OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
1
[Strictly Confidential]
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
Table of Contents
I. Representation of the Members of the Board of Directors .............................................................. 5
II. Board of Directors’ Report for the period 1.1.2023 -31.12.2023...................................................... 6
1. Financial progress and performance for the year 2023............................................................... 7
2. Significant events during the year 2023 and their effect on the Financial Statements ............... 10
3. Main risks and uncertainties .................................................................................................... 17
4. Company’s strategy and Group’s prospects ............................................................................. 23
5. Related Parties significant transactions .................................................................................... 28
6. Corporate Governance Statement ........................................................................................... 30
7. Dividend policy – Distribution to the shareholders ................................................................. 107
8. Number and par value of shares ............................................................................................ 107
9. EU Taxonomy regulation ....................................................................................................... 107
10. Other .................................................................................................................................. 110
11. Subsequent events .............................................................................................................. 111
12. Alternative Performance Indicators (API) ............................................................................. 113
ANNEX........................................................................................................................................... 115
III. Annual Financial Statements ..................................................................................................... 119
Independent auditor’s report ........................................................................................................ 121
1. Statement of Financial Position .................................................................................................. 133
2. Income Statement ..................................................................................................................... 134
3. Statement of Comprehensive Income ........................................................................................ 135
4. Statement of Changes in Equity ................................................................................................. 136
4.1. Consolidated Statement of Changes in Equity ..................................................................... 136
4.2. Separate Statement of Changes in Equity............................................................................ 137
5. Cash Flow Statement ................................................................................................................. 138
Notes on the Financial Statements ................................................................................................. 139
1. Information about the Company and the Group ......................................................................... 139
1.1. General information ........................................................................................................... 139
1.2. Nature of operations .......................................................................................................... 139
2. Basis of preparation ................................................................................................................... 144
2.1. New Standards, amendments to standards and interpretations .......................................... 145
2.2. Important accounting estimates and judgements ............................................................... 148
3. Summary of accounting policies ................................................................................................. 151
3.1. Basis of consolidation and investments in associates .......................................................... 151
3.2. Foreign currency translation ............................................................................................... 153
3.3. Operating segments ........................................................................................................... 154
3.4. Revenue recognition .......................................................................................................... 154
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
3.5 GGR contribution and other levies and duties ...................................................................... 156
3.6 Agents’ commissions ........................................................................................................... 156
3.7. OPAP S.A. Licence Extension 2020-2030.............................................................................. 156
3.8. Finance income and Finance costs ...................................................................................... 157
3.9. Dividend income ................................................................................................................ 157
3.10. Expenses .......................................................................................................................... 157
3.11. Intangible assets ............................................................................................................... 157
3.12. Property, plant and equipment ......................................................................................... 159
3.13. Investment property......................................................................................................... 160
3.14. Goodwill ........................................................................................................................... 160
3.15. Impairment of non-financial assets ................................................................................... 160
3.16. Leases .............................................................................................................................. 161
3.17. Financial assets................................................................................................................. 163
3.18. Inventories ....................................................................................................................... 166
3.19. Cash and cash equivalents ................................................................................................ 166
3.20. Equity ............................................................................................................................... 166
3.21. Current and deferred income tax ...................................................................................... 167
3.22. Provisions, contingent liabilities and contingent assets ..................................................... 168
3.23. Financial liabilities ............................................................................................................ 168
3.24. Retirement benefits costs ................................................................................................. 169
3.25. Dividends payable ............................................................................................................ 170
4. Structure of the Group ............................................................................................................... 171
5. Operating segments ................................................................................................................... 173
6. Intangible assets ........................................................................................................................ 177
7. Property, plant and equipment .................................................................................................. 181
8. Right-of-Use assets and Lease liabilities...................................................................................... 183
9. Investment properties ............................................................................................................... 185
10. Goodwill .................................................................................................................................. 186
11. Investments in subsidiaries ...................................................................................................... 188
12. Other non-current assets ......................................................................................................... 188
13. Deferred taxes – Income taxes ................................................................................................. 189
14. Inventories .............................................................................................................................. 193
15. Trade receivables ..................................................................................................................... 194
16. Other current assets ................................................................................................................ 195
17. Cash and cash equivalents ....................................................................................................... 196
18. Share capital and Share Premium ............................................................................................. 197
19. Reserves .................................................................................................................................. 198
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
20. Treasury shares ........................................................................................................................ 199
21. Non-controlling interests ......................................................................................................... 200
22. Borrowings .............................................................................................................................. 202
23. Employee benefit plans ............................................................................................................ 203
24. Other non-current liabilities ..................................................................................................... 206
25. Trade payables......................................................................................................................... 206
26. Provisions ................................................................................................................................ 207
27. Other current liabilities ............................................................................................................ 208
28. Dividends and Share Capital Return.......................................................................................... 209
29. GGR contribution and other levies and duties .......................................................................... 210
30. Agents’ commission ................................................................................................................. 210
31. Other direct costs .................................................................................................................... 211
32. Revenue from non-gaming activities ........................................................................................ 211
33. Income related to the extension of the concession of the exclusive right 2020-2030 ................ 212
34. Cost of sales related to non-gaming activities ........................................................................... 212
35. Payroll expenses ...................................................................................................................... 213
36. Marketing expenses ................................................................................................................. 213
37. Other operating expenses ........................................................................................................ 214
38. Finance income / (costs) .......................................................................................................... 215
39. Dividend income ...................................................................................................................... 216
40. Income tax expense ................................................................................................................. 216
41. Earnings per share ................................................................................................................... 218
42. Related party disclosures ......................................................................................................... 219
43. Other disclosures ..................................................................................................................... 222
44. Financial instruments and financial risk factors ......................................................................... 224
45. Audit and other fees ................................................................................................................ 234
46. Subsequent events................................................................................................................... 235
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
I. Representation of the Members of the Board of
Directors
(according to article 4, par. 2 of L. 3556/2007)
The members of the Board of Directors of ORGANIZATION OF FOOTBALL PROGNOSTICS S.A. , the
parent company (OPAP S.A. or the “Company”):
1. Kamil Ziegler, Chairman,
2. Jan Karas, Board Member and Chief Executive Officer,
3. Pavel Mucha, Board Member and Chief Financial Officer
notify and certify that as far as we know:
a) the attached Financial Statements (separate and consolidated) of the Group of OPAP S.A.
