OPAP : Explanatory Report 24th AGM - 25.04.2024

THE 24th ORDINARY GENERAL MEETING DATED APRIL 25, 2024

OF THE SHAREHOLDERS OF THE SOCIETE ANONYME UNDER THE NAME "ORGANIZATION OF FOOTBALL PROGNOSTICS S.A." (the "Company")

G.E.MI. 003823201000

(FINANCIAL YEAR 01/01/2023 - 31/12/2023)

ΕXPLANATORY REPORT - DRAFT RESOLUTIONS- RECOMMENDATION OF OPAP S.A.'s BOARD OF

DIRECTORS TO THE ORDINARY GENERAL MEETING OF SHAREHOLDERS REGARDING THE ITEMS ON

THE DAILY AGENDA

Item 1st: Submission and approval of the Company's Standalone and Consolidated Financial

Statements for the financial year 2023 (01/01/2023 - 31/12/2023) and of the relevant Board of

Directors' and Auditors' Report

(a) The Annual Financial Statements include the standalone and consolidated statement of financial position as of December 31, 2023, the standalone and consolidated statements of comprehensive income, the changes in equity and cash flows for the respective year, a summary of significant accounting policies and methods and other explanatory information and have been prepared in accordance with IFRS.

The above documents form a whole and are audited by the statutory Auditors, in accordance with the stipulations of article 4 of Law 3556/2007, as in force today, in conjunction with Laws 4449/2017 and 4336/2015 and Regulation (EU) 537/2014.

The Annual Financial Statements are drawn up in accordance with the stipulations of the applicable law and show a clear and transparent picture of the Company's asset structure, financial position and fiscal year results.

The Annual Financial Statements were approved by the Board of Directors' decision dated

12.03.2024. They were published on 13.03.2024, within the time limit prescribed by art. 4 par. 1 of law 3556/2007, in accordance with the applicable law and have been posted on the Company's website(https://investors.opap.gr/en/results-and-news/financial-statements/2023), as an integral part of the Annual Financial Report.

(b) The Company's Board of Directors' Management Report to the Ordinary General Meeting of

Shareholders has been prepared in accordance with the stipulations in articles 150, 151, 153 and 154 of Law 4548/2018, in conjunction with paragraphs 6 to 8 of Article 4 of Law 3556/2007 and Article 2 of the Hellenic Capital Market Commission Decision 8/754/14.4.2016, as in force today, and it includes, through a balanced and comprehensive analysis, the true picture of the Company's development and performance, its position, the description of the principal risks and uncertainties that it faces, and corresponds to the size and complexity of the Company. Furthermore, the annual Management Report includes the Corporate Governance Statement as provided for in article 152 of Law 4548/2018.

The Auditors' Report, besides the information specified in article 32 of Law 4449/2017, as in force today, and art. 10 of Regulation (EU) 537/2014, verifies that the content of the annual Management Report of the Board of Directors is in agreement with the Annual Financial Statements of the financial year 2023 (01/01/2023 - 31/12/2023).

The Board of Directors' Management Report was approved by the Board of Directors' decision dated 12.03.2024 and has been posted along with the Auditors' Report, on the Company's website

(https://investors.opap.gr/en/results-and-news/financial-statements/2023), as an integral part of the Annual Financial Report.

Additionally, the relevant Press Release, as well as the annual analyst briefing have both been posted on the Company's website.

The Company's Board of Directors unanimously recommend to the General Meeting of the

Shareholders the approval of the Annual Standalone and Consolidated Financial Statements for the financial year 2023 (01/01/2023 - 31/12/2023) as well as of the relevant Management Report of the Board of Directors and the Auditors' Report.

Item 2nd: Submission of the joint Independent Non-Executive Board Members' report for the year 2023 (non-voting item)

Note: The report of the Independent Non-Executive Members is submitted to the General Meeting in accordance with article 9 of law 4706/2020, as in force, and is a non-voting item.

The Independent Non-Executive Board Members submit to the General Meeting of Shareholders their joint report for the year 2023, in accordance with the relevant provision of Law 4706/2020 (article 9 par. 5). The report is available on the Company's webpage(https://investors.opap.gr/).

