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Contents

1. Introduction

This annual Remuneration Report (hereinafter "the Report") has been prepared in accordance with the provisions of Law 4548/2018, Article 112, in line with the Commission's Guidelines (hereinafter "Guidelines") regarding the standardized presentation of the Remuneration

Report under Directive 2007/36/EC, as amended by Directive (EU) 2017/828 as regards the encouragement of long-term shareholder engagement. It provides an overview of the remuneration model of "Greek Organization of Football Prognostics S.A." (hereinafter "OPAP" or ''Company''), as it reflects the total remuneration of the members of the Board of Directors

(hereinafter "BoD"), explaining how the Company's Remuneration Policy (hereinafter "Policy"), as revised and currently in force, was applied in financial year 2023.

The revised Policy was designed by the Remuneration & Nomination Committee (RENOCO)

and approved, under the provision of the Company's Articles of Association (art. 19, par. 4),

the Law 4548/2018 (art. 109-111) and the Corporate Governance Framework, initially by a Board of Directors resolution, from which the Executive BoD Members abstained from the voting and subsequently, by the 23rd Ordinary General Assembly of the Company's

Shareholders (hereinafter "GA"), which took place on 27.04.2023.

During the financial year 2023, the Company, which is the leading gaming operator in Greece, reported Revenue (GGR) of € 1,394.0m (+4.6% versus 2022), while the consolidated GGR of

OPAP and its subsidiaries (together, the "Group") amounted to € 2.087.7m (+7.7% versus 2022), derived from Lottery, Betting, VLTs, Instant & Passives and online Casino. The

Company's Net Profit amounted to € 537.1m (+47.7% versus 2022), while the Group's amounted to € 414.1m (-30.5% versus 2022). The Company and the Group reported a strong financial position with Net Debt at € 498.3m and € 173.2m, respectively.

For the financial year 2023, the total shareholders remuneration proposal to the Annual General Meeting ("AGM") stands at € 1.851771387 per share from which € 1.601771387 per share relates to dividend distribution (€ 1.001771387 already paid in November 2023) and € 0.25 per share relates to a capital return.

No event occurred during the year in the Company's business environment significantly affecting the directors' remuneration.

No derogation from the Policy occurred during the financial year 2023.

Changes in the composition of the Board of Directors in 2023

No changes in the composition of the BoD or the Committees (Audit and RENOCO) occurred during the financial year 2023.

Τhe BoD consisted of eight (8) Non-Executive Members, of which four (4) were Independent, and three (3) Executive Members.

In alignment with the provisions of the Greek Corporate Governance Code as well as international best practices, both Audit and RΕNΟCΟ Committees are either majority independent with independent Chair or fully independent.

The Report is available at OPAP's corporate website (https://www.opap.gr/en/) for a period of ten (10) years following the GA. The Company may keep the Report available on its website for a period longer than ten (10) years, provided that it no longer contains the personal data of the BoD members and without prejudice to the provisions of the EU General Data Protection Framework.

2. Results of the Shareholders' Meeting and Responsiveness

As far as the requirement of article 112, par. 3, L.4548/2018 is concerned, it is mentioned that the Remuneration Report for the year 2022 was voted (advisory vote) in favor by the vast majority of shareholders who participated at the Company's AGM dated 27.04.2023 i.e. 98.36%, indicating Shareholders' overall approval on Remuneration issues.

3. Total remuneration of BoD members

Tables 1.a and 1.b. below, were compiled in order to provide a clear and comprehensive presentation of all remuneration granted or paid to OPAP's BoD members, as well as of any

kind of remuneration from any other legal entity belonging to the Group.

Table 1.a shows the total remuneration of the BoD members for the financial years 2023 and 2022, from all the companies of the Group, while table 1.b shows the total remuneration from the other companies (except the parent company) of the Group.

When elected to the Boards of Group companies, BoD members may receive a separate compensation by these companies. In this case, the annual remuneration per company should not exceed the amount of annual remuneration received from OPAP.

All remuneration is presented in gross amounts. It is noted that, based on the Policy, Executive BoD Members, permanently domiciled outside of Greece, receive their remuneration at net to ensure that they are not affected by the country's fluctuations of mandatory withholdings. net remuneration is derived by deducting legally required social security contributions and income tax depending on mandatory withholding scales.

It is noted that the Gross base salaries of the Executive Chairman, Mr. Kamil Ziegler, and the Chief Financial Officer, Mr. Pavel Mucha, were marginally increased in 2023 vs 2022 due to the increase of the ceiling withholdings amount for social security contributions. The Gross base salary of the Chief Executive Officer, Mr. Jan Karas, was increased by approximately 30% effectively from 01.01.2023 following the recommendation of the RENOCO and the approval of the BoD in order for his remuneration to be commensurate to the expanded portfolio of responsibilities and in alignment with current market standards in peer Companies.