and its subsidiaries (the “Group”) for the period 01.01.2023 to 31.12.2023, which have been
prepared in accordance with the applicable International Financial Reporting Standards,
provide a true and fair view of the assets and liabilities, the equity and the results of the
Group and the Company, as defined in paragraphs 3 to 6 of article 4 of the L. 3556/30.4.2007
and in compliance with authorization decisions by the Board of Directors of the Hellenic
Capital Market Commission.
b) the Board of Directors’ report provides a true and fair view of the financial position and the
performance of the Group and the Company, including a description of the main risks and
uncertainties, as defined in paragraph 3 to 6 of article 4 of the L. 3556/30.4.2007 and from
authorization decisions by the Board of Directors of the Hellenic Capital Market Commission.
Athens, 12 March 2024
Chairman
Board Member and Chief
Executive Officer
Board Member and Chief
Financial Officer
Kamil Ziegler
Jan Karas
Pavel Mucha
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
II. Board of Directors’ Report for the period
1.1.2023 -31.12.2023
(according to article 4 of L. 3556/2007)
This report of the Board of Directors of the Company has been published on the Company’s
website under the European Single Electronic Format – «ESEF», in accordance with the provisions
of Law 3556/2007. In accordance with the provision of the articles 150-154 of L.4548/2018, the
article 4 of Law 3556/2007, the Hellenic Capital Market Commission Decision 8/754/14.04.2016
article 2 and the Company’s Articles of Association, we submit for the period 01.01.2023 to
31.12.2023 the annual Board of Directors’ report, which includes the audited separate and
consolidated Financial Statements, the notes to the Financial Statements and the audit report by
the certified auditor.
The report describes the financial results of the Group for the period 01.01.2023 to 31.12.2023,
as well as the significant events which took place in 2023 and the most significant events after the
year end. The report also contains, a description of the main risks and uncertainties and the
expected course and development of the Group, the corporate governance, the dividend policy,
the number and the nominal value of shares and finally, the material transactions with the
Company’s and the Group’s related parties.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
1. Financial progress and performance for the year 2023
Financial Performance
The Group’s key financial figures are presented below:
(Amounts in thousands of euro)
01.01-
31.12.2023
01.01-
31.12.2022
Δ %
Revenue (GGR)
2,087,710
1,938,985
7.7%
GGR contribution and other levies and duties
(651,937)
(605,597)
(7.7%)
Net gaming revenue (NGR)
1,435,773
1,333,388
7.7%
Profit before interest, tax, depreciation and amortisation
(EBITDA)
730,029
735,985
(0.8%)
Profit before income tax
570,093
723,251
(21.2%)
Profit for the period
414,137
596,036
(30.5%)
Net increase/(decrease) in cash and cash equivalents
Net cash inflow from operating activities
527,594
659,800
(20.0%)
Net cash inflow/(outflow) from investing activities
92,630
(53,235)
274.0%
Net cash outflow from financing activities
(857,323)
(742,493)
(15.5%)
The Company’s key financial figures are presented below:
(Amounts in thousands of euro)
01.01-
31.12.2023
01.01-
31.12.2022
Δ %
Revenue (GGR)
1,394,006
1,333,210
4.6%
GGR contribution and other levies and duties
(425,167)
(405,277)
(4.9%)
Net gaming revenue (NGR)
968,838
927,933
4.4%
Profit before interest, tax, depreciation and amortisation
(EBITDA)
580,425
598,354
(3.0%)
Profit before income tax
648,334
466,112
39.1%
Profit for the period
537,104
363,644
47.7%
Net increase/(decrease) in cash and cash equivalents
Net cash inflow from operating activities
463,410
520,281
(10.9%)
Net cash inflow/(outflow) from investing activities
287,526
(164,415)
274.9%
Net cash outflow from financing activities
(848,779)
(717,158)
(18.4%)
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
In 2023, the Group and the Company achieved a strong financial performance in terms of
Revenue (GGR) and Net gaming revenue (NGR), which significantly increased compared to the
previous year. The increase has been recorded across all product lines, channels and
geographies, reflecting the ongoing trend of the organic growth within the Group. This growth
has been primarily driven by the strong results of the online and VLT operations (+18.0% and
+8.2% respectively in GGR) and the constant resilience of the retail sector.
Despite the observed increase in gaming activity during the year 2023, the financial
performance of both the Group and the Company has not adequately reflected this trend. This
is mainly attributed to the fine of €25,152 th. imposed on OPAP S.A by the Hellenic Competition
Commission. Nevertheless, it is also mentioned that the 2023 Group’s financial performance,
has been positively impacted by an amount of € 12,988 th. representing the net effect of the
derecognition of the Markopoulo Park Right of Use and the corresponding Lease liability,
following the premature (comparing with the contractual end day of the Concession
Agreement) termination of the Lease Agreement of Markopoulo Racecourse. In case that the
impact of the abovementioned transactions is excluded, the variation in the Group's EBITDA
compared to the previous year is adjusted to +0.8%, while the variation in the Company's
EBITDA is adjusted to +1.2%.
The Profit before income tax of the Company for the year 2023 is notably increased compared
to 2022, primarily due to the dividend income from its subsidiaries of €182,500 th. versus €7,000
th. in the prior year, as well as the lower finance costs on the back of decreased leverage.
On the contrary, at Group level, the 2023 Profit before income tax decreased by 21.2%
compared to the previous year, as a result of the gain from disposal of “Betano business”, ex.