Item 3rd: Submission of the annual Activity Report of the Audit Committee for the year 2023 (non-voting item)

Note: The Activity Report of the Audit Committee for the year 2023 is submitted to the General Meeting in accordance with article 44 of law 4449/2017, as in force, and is a non-voting item.

The Audit Committee Chair submits to the General Meeting of Shareholders, on behalf of the Audit Committee, the Annual Activity Report of the Committee for the year 2023, according to article 44 par.1, indent i), of Law 4449/2017. The relevant Annual Report on the activities of the Audit Committee for the year 2023 was published as part of the Annual Financial Report of the Company and is available on the Company's webpage(https://investors.opap.gr/en/results-and-news/financial-statements/2023), part II. "Board of Directors' Report", section 6. "Corporate Governance Statement" of the Annual Financial Report 2023 ("Report of the Audit Committee",

pages 61-65).

Item 4th: Approval of the overall management of the Company and discharge of the Statutory Auditors of the Company for the financial year 2023 (01/01/2023 - 31/12/2023)

The General Meeting of the Shareholders will have to decide upon the approval of the overall management of the Company according to article 108 of Law 4548/2018, as in force, and the discharge of the Statutory Auditors of the Company from any liability for compensation for the financial year 2023 (01/01/2023 - 31/12/2023).

The Company's Board of Directors unanimously recommend to the Shareholders' General Meeting to approve the overall management of the Company according to article 108 of Law 4548/2018, as in force, and the discharge of the Statutory Auditors of the Company from any liability for compensation for the financial year 2023 (01/01/2023 - 31/12/2023).

Item 5th: Election of Auditing Company for the statutory audit of the Company's Standalone and

Consolidated Financial Statements for the financial year 2024 (01/01/2024 - 31/12/2024) and the issuance of the annual tax report

The Board of Directors, upon the recommendation of the Company's Audit Committee in accordance with the specific stipulations of Article 44, par. 3 point f of Law 4449/2017, as in force, unanimously recommends to the General Meeting of the Shareholders the following:

(a) that the statutory audit of the Company's standalone and consolidated financial statements for the financial year 2024 (01/01/2024 - 31/12/2024), as well as the issuance of the annual tax certificate as provided for in article 65A of Law 4987/2022 and Circular No. 1124/18.6.2015 of the General Secretariat of Public Revenue, as amended and in force, are carried out by the auditing company "PricewaterhouseCoopers S.A." (SOEL Reg. no. 113), from which a regular and a substitute auditor will be appointed; and

(b) the remuneration of the above auditing company for the Statutory Audit for the current financial year 2024 (01/01/2024 - 31/12/2024) and the issuance of the Annual Tax Certificate as provided for in 65A of Law 4987/2022 and Circular No. 1124/18.6.2015 of the General Secretariat of Public Revenue, as amended and in force, shall be defined by decision of the Board of Directors of the Company, upon recommendation of the Audit Committee, following an offer from "PricewaterhouseCoopers S.A." (SOEL Reg. no. 113) according to article 18 of Law 2231/1994, as in force, article 29 of Law 4449/2017 and article 4 of Regulation (EU) No 537/2014.

It is noted that "PricewaterhouseCoopers S.A." has been acting as the Company's (and its subsidiaries') statutory auditor for over three consecutive financial years. During the financial year 2023, the fees that "PricewaterhouseCoopers S.A." received from the group for the provision of permissible non-auditing services (non-audit fees) amount to €60,500 representing 5.53% of the average of the fees paid in the last three (3) consecutive financial years (2020-2022) for the statutory audit(s) of the group and, therefore, do not exceed in total the threshold (70%) set by Regulation (EU) No 537/2014.

The Board of Directors unanimously recommends to the Shareholders General Meeting the election of the auditing company "PricewaterhouseCoopers S.A." (SOEL Reg. no. 113) for the statutory audit of the Company's Standalone and Consolidated Financial Statements for the financial year 2024

(01/01/2024 - 31/12/2024) and the issuance of the annual tax report.