Opap S.A. Remuneration Report 2023

Table 1.a - Remuneration of BoD members for financial years 2023 and 2022, from all the companies of the Group (Gross amounts in €)

1,988,667.73

Year

Jan KARAS

CEO-Executive BoD Member

Pavel SAROCH

Vice Chairman-Non Executive BoD Member & Remuneration and Nomination Committee Member up to 09.06.2022.

Pavel MUCHA CFO-Executive BoD MemberRobert CHVATAL Non-Executive BoD MemberKatarina KOHLMAYER DUBIELOVA Non-Executive BoD Member

Igor RUSEK

Non-Executive BoD Member & Remuneration and Nomination Committee Member from 09.06.2022

Dr. Nicole CONRAD - FORKER

Independent Non-Executive BoD Member, Remuneration and Nomination Committee Chairperson & Audit Committee member

Cherrie Mae CHIOMENTO-FERRERIA

Independent Non-Executive BoD Member & Audit Committee Chairperson from 09.06.2022

Theodore PANAGOS

Independent Non-Executive BoD Member & Remuneration and Nomination Committee from 09.06.2022

Georgios MANTAKAS

Independent Non-Executive BoD Member & Audit Committee Member from 09.06.2022

Christos KOPELOUZOS

Non-Executive BoD Member up to 09.06.2022

Stylianos KOSTOPOULOS

Non-Executive BoD Member up to 09.06.2022

Nikolaos IATROU

Independent Non-Executive BoD Member & Remuneration and Nomination Committee Member up to 09.06.2022

Spyridon FOKAS

A' Vice Chairman-Non Executive BoD Member up to 09.06.2022

Rudolf JURCIK

Independent Non-Executive BoD Member & Audit Committee Member up to 09.06.2022

Vassiliki KARAGIANNI

Independent Non-Executive BoD Member & Audit Committee Member up to 09.06.2022

2023

3 Extraordinary items

2022 2023

2022 2023 2022 2023

689,593.00 350,302.00

1,095,801.89

42,000.00 30,000.00

2022 2023

75,600.00 30,000.00

1,087,333.57

791,628.83 30,000.00

75% 100%

2022 2023

2022 2023 2022

30,000.00 30,000.00

30,000.00 30,000.00 16,833.33

30,000.00 30,000.00

30,000.00 30,000.00 16,833.33

100% 100%

100% 100% 100%

2023 2022

54,000.00 56,633.33

2023 2022

60,000.00 33,666.67

2023 2022 2023

2022 2023

30,000.00 16,833.33 54,000.00

30,000.00 16,833.33 54,000.00

30,300.00

100% 100% 100%

2022 2023

13,166.67

13,166.67

100%

2022 2023 2022 2023

13,166.67

13,166.67

2022 2023

48,266.67

2022 2023

23,700.00

23,700.00

100%

2022

23,700.00

23,700.00

100%

Opap S.A. Remuneration Report 2023

Table 1.b - Remuneration of BoD members for financial year 2023 and 2022, from all the companies of the Group (except the parent company)

(Gross amounts in €)

53,600.00 45,600.00

Jan KARAS (2) CEO-Executive BoD Member

Pavel SAROCH (3)

Vice Chairman-Non Executive BoD Member & Remuneration and Nomination Committee Member up to 09.06.2022.

Pavel MUCHA (4) CFO-Executive BoD MemberSpyridon FOKAS (5)

A' Vice Chairman-Non Executive BoD Member up to 09.06.2022

35,100.00

  • (1) Remuneration of the financial year 2023, relates to subsidiaries Hellenic Lotteries S.A. (9,600), Opap Investment Ltd (18,000), Opap Cyprus Ltd (18,000) and Neurosoft S.A. (12,000). Remuneration of the financial year 2022, relates to subsidiaries Hellenic Lotteries S.A. (9,600), Opap Investment Ltd (18,000), Opap Cyprus Ltd (18,000) and Neurosoft S.A. (8,000).

  • (2) Remuneration of the financial year 2023, relates to subsidiaries Hellenic Lotteries S.A. (9,600), Opap Investment Ltd (18,000) and Opap Cyprus Ltd (18,000).

    Remuneration of the financial year 2022, relates to subsidiaries Hellenic Lotteries S.A. (9,600), Opap Investment Ltd (9,000) and Opap Cyprus Ltd (18,000).

  • (3) Remuneration of the financial year 2023, relates to subsidiaries Stoiximan Holding Ltd (6,000) and Stoiximan Ltd (6,000).