KAIZEN GAMING LIMITED (business activities outside Greece and Cyprus) that was recognised
in 2022 and the imposition of default interest on HELLENIC LOTTERIES S.A. of € 11,891 th., which
was charged in 2023.
As far as the cash flows are concerned:
• The cash inflows from operating activities demonstrate the strong operating
profitability, however they are decreased compared to the previous year, mainly
due to the increased income tax payments made by both, the Group and the
Company within 2023, as a result of the increased taxable income of the year
2022 compared to 2021.
• The Company’s cash inflows from investing activities in the year 2023 have
been strengthened by the distributions made by OPAP INVESTMENT LTD to
OPAP S.A. regarding dividends of € 177,500 th. and share capital return of €
129,000 th.. At Group level, the cash flows from investing activities have been
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
affected by the proceeds from the disposal of the “Betano business”, ex.
KAIZEN GAMING LIMITED (business activities outside Greece and Cyprus)
amounting to € 123,463 th. within 2023 versus € 74,243 th. in 2022, as well as
the payments made for the acquisition of STOIXIMAN LTD amounting to €
14,063 th. within 2023 versus € 106,444 th. in 2022.
• the increase in cash outflows from financing activities for both the Group and
the Company, are mainly attributed to the increased distributions to the
shareholders, including dividend and share capital return, amounting in total
to € 678,581 th. during the year 2023 versus € 458,998 th. during the prior
year, as well as the acquisition of treasury shares in 2023 of € 31,118 th..
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
2. Significant events during the year 2023 and their effect on the
Financial Statements
Hellenic Competition Commission Decision no. 787/2022
By virtue of the Hellenic Competition Commission’s (the “HCC”) decision No. 787/2022 on
complaints submitted by former agents of the Company and the civil association "Association of
Professional Predictive Gaming Agents" (SEPPP), communicated to OPAP S.A. on 29.09.2023, the
HCC, inter alia, imposed on OPAP S.A. a fine of € 25,152 th. for the infringements found of articles
1 of Law 3959/2011, 101 TFEU and 2 of Law 3959/2011, 102 TFEU during the period 2017 – 2021.
The fine was imposed by the HCC regarding the provision of the secondary services that are
offered for bill payments and prepaid telecom cards provided by OPAP S.A.’s agencies through
OPAP Group’s companies TORA WALLET SINGLE MEMBER S.A. and TORA DIRECT SINGLE MEMBER
S.A. respectively.
It is noted that, HCC’s decision no. 787/2022, which was not unanimous, is in no way related with
OPAP S.A.’s core business in the gaming market, as it exclusively pertains to the aforementioned
secondary services.
For its part, OPAP S.A. categorically denies the practices attributed to it and considers the above
HCC’s decision fully baseless, having taken a public position on the issue with its Regulatory
Announcement dated 29.09.2023. In this context, OPAP S.A. has appealed against HCC’s decision
no. 787/2022 before the competent administrative courts. It is noted that the Company paid on
30.11.2023 to the Greek State the entire amount of the fine imposed by HCC’s decision
No.787/2022 (€ 25,152 th.).
London Court of International Arbitration Final Award on HELLENIC LOTTERIES S.A. Request
for Arbitration
On 12.09.2023 the London Court of International Arbitration (the “LCIA”) issued its Final Award
and rejected the Request for Arbitration filed by HELLENIC LOTTERIES S.A. against the Hellenic
Republic and the Hellenic Republic Asset Development Fund (HRADF) – LCIA case no. 215123,
seeking a declaration that HELLENIC LOTTERIES S.A. is released (wholly or partially) from its
obligation to pay the Minimum Annual Fee provided in the Concession Agreement of 30.07.2013
for the years 2020, 2021 and for the period January – May 2022, due to the adverse impact of the
Covid-19 related State measures on the operations of the company. Following this, HELLENIC
LOTTERIES S.A. paid on 02.10.2023, with reservation to the Hellenic Republic, the disputed
amount of the Minimum Annual Fee for the years 2020, 2021 and the period January-May 2022
(amounting to €70,668 th. in total).
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
Furthermore, on 13.02.2024, HELLENIC LOTTERIES S.A was notified by the General Secretariat of
Public Property of the Greek Ministry of Economy and Finance, of an additional liability to the
Greek State amounting to € 11,891 th. related to the default interest resulting from the overdue
payment of the disputed Minimum Annual Fee for the years 2020, 2021 and 2022. This amount
was paid on 28.02.2024.
With regards to the impact of the aforementioned events on the Group’s Financial Statements,
HELLENIC LOTTERIES S.A had formed the accruals corresponding to the Minimum Annual Fee in
dispute (i.e. €70,668 th.) during the period January 2020 – May 2022 at each respective reporting
period and recognised the corresponding deferred tax asset. However, no accrual was formed
regarding the additional charges. Therefore, the Profit after tax of the Group for the year 2023
was impacted by the abovementioned default interest and the reversal of the deferred tax asset.
Developments regarding Greek horse races
On 30.01.2024, HORSE RACES SINGLE MEMBER S.A., after having informed all parties involved,
proceeded to the cessation of the organization and conduct of Greek horse races, following its
release, pursuant to article 3.1 (ix) of the 24.04.2015 Concession Agreement, from the relevant
obligation, given that the number of the registered horses with the Greek Jockey Club has fallen
and consistently remains below 300 on average for the last two consecutive Concession Years
(2022 and 2023). In addition, on the above date, HORSE RACES SINGLE MEMBER S.A. exercised its
contractual right to terminate the 24.04.2015 Lease Agreement of Markopoulo Racecourse. The
leasehold will be delivered to the lessor ODIE S.A. under special liquidation on 01.04.2024.