Item 6th: Approval of the distribution of Net Profits for the financial year 2023 (01/01/2023 - 31/12/2023)

The profits of the financial year 2023 (01/01/2023 - 31/12/2023) are Euros five hundred thirty seven million one hundred three thousand eight hundred forty nine (€537,103,849) after the deduction of the appropriate income tax.

Τaking into account the Company's profitability, prospects, investment plans and strategic planning, the Company's Board of Directors, recommends to the General Meeting of Shareholders, as per the specific stipulations of articles 158-161 of Law 4548/2018, as currently in force, the distribution to the Shareholders of the Company of the remaining dividend for the financial year 2023 at €0.60 per share on top of the interim dividend of €1.001771387 per share paid in November 2023, i.e. total dividend per share at €1.601771387, as follows:

Therefore, the Board of Directors, unanimously proposes to the General Meeting to distribute as remaining dividend for the financial year 2023 an amount of Euro sixty cents (€0.60) per Company's share and in total a gross amount of Euros two hundred twenty-two million thirty-seven thousand six hundred forty-five (€222,037,645). It is clarified that the proposed remaining dividend of the amount of Euro 0.60€ per share is before withholding the proportionate tax (5% according to articles 61, 62 and 64 of Greek law 4172/2013, as in force) and is paid over and above the amount of €1.001771387 per share that was already distributed to the Shareholders of the Company as interim dividend pursuant to the resolution of the Company's Board of Directors dated 31.08.2023 and paid to the beneficiaries on 09.11.2023. Therefore, the Total Distributed Earnings, proposed for approval by the Ordinary General Meeting for the financial year 2023, amount to €590,270,762, i.e. sum of the total gross of interim dividend paid (€368,233,117) plus total gross remaining dividend to be paid (€222,037,645). The final remaining dividend per share will be upward adjusted to account for the number of treasury shares on the record date, without affecting the total absolute amount allocatedto dividend distribution, since treasury shares are not entitled to dividend payment and the dividend amount corresponding to the treasury shares increases the amount of dividend per share distributable to the remaining shares.

The key dates regarding the distribution of dividend are the following:

• a. Monday 29/04/2024: ex-dividend date (namely the date from which the Company's shares are traded on the Athens Exchange without the right to receive dividend),

• b. Tuesday 30/04/2024: dividend beneficiaries record date (namely the date on which beneficiaries of dividend shall be all the registered shareholders in the files of the Company's Dematerialized Securities System), and

• c. Thursday 09/05/2024: FY 2023 (remaining) Dividend Payment date (on which the dividend cash payment shall commence).

The remaining dividend is payable in cash through Piraeus Bank (proposed paying bank); it is also proposed that the necessary authorizations for the implementation of the process are provided to the Company's Board of Directors.

Item 7th: Approval of the distribution of part of the Company's Net Profits of the financial year 2023 (01/01/2023 - 31/12/2023) to Executive Members of the Board of Directors, other senior management personnel and employees of the Company

The Remuneration and Nomination Committee suggested to the Board of Directors the distribution, pursuant to article 34 of the Company's Articles of Association, of part of the Net Profits of the financial year 2023 to the Executive Members of the Board of Directors, other senior management personnel and employees of the Company, due to on target performance, based on the evaluation of their work and according to certain pre-determined performance criteria, in accordance with the Company's Remuneration Policy and Opap Compensation & Benefits Policy.

It should be noticed that in recent years the Company's focus in regard to policy of bonus and reward schemes has shifted towards schemes that build incentives via specific key performance indicators

("KPIs"). Established criteria include quantitative benchmarking based on the overall Company performance, taking into account key profitability metrics. Qualitative criteria also applied, focusing on managerial skills, as well as on the training & development of the working teams, the project deliveries, the external communication, etc.

