Meeting,

c) vote in real time during the GM on the matters of the daily agenda,

d) receive information on the recording of their vote.

 

 

E. PROCEDURE FOR REMOTELY PARTICIPATING IN THE VOTE BEFORE THE GENERAL MEETING (POSTAL VOTE)

 

É. In addition, shareholders have the option to participate remotely, in person or by proxy, at the vote on the items of the General Meeting that will take place before the General Meeting, under the conditions of article 126 of Law 4548/2018, as well as the following.

 

Shareholders that wish to participate and vote remotely on the items of the General Meeting that will take place before the General Meeting, can make use of this option:

 

a) Either by exercising the right to vote before the General Meeting through the electronic platform https://axia.athexgroup.gr.in which they have previously created an account and have successfully registered as described in B. above, during the time period from Monday 22.06.2020 and 12.00 hours and until twenty-four (24) hours before the date of the General Meeting (i.e. until 16.00 on 23.06.2020 at the latest).

 

b) Or by completing and sending to the Investor Relations Department of the Company the "Mail vote document" which has been published at https://www.cosmote.gr/cs/otegroup/en/genikh_syneleysh_metoxwn_ote.html

with the signature authenticated, at: Ikarou 1 & Agiou Louka, Paiania,Building C 1^st Floor Office C105, or digitally signed by using a qualified digital signature (qualified certificate) by the proxy or shareholder, via email at [email protected] or [email protected]/[email protected] at least twenty-four (24) hours before the date of the General Meeting (i.e. by 16.00 on 23.06.2020 at the latest).

 

Shareholders that vote as above before the General Meeting are counted to form the quorum and majority, provided that the votes in question have been received by the Company by 16.00 on 23.06.2020 at the latest.

 

ÉÉ. It is noted that shareholders that wish to appoint proxies to participate remotely at the vote on the items of the General Meeting which will take place before the General Meeting, can appoint up to one (1) proxy; the appointment must be made at the latest forty-eight (48) hours before the date of the General Meeting (i.e. by 16.00 on 22.06.2020 at the latest), as specifically described below in F. II.

 

Following this deadline, it will not be possible to participate by proxy in the vote that will take place before the General Meeting.

 

ÉÉÉ. If the quorum, as required by the Law and the Articles of Association in order to decide the whole or part of the original daily agenda, is not obtained during the meeting of 24 June 2020, at the Repetitive General Meeting which will take place on 08.07.2020 at 16.00, the right to vote remotely, by mail vote must be exercised again, by a vote that will take place before the General Meeting, in the following ways:

 

a) Either by exercising again the right to vote before the General Meeting through the electronic platform https://axia.athexgroup.gr. https://axia.athexgroup.gr.in which they have previously created an account and have successfully registered as described in B. above, during the time period from 06.07.2020 at  12.00 hours and until twenty-four (24) hours before the date of the Repetitive General Meeting (i.e. until 16.00 on 07.07.2020 at the latest).

 

b) Or by completing and sending to the Investor Relations Department of the Company a new "Mail vote document" for the items which no decision was taken on 24.06.2020, which will be provided by the Company, with the signature authenticated, at: Ikarou 1 & Agiou Louka, Paiania,Building C 1^st Floor Office C105, or digitally signed by using a qualified  digital signature (qualified certificate) by the proxy or the shareholder, via email at iroffice@ote.gr or [email protected]/[email protected] at least twenty-four (24) hours before the date of the Repetitive General Meeting (i.e. by 16.00 on 07.07.2020 at the latest).

 

Shareholders that vote as above before the General Meeting are counted for the formation of the quorum and majority, provided that the votes in question are received by the Company by 16.00 on 07.07.2020 at the latest.

 

 

ÉV. For the potential Repetitive General Meeting on 08.07.2020, shareholders that had not appointed a proxy for the initial General Meeting, or shareholders that wish to replace the proxy that had been appointed, in order to participate remotely at the vote that will take place before the General Meeting, they can appoint up to one (1) proxy, whose appointment must be made at least forty-eight (48) hours before the date of the General Meeting (i.e. by 16.00 on 06.07.2020 at the latest), as specifically mentioned below in F II.

 

After that date, it will not be possible to participate by proxy at the vote that will take place before the Repetitive General Meeting.

 

For any questions and for instructions, shareholders may contact the Investor Relations Department of the Company by email at [email protected]/[email protected]/[email protected] or by telephone at +30 210 6117364/+30 2106118190 (daily between 09.00 - 17.00).

 

In addition, shareholders are asked to confirm that the "Mail Vote document" is successfully sent and received by the Company, and can, for this purpose, call +30 210 6117364//+30 2106118190  (Investor Relations Department).

 

F. 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.

 

A proxy, acting on behalf of several shareholders may cast votes differently in respect of shares held by each shareholder so represented.

 

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 repititive 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. Shareholders who are not in compliance with the above mentioned deadline, participate in the General Meeting, except if the General Meeting declines the participation for a significant reason justifying its decline.

 

 

II. Specifically for shareholder participation by proxy at the General Meeting on 24 June 2020 (or at the Repetitive Meeting or adjourned Meeting), remotely in real-time by teleconference, or by shareholder participation by proxy at the vote on the items of the General Meeting that will take place before the General Meeting, shareholders or their custodian can appoint up to one (1) proxy, whose appointment must be made at least forty-eight (48) hours before the date of the General Meeting (i.e. by 16.00 on 22.06.2020 at the latest).

 

Upon receipt of the information above by the Company, and based on the email address and mobile telephone of the representative, as declared in the proxy document, the Company creates an account for the proxy on the electronic platform; the proxy is informed by email in order to activate the account in order to exercise the rights of the shareholder in accordance with what is referred to in B. and C. above.

