OPAP : 2023 Annual Report and Financial Statements

OPAP INVESTMENT LIMITED

FINANCIAL STATEMENTS

For the year ended 31.12.2023

OPAP INVESTMENT LIMITED

FINANCIAL STATEMENTS

For the year ended 31.12.2023

CONTENTS

	Page
Board of Directors and other officers		1
Management report	2	- 4
Independent Auditors' report	5	- 7
Statement of comprehensive income		8
Statement of financial position		9
Statement of changes in equity	10
Statement of cash flows	11
Notes to the financial statements	12	- 37

1

OPAP INVESTMENT LIMITED

BOARD OF DIRECTORS AND OTHER OFFICERS

Board of Directors

Secretary

Independent Auditors

Kamil Ziegler

Jan Karas

Pavel Mucha

Elena Pantziarou

PricewaterhouseCoopers LTD

Certified Public Accountants and Registered Auditors 43 Demostheni Severi avenue

1080 Nicosia Cyprus

Bankers

Registered Office

Piraeus Bank S.A. - Greece

PPF Banka A.S - Czech Republic

Eurobank Ergasias S.A. - Greece

National Bank of Greece S.A. - Cyprus

128-130, Lemesou Avenue 1st Floor 2015,

Nicosia

Cyprus

2

OPAP INVESTMENT LIMITED

MANAGEMENT REPORT

The Board of Directors of OPAP Investment Limited (the ''Company'') presents to the members its Management Report together with the audited financial statements of the Company for the year ended 31.12.2023.

CHANGES IN GROUP STRUCTURE

During the year there were no changes in the structure of the Company.

PRINCIPAL ACTIVITIES

The principal activities of the Company which are unchanged from last year, are the holding of investments and provision of finance.

FINANCIAL RESULTS

The Company's financial results for the year ended 31.12.2023 are set out on page 8 to the financial statements. The Company's dividend income for the year ended 31.12.2023 was € 50.774.630 (2022: € 63.340.799). The net profit for the year attributable to the shareholders of the Company amounted to € 47.107.439 (2022: €270.526.131).

EXAMINATION OF THE DEVELOPMENT, POSITION AND PERFORMANCE OF THE ACTIVITIES OF THE COMPANY

The current financial position as presented in the financial statements is considered satisfactory.

MAIN RISKS AND UNCERTAINTIES

The main risks and uncertainties faced by the Company and the steps taken to manage these risks, are described in Notes 1 and 18 to the financial statements.

USE OF FINANCIAL INSTRUMENTS BY THE COMPANY

The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and regulatory and compliance risk.

CREDIT RISK

The Company's credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as loan receivables and other receivables.

Credit risk is managed on an individual basis. For banks and financial institutions, only independently rated parties with a satisfying credit rating are accepted. If receivables are independently rated, these ratings are used. Otherwise, if there is no independent rating, management assesses the credit quality of the receivable, taking into account its financial position, past experience and other factors.

LIQUIDITY RISK

Management monitors the current liquidity position of the Company based on expected cash flows and expected revenue receipts. On a long-term basis, liquidity risk is defined based on the expected future cash flows at the time of entering into new credit facilities and based on budgeted forecasts. Management believes that it is successful in managing the Company's liquidity risk.

3

OPAP INVESTMENT LIMITED

MANAGEMENT REPORT(continued)

FAIR VALUE INTEREST RATE RISK

The Company's interest rate risk arises from interest-bearing assets, which may expose the Company to fair value interest rate risk if they bear fixed interest rates. On 31.12.2023, the Company's assets which bore fixed interest rates, amounted to € 1.022.652 (2022: € 1.248.344). The Company does not apply hedge accounting for fair value interest rate risk.

FUTURE DEVELOPMENTS

The Board of Directors does not expect major changes in the principal activities of the Company in the foreseeable future.

SHARE CAPITAL

The Company, according to the meeting of its Board of Directors dated 31.08.2023, approved the reduction of the issued share capital by 129.000 shares at a nominal value of € 1 each and a premium of € 999 each, with a total value of € 129.000.000.

