Role and Responsibilities

According to Law 2190/1920, as currently in force, and the company’s Articles of Incorporation, the General Assembly of Shareholders is the foremost body of the company and has the right to resolve upon all matters concerning the company, unless otherwise specified in the Articles of Incorporation.

Invitation to the General Assembly of Shareholders

The General Assembly of Shareholders is convoked by the Board of Directors, at least once a year, and in any case always within the first six months, as of the expiry of every fiscal year, when also the annual financial statements are approved and when the chartered auditors, as well as the members of the Board of Directors, are absolved from any potential indemnity. The Board of Directors may convoke the General Assembly of Shareholders in an extraordinary assembly if deemed necessary. According to Law 2190/1920, as currently in force, as well as the company’s Articles of Incorporation, the invitation to the General Meeting of Shareholders is published in the Official Government Gazette 10 days before and in a political, financial and local newspaper 20 days before. According to Law 3884/2010 the invitation to the General Meeting of Shareholders may be published in paper form  in a form of summary with specific information and a reference to the company’s website, where the full text of the invitation is available. In addition, the invitation to the General Meeting of Shareholders is published, according to Board of Directors’s judgement, in electronic means of national and european range. In the event of repetition of the General Assemblies of Shareholders, the time restrictions are  reduced by half and no additional announcement is required, provided that the date and venue of a potential adjourned meeting are stated in the initial invitation and that at least 10 full days are mediated between the cancelled and the repeated General Assembly of Shareholders

Participation in the General Assembly of Shareholders

In the General Assembly of Shareholders may participate, either in present or with representative, shareholders, who owned shares during the record date, according to Law 3884/2010. Specifically, the capacity of the shareholder must be in force during the commencement of the fifth day before the day of the General Assembly of Shareholders (record date). In case of repeated General Assembly of Shareholders the capacity of the shareholder must be in force during the commencement of the fourth day before the day of the repeated General Assembly of Shareholders (record date of repeated General Assembly of Shareholders). One share provides the right for one vote.

Resolutions of the General Assembly of Shareholders

The General Assembly of Shareholders is in quorum and convenes validly on the issues of the agenda when 1/5 of its paid-in share capital is present  or represented, except for issues specified explicitly in the company’s Articles of Association, when 2/3  its paid-in share capital should be present or represented. In absence of a quorum, the General Assembly of Shareholders is adjourned within 20 days. On issues that may be resolved by simple quorumm the adgourned General Assembly of Shareholders convenes validly, irrespective of the present or represented share capital. For issues that require a special quorum, at least ½ of the company’s share capital must be present or represented, otherwise the General Assembly of Shareholders is adjourned again, in which case 1/5 of the company’s share capital must be present or represented. Below are mentionned some indicative types of resolutions of General Assembly of Shareholders, which require special quorum (2/3 of the company’s share capital must be present or represented):
• Change of nationality
• Change of the company’s object
• Increase of shareholders’ liabilities
• Increase share capital not foreseen in the Articles of Association, according to articcle 13, par 1 or 2 Law 2190/1920, as currently in force, unless it is required by Law or is a result  of  reserved capital
• Decrease of share capital, unless it  concerns a purchase
• Change of profit allocation
• Merger, break-up, conversion, revival, extension of company’s lifetime or dissolution of the company

Information for the Shareholders

In the table above shareholders can find information for the General Assemblies of OTE