Regarding the above developments, it is noted that HORSE RACES SINGLE MEMBER S.A., from
2016 and onwards, has made every reasonable and best effort for the revival and development
of the Greek horse racing activity, which already before the time of its takeover by the company
had fallen into an extremely precarious situation. However, despite the significant and long-term
efforts of HORSE RACES SINGLE MEMBER S.A. and its continuous major investments (amounting
to dozens of millions of euros), by far exceeding the contractual obligations of the company, Greek
horse races and mutual betting on Greek races kept declining significantly, thus leading eventually
to an irreversible situation, as evidenced by the dramatic decline in the number of registered
horses with the F.E.E.. In that context, despite the above efforts of the company, Greek horse
races steadily remained a hugely loss-making and unsustainable business.
It is noted that the activity of HORSE RACES SINGLE MEMBER S.A. in relation to the provision of
mutual betting on foreign horse races is not affected by the above developments and normally
continues, under the 24.04.2015 Concession Agreement, which the company strictly adheres to.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
Markopoulo Racecourse prematurely (comparing with the contractual end day of the Concession
Agreement), resulted to the derecognition of the Right of Use Asset for the Markopoulo Park
amounting to € 15,154 th., as well as the derecognition of the respective Lease Liability amounting
to € 28,142 th.. The net effect of the abovementioned transactions on the Group Profit before tax
amounts to a gain of € 12,988 th., while on Profit after tax, it is limited to a gain of € 10,130 th.
due to the deferred tax effect.
Financing
Bond loans prepayments/repayments
On 06.02.2023, the Company proceeded with an early repayment of € 100,000 th. of a bond loan
with a total nominal amount of € 200,000 th.. The residual € 100,000 th. remains undrawn.
On 15.03.2023, the Company proceeded with a repayment of € 250,000 th. of a bond loan which
was refinanced by a new bond loan of the same amount issued on the same day with maturity
date on 15.03.2026.
On 04.05.2023, a Company’s loan agreement for an amount of € 100,000 th. expired. The relevant
agreement was initially signed on 04.05.2020 and remained undrawn during the entire period.
On 12.05.2023, the Company proceeded with a capital repayment of € 30,000 th. of its bond loan
of € 300,000 th. in accordance with the terms of the respective agreement.
Issuance of bond loan of TORA DIRECT SINGLE MEMBER S.A.
The Group’s subsidiary TORA DIRECT SINGLE MEMBER S.A., in accordance with its Board of
Directors decision dated 22.02.2023, issued a common bond loan of € 8,000 th., divided to 8,000
bonds of € 1,000 each. OPAP S.A. subscribed for the whole amount of € 8,000 th.. The bond loan
was fully repaid on 22.09.2023.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
Distributions to shareholders
The total shareholders distributions taking place in 2023 comprised dividends for fiscal year 2022
amounting to € 1.00 per share, a capital return of € 0.45 per share and interim dividend for the
fiscal year 2023 of € 1.001771387 per share. These distributions are described in more detail
below.
Dividend for the year 2022
The Company's Board of Directors decided during its meeting on 14.03.2023 to distribute a gross
amount of € 360,594 th. or € 1.00 per share as final dividend for fiscal year 2022 out of which, €
0.30 per share was already paid as interim dividend in November 2022.
The Company's Annual General Meeting (“AGM”) of the Shareholders of the Company dated
27.04.2023 approved the above mentioned distribution and a gross amount of € 253,059 th. or €
0.70 per share was distributed as the remaining final dividend for the fiscal year 2022, offering a
scrip dividend optionality.
Accordingly, an amount of € 147,002 th. was paid in cash, while the remaining amount of €
105,854 th. was reinvested through the dividend reinvestment plan. Specifically, the share capital
of the Company was increased by € 2,016 th. through the issuance of 6,720,882 new ordinary,
registered, voting shares of nominal value of € 0.30 each at an issue price of € 15.45, with the
difference between the issue price and their par value multiplied by the number of the new shares
issued, amounting to € 103,838 th., being transferred to the account “Share premium”. Following
this capital increase, the share capital of the Company amounted to € 111,019 th., divided in
370,062,741 shares of a nominal value of € 0.30 each.
Capital return
Additionally, the Company’s AGM dated 27.04.2023 decided the increase of the share capital of
the Company by an amount of € 163,504 th., through the capitalization of an equal amount from
the share premium reserve and the increase of the nominal value of each share of the Company
by € 0.45 (from € 0.30 to € 0.75) to be followed by a share capital return of an equivalent amount
(€ 163,504 th.) through a reduction of the nominal value of each share of the Company by € 0.45
(from € 0.75 to € 0.30).
Interim dividend for the fiscal year 2023
The Company's Board of Directors decided, during its meeting on 31.08.2023, to distribute a gross
amount of € 368,233 th. (i.e. € 1.001771387 per share) as interim dividend for the fiscal year 2023.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
Dividends from subsidiaries
OPAP INVESTMENT LTD, according to its AGM approval dated 05.05.2023 declared to distribute a
dividend of € 175,000 th. for the year ended 31.12.2022, which was paid on 16.05.2023.
Additionally, the AGMs of OPAP CYPRUS LTD and OPAP SPORTS LTD dated 31.05.2023, approved
dividend distributions of € 5,000 th. and € 2,500 th. respectively. On 22.08.2023, OPAP SPORTS
LTD proceeded with the payment of the dividend, whereas OPAP CYPRUS LTD on 18.01.2024.
Share capital increase of HORSE RACES SINGLE MEMBER S.A.
The sole shareholder of HORSE RACES SINGLE MEMBER S.A., OPAP INVESTMENT LTD, according
to the meeting of its Board of Directors dated 03.03.2023, approved the increase of the company’s
share capital by € 5,500 th. through the issuance of 550,000 new ordinary shares of € 0.05 nominal
value at an issue price of € 10.00 each (i.e. at a € 9.95 share premium each). The respective share
capital increase took place on 10.03.2023.
Additionally, OPAP INVESTMENT LTD, according to the meeting of its Board of Directors dated
21.12.2023, approved the increase of the company’s share capital by € 3,000 th. through the
issuance of 300,000 new ordinary shares of € 0.05 nominal value at an issue price of € 10.00 each
(i.e. at a € 9.95 share premium each). The respective share capital increase took place on
15.01.2024.