  • (4) Remuneration of the financial year 2023, relates to subsidiaries Hellenic Lotteries S.A. (9,600), Opap Investment Ltd (18,000) and Opap Sports Ltd (18,000). Remuneration of the financial year 2022, relates to subsidiaries Hellenic Lotteries S.A. (9,600), Opap Investment Ltd (18,000) and Opap Sports Ltd (18,000).

  • (5) Remuneration of the financial year 2022, relates to subsidiaries Hellenic Lotteries S.A. (9,600), Opap Investment Ltd (9,000), Opap Cyprus Ltd (7,500) and Opap Sports Ltd (9,000).

36,600.00 12,000.00

45,600.00

45,600.00

35,100.00

100%

4. Remuneration in shares and/or options

The Company did not grant to the BoD members any remuneration in stock options and stock awards during the financial year 2023.

5. Use of the right to reclaim

No reclaim right was exercised during financial year 2023. Based on the approved Policy, awarded variable remuneration cannot be reclaimed by the Company.

6. Compliance with Remuneration Policy and application of performance criteria

6.1. Remuneration Policy

The Remuneration Policy of the Company applies to the remuneration of all BoD members. It is designed to reflect fairness in the context of pay conditions for all employees and align Board remuneration with the interests of our shareholders. The objective of the

Remuneration Policy is therefore to meet market practice, and to serve the Company's strategic vision, its shareholders, clients and wider stakeholders. With this in mind, our remuneration policy is based on the following principles:

  • • Transparency,

  • • Alignment of interests between shareholders and management,

  • • Alignment of interests between employees and management,

  • • Attraction and retention of the right people,

  • • Performance - based remuneration.

All remuneration was subject to social security, tax and stamp duty withholdings.

6.2.

Executive BoD Member remuneration

During financial year 2023 and in line with the Company's approved Policy regarding the remuneration of the Executive BoD Members:

  • • The Executive Members held the positions of Executive Chairman, Chief Executive Officer and Chief Financial Officer.

  • • The RENOCO reviewed the performance of Executive BoD Members and proposed executive variable pay to the BoD accordingly. Executive BoD Members abstained in the Board decision on variable pay outcomes proposal to the GA.

  • • Executive remuneration consisted of an annual base salary, discretionary benefits in kind as well as variable pay consisting of an annual bonus and a long-term profit-sharing scheme. Subject to the approval by the GA, variable pay components may be paid in cash as a profit-sharing distribution. The final allocation of variable pay to each eligible person is made according to the recommendations of the RENOCO.

6.2.1. Fixed Remuneration

6.2.1.1 Base Salary

The fixed annual salary of Executive BoD Members was divided into 14 installments. Fixed remuneration reflected the level of responsibility, experience and expertise of the Executive BoD Members. During the financial year 2023, fixed remuneration was competitive with respect to comparable entities (in Greece and Europe) and appropriate considering the financial situation of the Company.

6.2.1.2 Fees from participation in BoD meetings and Committees

Each BoD member received a fixed annual fee as depicted in the relevant table (below the cap of € 36,000 provided in the Remuneration Policy). To receive 100% of Board fees, full meeting attendance is required. For attendance below 70%, Board fees were reduced proportionally.

No such case occurred during 2023. Expenses such as travel and accommodation in relation to Board and Committee meetings, as well as relevant expenses, are reimbursed.

6.2.1.3 Fringe Benefits

The Executive BoD Members are entitled to benefits in kind and corporate tools, including use of corporate car, mobile phone, private health insurance (including coverage of spouses and dependent children), group health & life insurance, fuel card, corporate credit card, laptop, and parking.

OPAP does not currently provide any pension benefits to the Executive BoD Members in addition to the legally required social security contributions.

Executive BoD members permanently domiciled outside of Greece had access to the following benefits:

  • • Accommodation allowance - depending on family size,

  • • Defined number and category of air tickets to home country,

  • • Support in order to meet tax filing obligations in host country, by Company's

    designated tax advisor,

  • • Tuition fees payment for children until end of secondary school education,

  • • International medical coverage and life insurance.

The above supplementary benefits are approved by the BoD following respective recommendation of the RENOCO based on the Company's "International Assignments Policy".

Benefit payments are capped at 40% of fixed salary per year and individual.

6.2.2. Variable Remuneration

6.2.2.1 One-year variable (annual bonus)

Performance criteria of the annual bonus are aligned with the Company's short-term objectives, as determined by the Company strategic priorities.

The annual bonus of the Executive BoD Members reflects the previous year's personal results, as well as the overall Company's performance, taking into account key profitability metrics. Key performance indicators ("KPIs") were split between i) financial Group results (minimum

of 50%), such as Revenue, EBITDA or Net Profit, and ii) non-financial, personal performance as well as qualitative and business operational criteria (up to 50%).