 

The Company has made available documents:

 

a)  Proxy form (with voting instructions) for the participation by proxy in the General Meeting on 24 June 2020 by distance, in real-time, through teleconference.

b) Proxy form (with voting instructions) for the participation by proxy in the voting of the General Meeting of 24 June 2020 that will take place prior to the General Meeting.

These documents are available to shareholders in hard copy at the Investor Relations Department of the Company (Ikarou 1 & Agiou Louka, Paiania, Building C 1st Floor Office C105), and in electronic form on the website of the Company (https://www.cosmote.gr/cs/otegroup/en/genikh_syneleysh_metoxwn_ote.html)

 

In the proxy form, the shareholder must fill in the name and surname, address, ID or passport number, email address and mobile phone number of the proxy. Upon receipt of the information above by the Company, and based on the email 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; the proxy is informed by email 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 validated; the form shall thereafter be sent by mail or courier services to OTE Group Investors Relations Department at Ikarou 1 & Agiou Louka str., 19002 Paiania, Building  C 1st Floor Office C105) or by Fax: 210-6111030 (in this case the originals shall also be sent to the foregoing address in due course).  Alternatively, the shareholders (or representative) must digitally sign the form (by a qualified digital signature or through the ''e-Dilosi'' application of the digital portal of the Digital Policy Ministry ("gov.gr") and send it by mail to the one of the following e-mail addresses: [email protected] or [email protected]/[email protected]

 

The proxy form must reach the Company the latest 48hs before the General Meeting, i.e. by 22/06/2020 and 16:00 hours.

 

Following this deadline:

·    it will not be possible to participate by proxy in the voting that will take place prior to the General Meeting.

·    it will not be possible to participate by proxy in the General Meeting, however the General Meeting may refuse such participation for significant reason justifying such refusal.

 

III. In case of a Repetitive or 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 16:00 hours of 6^th July, 2020. In case a shareholder wishes to participate solely to a Repetitive or 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.

 

Especially for the case of Repetitive General Meeting of the 8^th July, 2020, the shareholders may participate in the General Meeting by the foregoing means, i.e. by distance in the voting prior to the General Meeting and by distance in real time through teleconference, provided that this will be permitted by the Authorities in the context of the coronavirus pandemic. If this is not feasible, the shareholders may submit a "Proxy Form for the participation by proxy with physical presence'', provided that the shareholders' participation by proxy with physical presence is enabled; this proxy form which will be available in hard copy and in electronic form (as mentioned in par.II) and shall be submitted to the Company, completed and signed, the latest 48hs prior to the Repetitive General Meeting, i.e. by 16:00hours of 6^th July, 2020.

IV. In any of the above mentioned cases, the shareholders are requested to ensure the successful dispatch of the forms and receipt thereof by the Company, by following up at: +30 210-6117364/+30 210 6118190.

 

V. In case a shareholder appoints a Bank as proxy for the exercise of his voting rights in the General Meeting, the above-mentioned procedure shall be followed.

 

G. MINORITY SHAREHOLDERS RIGHTS 

According to article 141, paragraphs 2, 3, 6 and 7 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. 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 in line with paragraph 4, article 123 of Law 4548/2018.

If the additional items are not released, the shareholders are entitled to request a postponement of the General Meeting, according to paragraph 5, article 141 of Law 4548/2018 and proceed by themselves to the publication, according to article 122 of Law 4548/2018, 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 and the draft resolutions are made available to the shareholders, in accordance with paragraph 3, article 123 of  4548/2018, 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, the Board of Directors must provide to the General Meeting, the requested, specific information with respect to matters of the Company, in so far as this information is useful for the actual assessment of the items on the agenda. The obligation to provide information does not exist if the relevant information is already available on the Company's website, especially in a question and answer format. In the above case, the Board of Directors may decline to provide information for 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 Law 4548/2018.

In the aforementioned case, the Board of Directors may provide an overall response to requests of shareholders of the same content.

 

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, 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. 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.

 

 

In the aforementioned cases (c) and (d), any doubt/challenge on the reasoning of the decline on behalf of the Board of Directors to provide information, will be settled by the Court, according to judgement issued in the context of interim proceedings. According to this judgement/decision, the Company is obliged to provide the relevant information. The decision cannot be challenged by legal remedies.

 

 

In all the above aforementioned cases, the shareholders who are communicating a request, must provide proof of their qualification as shareholders as well as -with the exception of the first sentence of the above paragraph (c)- the number of shares held by them at the moment of the exercise of the relevant right. The verification of a shareholder's qualification can be done by any legal means and according to information sent by Central Securities Depository S.A. (managed by the Hellenic Exchanges S.A.).

 

 

 

H. AVAILABLE DOCUMENTS AND INFORMATION

From the date of the publication of this invitation up to the date of the General Meeting, the documents and information mentioned in paragraphs 3 & 4, article 123 of Law 4548/2018 -including this invitation, the forms of proxy appointment and/or revocation, the postal vote form, the draft resolutions for the agenda items, the documents to be submitted to the General Meeting as well as further information regarding the exercise of minority rights of paragraphs 2, 3, 6 and 7, article 141 of Law 4548/2018 are available in electronic form on the Company's website: https://www.cosmote.gr/cs/otegroup/en/genikh_syneleysh_metoxwn_ote.html and will also be available in hard copy at the OTE Group Investors Relations Department (Ikarou 1 & Agiou Louka, Paiania,Building C 1^st Floor Office C105).

 

In case, the access to the site for the forms of proxy appointment and/or revocation, is not feasible, for technical reasons, these will be at the above-mentioned locations at the disposal of the shareholders and they can be also sent at Company's expenses to the shareholders.

 

 

MAROUSI, 03/06/2020

 

 

 

 

M. TSAMAZ

CHAIRMAN OF THE BOARD - CEO