Share capital increase of HELLENIC LOTTERIES S.A.
The Board of Directors of HELLENIC LOTTERIES S.A. decided on 29.03.2023 to propose to its
shareholders the increase of the Company’s Share Capital. The Annual General Meeting of
HELLENIC LOTTERIES S.A. dated 30.06.2023 approved the issuance of 2,000,000 new ordinary
shares of € 0.04 nominal price at an issue price of € 10.00 each (i.e. at a € 9.96 share premium
each). Consequently, the Share Capital of HELLENIC LOTTERIES S.A. increased by € 80 th. and its
Share Premium reserve by € 19,920 th.. The respective amount was paid on 27.07.2023 by OPAP
INVESTMENT LTD and on 11.08.2023 by the other shareholder, SCIENTIFIC GAMES GLOBAL
GAMING S.á.r.l..
Share capital decrease of OPAP INVESTMENT LTD
The sole shareholder of OPAP INVESTMENT LTD, OPAP S.A., according to the meeting of its Board
of Directors dated 31.08.2023, approved the decrease of the company’s share capital by € 129 th.
through the cancellation of 129,000 ordinary shares of € 1.00 nominal value and the decrease of
the company’s share premium by € 128,871 th.. The amount of € 129,000 th. was distributed to
OPAP S.A. on 03.11.2023.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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Kaizen Gaming Limited De-Merger
Pursuant to the terms and conditions set forth in the framework agreement dated 17.04.2020 and
as amended on 22.06.2020 and on 03.09.2020, KAIZEN GAMING LIMITED’s (the “KGL”)
shareholders agreed to effectuate the corporate and ownership separation of KGL’s stake in the
Stoiximan business (Greek and Cypriot operations) and in the Betano business (outside Greece
and Cyprus) (the “De-Merger”). Pursuant to the De-Merger, KGL was succeeded by the following
two new companies:
• STOIXIMAN HOLDING LIMITED which retains all of KGL’s assets, rights, interests, liabilities
and obligations relating to the Stoiximan Business (Greek and Cypriot operations). The
main asset of STOIXIMAN HOLDING LIMITED is its 49% participation in STOIXIMAN LTD
that was previously held by KGL.
• KAIZEN GAMING HOLDING LTD which retains all of KGL’s assets, rights, interests, liabilities
and obligations relating to the Betano business (operations outside Greece and Cyprus).
Both the above mentioned companies have been registered and commenced operations on
05.03.2023.
Following the De-Merger, OPAP Group’s interests in STOIXIMAN LTD has been restructured with
the introduction of STOIXIMAN HOLDING LIMITED as a new subsidiary of OPAP INVESTMENT LTD,
replacing KGL as the vehicle through which OPAP INVESTMENT LTD held its indirect interest in the
Stoiximan Business. There was no change in OPAP Group’s stake in STOIXIMAN LTD following the
De-Merger, which remains at 84.49 % and sole control over STOIXIMAN LTD and its online gaming
business in Greece and Cyprus.
Initiation of Share Buy-back Programme
Following the Company's AGM resolution on the establishment of a share buy-back programme
and the announcement of the same day and, following the decision of its Board of Directors dated
04.09.2023, the Company announced on 04.09.2023 to the investment community that it intends
to proceed to the purchase of own shares the nominal value of which will not exceed the approved
by the AGM limit of 5% of the Company’s paid up capital (i.e. up to 18,167,092 shares) during the
period from 05.09.2023 until 31.12.2024 at a minimum purchase price equal to the nominal value
of the share (€ 0.30) and maximum purchase price equal to twenty Euros (€ 20) per share. The
maximum amount for the share buy-back during this period is estimated at approximately €
150,000 th., excluding relevant expenses. Starting from 04.10.2023 and as of 31.12.2023, the
Company has purchased through the Athens Stock Exchange 2,061,312 own shares, for a total
purchase value of € 31,118 th., at an average price of € 15.09 per share. The Company as of
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
31.12.2023 holds in aggregate 3,890,936 own shares, i.e. a percentage of 1.05% of the total
number of shares issued by it.
OPAPonline.gr launch
On 03.04.2023, OPAP launched a new digital interactive entertainment hub, OPAPonline.gr which
brings in new games and rejuvenates existing ones, aspiring to become an overarching brand,
under which all lottery offerings will operate.
Law 52(I)/2018 for licensing of games of chance in Cyprus - Process and schedule for the
conclusion of the Concession Agreement of OPAP CYPRUS LTD
OPAP CYPRUS LTD currently operates in Cyprus on the basis of the 2003 Bilateral Agreement
(“BA”) between the Republic of Cyprus and the Hellenic Republic. However, according to the law
52(Ι)/2018, the 2003 BA will be terminated upon the entry into force of a new Concession
Agreement to be signed with OPAP CYPRUS LTD.
The Law 52(Ι)/2018 entitled “The Law on Specific Games of Chance of 2018” was published in the
Government Gazette on 13.06.2018. According to said Law, the Coordinating Committee carried
out due diligence and recommended OPAP CYPRUS LTD as the suitable operator. On 06.11.2019
the Council of Ministers validated OPAP CYPRUS LTD as the suitable operator to be granted with
an exclusive licence to operate and offer specific games of chance, in particular games falling into
one of the following categories: (a) numeric lotteries, which refer to correctly predicting random
numbers which are chosen by a draw using a gaming system; and (b) games based on correctly
predicting a combination of the results of sports events with variable odds.
The Codes of Practice of OPAP CYPRUS LTD have been approved by the National Betting Authority.
Following the approval of all Codes of Practice, the Coordinating Committee, by virtue of its letter
dated 20.07.2021, sent to OPAP CYPRUS LTD, according to the provision of art. 5(c) Law 52(I), a
draft contract (Concession Agreement) to be concluded by the parties.