Performance targets for each KPI are set at the beginning of the performance period. At the end of the performance period the RENOCO assesses the executives performance against the pre-set (and wherever necessary adjusted for the prevailing financial conditions) targets to determine individual quantitative and qualitative achievement and makes respective proposals to the BoD.

The 2023 assessment indicated the following:

  • a) Company's performance criteria: EBITDA (50% weight), Revenue (25% weight), online Revenue and online active players (25% weight)

  • b) Final target fulfillment: 96.4%

  • c) Final bonus payout: 87%

For the financial year 2023 and in line with the approved Policy of the Company regarding the annual bonus of the Executive Members of the BoD of the Company, whose performance is associated with specific target(s) set by the Company following respective recommendation of the RENOCO, amounts to € 1,309,843. Such an amount is to be paid in cash as a profit-sharing distribution from the Net Profits of the financial year 2023 of the Company and is subject to the approval of the GM 2024, which will be held on 25.04.2024.

The final amounts approved by the GM will be documented in the Report of the next financial year.

6.2.2.2 Multi-year variable (Long - Term Incentive Scheme)

The Long-Term Incentive Scheme (hereinafter "LTIS") program aligns pay outcomes with the long-term performance of the Company and contributes to the Company's business strategy, long-term interests and sustainability by signaling to participants about the importance of long- term oriented behavior and financial outcomes and involves Executive BoD Members.

  • • LTIS 2020-2022

Following the respective recommendation of the RENOCO and the BoD's proposal, the 23rd AGM dated 27.04.2023 approved the distribution of part of the Company's Net Profits of the financial year 2022 of a total amount up to € 4,567,000 to a maximum number of seventeen (17) individuals, Executive Members of the Board of Directors and other senior management personnel of the Company, by virtue of and in accordance with the LTIS approved by the 20th AGM of the Shareholders of the Company dated 25.06.2020.

The final amount of € 4,543,244 is being presented in table 1.a above and was paid in two installments, on 30.06.2023 and 24.01.2024 (both installments are included in the 2023 Report for consistency purposes).

  • • LTIS 2023-2025

Τhe 23rd AGM which took place on 27.04.2023, following the decision of the BoD, as per the respective recommendation of the RENOCO, approved the new Long Term Incentive Scheme for the years from 2023 to 2025 with distribution of part of the Net Profits of the Company to Executive Members of the Board of Directors and other senior management personnel of the

Company and authorized the Company's Board of Directors to specify further the terms and conditions of the new Long Term Incentive Scheme at its own discretion, as well as to do and perform any relative action(s) and make any relevant decision(s) regarding the Long Term

Incentive Scheme within the boundaries of the applicable legislation and within the scope of the abovementioned terms and conditions and always in accordance with the relevant recommendations of the Remuneration and Nomination Committee.

6.3.

Non-Executive BoD Member Remuneration

During the financial year 2023 and in line with the Company's approved Policy regarding the remuneration of the Non-Executive BoD Members:

  • • BoD consisted of eight (8) Non-Executive Members of which four (4) Independent

  • • Non-Executive BoD Members received a fixed annual fee below the cap of € 36,000 provided in the Remuneration Policy

  • • In addition, Audit Committee members and the Chair of the Audit Committee were entitled to a supplementary annual compensation which did not exceed 3-fold the fixed annual fee for their role as ordinary BoD members

  • • Non-Executive BoD Members did not receive any variable compensation, pension contributions or loans

  • • Travel and accommodation expenses of non-executive Board members were approved by the Chairman of the Board of Directors

  • • Individual Non-executive BoD Members may be required to take on specific ad hoc tasks outside their normal duties, assigned by the Board of Directors, according to the related parties' transactions framework. In each such case, the Board of Directors shall determine a fixed fee for the work carried out related to those tasks. Fees for extraordinary assignments for non-executive BoD members cannot exceed € 36,000 per year per person. No such case occurred during the financial year 2023.

7. Derogations & deviations from the Remuneration Policy

No derogation from the Policy occurred during the financial year 2023.

It should be noted that the Deputy CEO, Mr. Odysseas Christoforou, is not included in the present report since his portfolio of duties is very specific and, thus, he does not replace the CEO in his absence.

8. Comparative information on the change of remuneration and Company performance

Table 2 below, depicts the annual change of the last five financial years in the remuneration of BoD members, in the performance of the Company, as well as in the average remuneration of the Company's employees except the executive BoD members, in full - time equivalent.

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OPAP SA - Greek Organisation of Football Prognostics published this content on 01 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 April 2024 14:45:04 UTC.