As such, the Board of Directors, following the recommendation of the Company's Remuneration and

Nomination Committee, and after taking into consideration the financial results for the financial year 2023, recommends1 the distribution of a total amount of up to Euros four million nine hundred twenty-eight thousand (€4,928,000) out of the Net Profits of the financial year 2023 of the Company to Executive Members of the Board Directors, other senior management personnel and employees of the Company in job band levels below C-2 to and including band 'Team Leaders/Senior Specialists', which are eligible to bonus payment based on the evaluation of their work according to certain pre-determined performance criteria, in accordance with the Remuneration Policy and Opap Compensation & Benefits Policy. Therefore, the Board of Directors proposes to the Ordinary General Meeting of the Shareholders to approve the distribution of part of the Net Profits of the financial year 2023 of the Company to Executive Members of the Board of Directors and other senior management personnel and employees of the Company in job band levels below C-2 to and including band 'Team Leaders/Senior Specialists', in accordance with the following terms and conditions:

• ➢ Term of the Appraisal Period for the Assessment of Targets: FY 2023

• ➢ Eligible persons: The eligible beneficiaries as approved by the Remuneration and Nomination

  Committee and the Company's Board of Directors are individuals, including the Executive

  Members of the Board of Directors, other senior management personnel and employees of the Company in job band levels below C-2 to and including band 'Team Leaders/Senior Specialists'.

• ➢ Maximum amount of the Company's Net Profits to be given as reward: Up to Euros four million nine hundred twenty-eight thousand (€4,928,000)

• ➢ Pre-set performance targets relate to personal performance criteria based on the principles set by the Remuneration and Nomination Committee and in accordance with the Remuneration Policy and Opap Compensation & Benefits Policy.

• ➢ Final Company target fulfillment: 96.4%

• ➢ Final bonus payout: 87%

The Company's Board of Directors proposes to the Ordinary General Meeting of the Company's

Shareholders to approve the distribution of part of the Company's Net Profits of the financial year 2023 to the Executive Members of the Company's Board of Directors, other senior management

1 It is noted that the Executive Chairman of the Board of Directors, Mr. Kamil Ziegler, the CEO, Mr. Jan Karas and the CFO and Executive Board Member, Mr. Pavel Mucha abstained from the voting of this agenda item.

personnel and employees of the Company in job band levels below C-2 to and including band 'Team Leaders/Senior Specialists' according to the terms and conditions mentioned above.

Provided that the Ordinary General Meeting of the Company's Shareholders grants its approval according to the above mentioned, the final individual allocation of amount to each eligible person will be administered, decided and implemented by the competent corporate bodies (Remuneration and Nomination Committee, Board of Directors) in accordance with the applicable legislation, the abovementioned terms and conditions and the Company's rules and procedures, taking into consideration the relevant distributable amount to be approved by the Ordinary General Meeting of the Company's Shareholders, the eligible persons and respective evaluation of their work according to certain performance criteria.

It is noted that the remuneration and benefits of the Executive Board Members of the Company in accordance with the Company's Remuneration policy are being fully and in detail disclosed in the Remuneration Report evidencing Company's commitment to transparency and openness.

Item 8th: Submission for discussion and voting of the Remuneration Report of the Board of Directors for the financial year 2023 (01/01/2023 - 31/12/2023)

Note: Pursuant to paragraph 3 of article 112 of Law 4548/2018 the Remuneration Report is submitted to the Shareholders of the Company strictly for advisory voting.

The Shareholders of the Company are advised that according to article 112 of Law 4548/2018, as in force, the Board of Directors of the Company must draft and publish a remuneration report providing a comprehensive overview in a clear and comprehensible form of the total remuneration received by the members of the Board of Directors in the financial year 2023 by virtue of the Remuneration Policy in force during the financial year in question.

The remuneration report of the Company for the financial year 2023 has been prepared on the basis of assumptions and principles contained in the Company's Remuneration Policy being in force during the reference period, which is available in the following link at the Company's websitehttps://investors.opap.gr/en/governance/codes-and-policies/remunaration-policy.It concerns the remuneration of the executive and non-executive members of the Board of Directors of the Company for the financial year 2023 and contains all required information under article 112 of Law 4548/2018, as in force.