In March 2022, following intensive and constructive negotiations between the Coordinating
Committee and OPAP CYPRUS LTD, the Coordinating Committee sent to OPAP CYPRUS LTD the
final draft of the Concession Agreement and invited OPAP CYPRUS LTD to confirm the acceptance
of its terms. On 21.03.2022 OPAP CYPRUS LTD approved the proposed Concession Agreement. In
May 2023 the European Commission sent to the Ministry of Finance a comfort letter about the
draft Concession Agreement. In July 2023 the Codes of Practice of OPAP CYPRUS LTD were re-
submitted to the National Betting Authority for its approval. The National Betting Authority has
approved the Codes of Practice. It is noted that following the signing and entry into force of the
Concession Agreement, the 2003 BA shall be terminated.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
17
[Strictly Confidential]
3. Main risks and uncertainties
We present the main risks and uncertainties to which Group may be exposed.
Risk related to political and economic conditions, as well as market conditions and
developments in Greece
The Greek economy continued its expansion in 2023, benefitting from higher investment levels
and solid private consumption, while it is projected to continue growing above its long-term
potential in 2024, supported by European funds and the improvement of the external
environment. In addition, prudent fiscal policy implementation and a growing tourism sector,
were important growth drivers in 2023 and are forecasted to maintain the positive momentum in
2024. The further normalization of energy prices alongside the continuation of inflation
deceleration could prompt interest rate cuts by the central banks significantly improving the
outlook for the year. On the other hand, a prolonged period of geopolitical tensions could weigh
negatively on projected growth.
The Group’s activity is significantly affected by disposable income and private consumption, which
in turn are affected by the current economic conditions in Greece, such as the GDP,
unemployment, inflation and taxation levels. As such, a potential deterioration of the
aforementioned indicators together with a decline in economic sentiment and/or consumer
confidence, could result in a decrease of the gaming related frequency and spending of the
Group’s customers.
Change in regulatory requirements
The gaming sector in Greece is intensively regulated by the Hellenic Gaming Commission. The
Greek authorities may unilaterally alter the legislative and regulatory framework that governs the
provision of the games offered by the Group, whilst respecting obligations coming from valid
concession agreements. Modifications of the Greek regulatory framework, drive evolving
challenges for the Group and may have a substantial impact, due to the restrictions of betting
activities or the increase of compliance costs.
OPAP consistently complies with regulatory standards and its obligations under its various licences
and continuously monitors, analyses and addresses changing regulatory requirements in an
efficient and effective manner.
A potential inability on the Group’s part to comply with the regulatory and legal framework, as in
force from time to time, could have a negative impact on the Group’s business activities.
Additionally, potential restrictions on advertising can reduce the ability to reach new customers,
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
thus impacting the implementation of the strategic objectives to focus on sustainable value
increase of the Group’s business activities.
OPAP participates in the public consultations of laws and regulations proposals and drafts, related
to the business activities of the Group which are submitted by the competent authorities (Hellenic
Gaming Commission, Ministry of Finance etc.). Furthermore, OPAP continually adapts to the
changing regulatory/legal framework, while through appropriate policies, processes and controls
a rational and balanced gaming regulation has been achieved.
Tax change risk
The Group’s business activities and the sector in which it operates are subject to various taxes and
charges, such as the special contribution regarding the games which is calculated based on the
Gross Gaming Revenue (GGR), the tax on players’ winnings and the income tax of legal entities.
The Company is exposed to the risk of changes to the existing gaming taxation status or the gaming
tax rates, creating unexpected increased costs for the business and impacting the implementation
of Group’s strategic objectives for sustainable revenues and additional investments. The Company
is seeking to promptly respond to any potential tax changes, by maintaining the required tax
planning resources and developing contingency plans so as to implement the required mitigating
actions and to minimize the overall impact.
Market risk
Market risk arises from the possibility that changes in market prices such as exchange rates and
interest rates affect the results of the Group and the Company or the value of financial
instruments held. The management of market risk consists in the effort of the Group and the
Company to control their exposure to acceptable limits, mainly through monitoring interest rates
on borrowings and restricting investments in volatile financial instruments that are sensitive to
market risks.
The main risks that comprise market risk are described below:
i) Currency risk
Currency risk is the risk that the fair values of the cash flows of a financial instrument fluctuate
due to foreign currency changes. The Group operates in Greece and Cyprus and the vast majority
of its income, transactions, supplier agreements and costs are denominated or based in euro.
Consequently, there is no substantial foreign exchange currency risk. Additionally, the vast
majority of Group’s cost base is, either proportional to the Group’s revenues (i.e. payout to
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
19
[Strictly Confidential]
winners, agents commission, vendors revenue-based fees’) or to transactions with domestic
companies (i.e. IT, marketing).
ii) Interest rate risk
The Group is exposed to interest rate risk through the impact of rate changes on interest-bearing
liabilities and assets. Cash flow interest rate risk is the risk that changes in market interest rates
will impact cash flows arising from variable rate financial instruments. Fair value interest rate risk
is the risk that the value of a financial asset or liability will fluctuate because of changes in market
interest rates.
The existing debt facilities, as of 31.12.2023, stand at € 660,545 th. and € 648,258 th. for the Group
and the Company, respectively.
On 31.12.2023, the floating-rate loans of the Group which are exposed to cash flow interest rate
risk are € 42,489 th. of debt or 6% of total debt. The remaining € 618,056 th. (94% of total debt)
are fixed rate borrowings. The Group follows all market developments and acts in a timely manner
when needed, to ensure borrowing are weighted based on its risk assessment and market
expectations about future interest rates. An analysis by maturities is provided in Note 44 below.
Capital Management
The primary objective of the Group and the Company, relating to capital management is to ensure
and maintain strong credit ability and healthy capital ratios to support the business plans and
maximize value for the benefit of shareholders. The Group maintains a solid capital structure as
depicted in the Net Debt/EBITDA ratio of 0.27x as of 31.12.2023. In addition, it retains an efficient
cash conversion cycle thus optimizing the operating cash required in order to secure its daily
operations, while diversifying its cash reserves so as to achieve flexible working capital
management.