The aforementioned amount of € 129.000.000 was distributed to the sole shareholder of the Company, OPAP S.A., on 03.11.2023.

On 31.12.2023 the authorised share capital of the Company was 28.673.350 shares of € 1 each.

DIVIDENDS

The Company, according to its Annual General Meeting ("AGM") approval dated 05.05.2023, declared to distribute a dividend of € 175.000.000 for the year ended 31.12.2022, which was paid on 16.05.2023.

BRANCHES

During the year ended 31.12.2023, the Company did not operate any branches.

BOARD OF DIRECTORS

The members of the Company's Board of Directors as at 31.12.2023 and at the date of this report are presented on page 1. All of them were members of the Board of Directors throughout the year ended 31.12.2023.

According to the Company's Articles of Association, the Board of Directors has the authority to appoint any person as its member, provided that the total number of the members does not exceed the predetermined number as per the existing regulation. All members of the Board continue in office until the next Annual General Meeting, where they are eligible to offer themselves for re-election.

There were no significant changes in the assignment of the responsibilities and the remuneration of the Board of Directors.

EVENTS AFTER THE REPORTING PERIOD

The material post balance sheet events, which have a bearing on the understanding of the financial statements are disclosed in Note 22 of the financial statements.

RELATED PARTY TRANSACTIONS

Disclosed in Note 17 to the financial statements.

4

OPAP INVESTMENT LIMITED

MANAGEMENT REPORT(continued)

INDEPENDENT AUDITORS

The independent auditors of the Company, PricewaterhouseCoopers Limited, have expressed their willingness to continue in office. A resolution giving authority to the Board of Directors to fix their remuneration will be submitted at the forthcoming Annual General Meeting.

By order of the Board of Directors,

Elena Pantziarou- Secretary

Nicosia, 03.04.2024

Independent Auditor's Report

To the Members of OPAP Investment Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of OPAP Investment Limited (the "Company"), which are presented in pages 8 to 37 and comprise of the statement of financial position as at 31 December 2023, and the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of Company as at 31 December 2023, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Cyprus, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information

The Board of Directors is responsible for the other information. The other information comprises the management report but does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report the fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors for the Financial Statements

The Board of Directors is responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.

We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Report on Other Legal Requirements

Pursuant to the additional requirements of the Auditors Law of 2017, we report the following:

• In our opinion, the management report has been prepared in accordance with the requirements of the Cyprus Companies Law, Cap. 113, and the information given is consistent with the financial statements.
• In our opinion, and in the light of the knowledge and understanding of the Company

and

its environment obtained in the course of the audit, we have not identified material misstatements in the management report.

Other Matter

This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 69 of the Auditors Law of 2017 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.

Loizos A. Markides

Certified Public Accountant and Registered Auditor for and on behalf of

PricewaterhouseCoopers Limited

Certified Public Accountants and Registered Auditors

Nicosia, 03 April 2024

8

OPAP INVESTMENT LIMITED

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31.12.2023

Dividend income

Other operating income Staff costs

(Charge) / Reversal of impairment on loan receivables

Reversal of impairment - investments in associates

Impairment charge - investments in subsidiaries Administration and other expenses

Operating profit

Finance income

Finance expenses

Net finance income/(expense)

Profit before tax

Tax

Profit and total comprehensive income for the year

	2023	2022
Note	€		€
17(ii)	50.774.630		63.340.799
6	7.363.180	214.073.957
5	(54.000)	(54.000)
11	(47.161)	98.217
10	6.569.062	6.247.050
9	(19.052.909)	(6.479.830)
4	(169.503)		(5.323.692)
	45.383.299	271.902.501
	2.135.197	253.369
	(94.813)	(1.631.156)
7	2.040.384	(1.377.787)
	47.423.683	270.524.714
8	(316.244)	1.417
	47.107.439	270.526.131

The notes on pages 12 to 37 are an integral part of these financial statements.