More specifically, the Remuneration Report includes all information on remuneration that both executive and non-executive members of the Board of Directors received by all OPAP Group companies during the financial year 2023. Remuneration consists of fixed elements (base salary andfringe benefits for executive members and fees from participation in Board and Committees meetings for all members) and variable elements (annual bonus, Long-Term Incentive Scheme). In addition to the above-mentioned the Remuneration Report of the Company for the financial year 2023 contains a breakdown of the overall remuneration per category of fixed or variable element. Furthermore, the Remuneration Report depicts the annual change of the last five financial years in the remuneration of members of the Board of Directors, in the performance of the Company as well as in the average remuneration of the Company's employees, except the executive members of the Board of Directors, in full-time equivalent. There have been no derogations or deviations from the Company's Remuneration Policy during the financial year 2023.

It is noted that the Company's statutory auditors have confirmed that the Remuneration Report contains the required information of article 112 of Law 4548/2018.

Following approval of the Remuneration Report for the financial year 2023 by the Board of Directors of the Company on 27/03/2024 and the unanimous proposal of the Board of Directors upon relevant recommendation of the Remuneration and Nomination Committee of the Company, the Remuneration Report under article 112 of Law 4548/2018 (available to the shareholders on the Company's website at the following linkhttps://investors.opap.gr/) is submitted to the General Meeting for discussion and voting strictly on an advisory basis. The Board of Directors shall explain in the next remuneration report how the result of the vote by the ordinary general assembly meeting has been taken into account.

Item 9th: Share capital increase by the amount of €92,515,685.25 through capitalization of equal amount from the share premium account

The Board of Directors by virtue of its resolutions dated 12/03/2024 and 27/03/2024 proposes to the

Shareholders' General Meeting a share capital increase by the amount of Euros ninety-two million five hundred fifteen thousand six hundred eighty-five and twenty-five cents (€92,515,685.25) through capitalization of equal amount from the share premium account with a corresponding increase in the nominal value of each share by €0.25. Following the above increase, the Company's share capital shall amount to Euros two hundred three million five hundred thirty-four thousand five hundred seven and fifty-five cents (€203,534,507.55), divided into three hundred seventy million sixty-two thousand seven hundred forty-one (370,062,741) registered shares, with a nominal value of € 0.55 each.

It is noted that the above share premium account currently amounts to €105,482,143.08 and following the proposed share capital increase it shall be reduced by the corresponding share capital increase amount.

The proposed share capital increase, in combination with the subsequent capital decrease proposed under Item 10 is intended to provide the shareholders with additional remuneration.

It is highlighted that the corporate actions (under items 9 & 10) result in NO dilution for the existing shareholders.

Item 10th: Share capital decrease by the amount of €92,515,685.25 and capital return to shareholders

The Board of Directors, by virtue of its resolutions dated 12/03/2024 and 27/03/2024, proposes to the Shareholders' General Meeting a share capital decrease by the amount of Euros ninety-two million five hundred fifteen thousand six hundred eighty-five and twenty-five cents (€92,515,685.25) via decrease of the nominal value of each share by €0.25, with equal capital return in cash to the shareholders (Capital Return €0.25 per share minus tax deduction, if any). Following the above decrease, the Company's share capital shall amount to Euros one hundred eleven million eighteen thousand eight hundred twenty-two euro and thirty cents (€111,018,822.30), divided into three hundred seventy million sixty-two thousand seven hundred forty-one (370,062,741) registered shares, with a nominal value of €0.30 each.

The proposed decrease and the new share capital resulting from it are sufficient to allow the Company to carry out its strategy, meet its obligations to its creditors and continue its smooth operation.

The key dates regarding the share capital return are the following:

a. Tuesday 25/06/2024: ex-rights date (namely the date from which the Company's shares are traded on the Athens Exchange without the right to receive share capital return),

b. Wednesday 26/06/2024: share capital return beneficiaries record date (namely the date on which beneficiaries of the capital return shall be all the registered shareholders in the files of the Company's Dematerialized Securities System), and

c. any).

Monday 01/07/2024: capital return payment date (€0.25 per share minus tax deduction, if

10

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OPAP SA - Greek Organisation of Football Prognostics published this content on 02 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 April 2024 14:19:06 UTC.