The Group manages the capital structure and makes the necessary adjustments to conform to
changes in business and economic environment in which they operate. The Group and the
Company in order to optimize the capital structure, may adjust the dividend paid to shareholders,
return capital to shareholders or issue new shares.
Credit risk
The Group’s exposure to credit risk arises mainly from its operating activities and more
specifically, it is linked to the collection process from its sales network. The aforementioned
process leaves the Group exposed to the risk of financial loss if one of its counterparties/agents
fails to meet its financial obligations.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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In order to mitigate the aforementioned risk, OPAP established and implements a credit risk
management policy. The main characteristics of the policy are:
• The establishment of a Credit Committee responsible to approve and/or to make
recommendations to the BoD for credit risk related matters.
• The classification of agents based on a credit risk scoring model which is continuously
updated.
• The establishment of credit limits per agent based on their individual credit ratings.
• The immediate suspension of operation in case of overdue amounts.
The carrying value of financial assets at each reporting date is the maximum credit risk to which
the Group is exposed.
Impairment of financial assets
The Group and the Company have the following types of financial assets that are subject to the
expected credit loss model:
• Trade receivables
• Loans receivable
• Short-term & long-term investments
• Guarantee deposits
• Other financial assets.
While cash and cash equivalents are also subject to the impairment under IFRS 9, the identified
impairment loss was not significant due to the fact that the cash and cash equivalents of the Group
and the Company are held at reputable European financial institutions.
The Group applies the IFRS 9 simplified approach to measure expected credit losses using a
lifetime expected loss allowance for all trade receivables. It is mentioned that the expected credit
losses are based on the difference between the cash inflows, which are receivable, and the actual
cash inflows that the Group expects to receive. All cash inflows in delay are discounted.
The remaining financial assets are considered to have low credit risk, therefore the Group applies
the IFRS 9 general approach and the loss allowance was limited to 12 months expected losses.
Liquidity risk
The liquidity risk consists of the Group's potential inability to meet its financial obligations. The
Group manages liquidity risk by performing a detailed forecasting analysis of the inflows and
outflows of the Group on a yearly basis.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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The aforementioned exercise takes into account:
• Revenues forecast based on expected payout ratios of the games
• Tax obligations and other financial commitment towards the government
• Financial obligations arising from the Group’s loan portfolio
• Operating Expenses
• Capital Expenditure
• Extraordinary inflows and outflows
The Group liquidity position is monitored on a daily basis from the Treasury Department and if
needed makes recommendations to the CFO and the Board of Directors to assure no cash
shortfalls.
Security risk
Reliability and transparency in relation to the operation of the Group games are ensured through
the adoption and implementation of effective technical and organizational security controls,
which are designed to ensure the integrity, availability and confidentiality of information systems
and data. The above, ensures smooth operation and protection against any security breaches,
such as data leakage and theft, as well as data corruption. The applied and enforced security
controls protect data processing systems, software applications, data integrity and availability as
well as the operation of online services. All operationally critical applications related to the
conduct and disposal of games are hosted in infrastructure which ensures high availability and
smooth operational transition to Secondary Infrastructure and Services. Furthermore, system
criticality is continuously evaluated whether they are directly related to the availability of the
games or not, in order to be included in the existing disaster recovery plan (Disaster Recovery
Plan) if necessary. Finally, applications are part of a backup program following policies and
procedures according to their criticality.
Climate change risk
Both the Company and the Group are conscious of global climate change and environmental
issues. Climate risks pose challenges for our operations, including increased energy costs, energy
and fuel price volatility, energy supply interruptions, non-compliance with relevant environmental
legislation and regulations, and potential damage to our facilities due to extreme weather
incidents, resulting in possible reputational issues and potential operational disruptions. However,
in our effort to contribute to the mitigation of such issues, we systematically work towards
minimizing our potential negative impact and proactively address risks throughout our operations.
We comply with current environmental legislation and relevant provisions, incorporate
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
sustainable practices and procedures, as well as conduct all necessary environmental impact
assessments. Additionally, through our Environmental and Energy Policy and relevant
management systems (ISO14001, ISO50001), we are committed to conducting business in an
environmentally responsible way, acknowledging that the protection of the environment, energy
saving and the conservation of natural resources are integral parts of responsible and sustainable
business development.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
4. Company’s strategy and Group’s prospects
With customer centric mindset we continue to be committed to our vision to deliver the best-in-
class entertainment in a safe and responsible way, generate sustainable value to all stakeholders
and give back to society. Our Fast Forward Strategy moves us ahead in 2024 and sets clear
direction for ensuring OPAP’s long-term success with focus in the following six areas:
Put Customer at the center
• We put the customer at the centre of our focus, applying a customer centric mindset in
everything we do. Changes are driven by the customers, so we need to affirm that we
understand them well before anything else, since better customer understanding will
lead to better gaming entertainment across all our channels. Customer’s orientation
includes the collection of the right data of online, VLTs and retail activities, so as to get
closer to our customer and to understand well who they are and what they want. The
customer approach is being completed with the implementation of these deep customer
insights and their reflection in our actions, along with the measurement of the impact on
performance and customer satisfaction. This experience will be reflected through
delivering the following attributes which are tightly connected with our Brand:
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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• more of social interaction through sharing experiences with others,
• more fun, content and entertainment by offering an experience that goes beyond bet
placement, more of personalized experience by making the experience personal and by
growing loyalty,
• more of digitalization through the enhancement of digital customer journeys both in
retail and online,
• more of safety and responsibility by ensuring safe environment and promoting
responsible gaming.
Furthermore, we keep in mind the key new customer trends we need to embrace, as well as search
for more when designing and executing the plans for all our customer segments: smartphones as
part of ourselves, play across retail and online channels with digital setting new standards for
experience, fun and entertainment in an affordable way, which means in a way that has real value
for the customers, with more sociability and interaction, more rewarding and recognition on the
“here and now”, more gaming experiences that induce them emotions of excitement and a sense
of win, simplicity that renders in today’s complex set up the necessary clarity for brand adoption.
Enhance and strengthen our BRAND
OPAP and the individual game brands, which constantly evolve, are our strong asset. We want to
keep leading in every aspect and be more relevant in people’s life by offering the entertainment
they really want. Our goal is to further strengthen the emotional bond with the brand and focus
on building entertainment, along with expanding our brand identity in the digital world across all
touchpoints that the customer interacts: TV, online, shop, communication, public relations, social
networks, even friends. The key attributes we intend to keep developing are the following:
a. Fun and social: we target to establish and strengthen the positioning of our stores and
our online as the entertainment destination, as well as redefine and deliver our new
digital brand identity.
b. Engaging: we focus on Digital and Social Media to deliver personalized content and
communication to engage with a multigenerational consumer base.
c. Rewarding: we enhance loyalty to reward every interaction with us and further
strengthen a positive emotional connection between customer and the company.
d. Responsibility: we expect to be a responsible corporate citizen, help our customers enjoy
the fun of gaming safely and always in compliance with the regulations.
We continue focusing on existing customers, employees and partners, as well as further embrace
younger audiences and women as an opportunity for growth. 360 CSR campaigns, communication
activities fully reflecting our commitment to Responsible Gaming, as well as more emphasis in
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
promoting our successful sponsoring activities consist our priorities. In this context, we envision
our brand tone of voice to be conversational, a great story-teller, contextual, personalized and
fun!
Become the customers’ #1 choice in online gaming in Greece
Online is our key growth driver with clear aspiration to become the customers’ #1 choice in online
gaming in Greece. With the hard work of our high performing team our online priorities and key
levers of growth are represented through the following areas:
• Product proposition: Enhance our exclusive lottery offering with many OPAP games,
while improving our competitiveness of Betting & Casino offering.
• Brand and communication: Keep building strong awareness of OPAP’s online and its
values through any means possible.
• Operational excellence: Constantly strive for the best possible customer experience
across all customer touchpoints all times.
• Customer insights and CRM: Efficient CRM that will allow us to deliver the right offer at
the right time leveraging Artificial Intelligence, while keeping relentless focus on activity
and development of players.
• High-performing frontends: Superior high-performance packaging with key focus on
mobile.
• Entertainment: Explore opportunities beyond existing games portfolio like social
networking, community, virtual reality, casual and Free to Play games, infotainment or
personalization.
Key enablers for all the above will be i) technology, choosing the right vendors and technology
setup (in house/outsource) for agile delivery and operational excellence, and ii) regulatory,
cooperating with relevant authorities on regulatory matters, ensuring equal market conditions
and enabling implementation of our “tomorrow”. More specifically, our key commercial priorities
for 2024 in Online will be:
Sportsbook: our ambition is to become an operator of choice by offering simplicity, reliability and
trustworthiness in a fun, engaging and personalized environment, evolving to a complete and
well-functioning betting platform with social elements, offering at the same time Offer a unique
loyalty proposition.
iLottery: our clear ambition is to evolve opaponline.gr from just "place a bet“ to a proposition
with more options to play (offering Free2Paly games and social elements for customers to
interact), accompanied by a unique loyalty scheme.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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Maintain our strong position in the Retail World
Our aim is to maintain our strong position in retail and explore opportunities for growth through
further upgrade of gaming entertainment experiences and enhancement of digital customer
journeys. We will further evolve the local affordable entertainment destination experience with
paperless and cashless customer journeys, more social experiences with a new digital layer on top
of this. Our key commercial priorities for 2024 will be as follows:
• Launch Eurojackpot to attract new customers and increase occasional players’
engagement.
• Establish New Tzoker and New Lotto propositions in customers’ mindset.
• Establish Pame Stoixima Tipsters, our new digital betting community with unique offering
for Pamestoixima players via OPAPStore App.
• Evolve our Loyalty programs, by simplifying rewarding and offering more and
differentiated benefits.
• Offer Local PLAY Jackpots to enhance in store festivity.
• Continuously enriching our current propositions such as KINO, PowerSpin, Virtuals and
Scratch.
Explore technology
Technology supports our mission, comprising an essential enabler pillar of our strategy to deliver
better customer solutions and improve our productivity and efficiency. Technology will further
evolve with focus on three pillars:
• Software development: Increase control and reduce dependencies & response time, by
expanding in-house SW development.
• Retail Estate revamp: Accommodate growth velocity with a revamp of all shop assets and
Telecommunications layer.
• Digital enterprise & AI: Leverage AI and digital technologies, to improve enterprise level
experiences & optimize aspects of daily operations.
Engage our People
We move forward growing together with our people. Key pillars of our people strategy consist of:
• Foster a winning Culture: we aim to shape the OPAP identity, reflect our culture in our
ways-of-working and the way we communicate.
• Develop & Attract best Talent: we aim to focus of the Learning & Development of our
people, to set clear career progression opportunities and attract new talents.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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• Create a flexible future fit Organization: we aim to establish efficient structures, clearly
defined roles and responsibilities and flexibly allocated resources to the key growth areas.
• Safeguard the Fundamentals: we aim to leverage data and set up HR analytics to support
decision-making, while also identify opportunities to digitize & improve employee
service.
Along with the six key areas of our strategy, we continue to strengthen and leverage our #1
Position in Corporate Responsibility showcasing that giving back to society is essential to OPAP as
much as our commercial aspirations. Our commitment to sustainable growth and ESG
(Environmental – Social – Governance) principles also underline the following aspirations:
• Environment: Improve our environmental footprint, positively influence our network.
• Social: Empower and engage our people, support our Society, elevating Responsible
Gaming principles.
• Governance: assure Governance & Business Continuity as well as business ethics &
compliance.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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5. Related Parties significant transactions
The amounts of expenses and income undertaken in 2023, and the balances of payables and
receivables as at 31.12.2023 for the Group and the Company which arose from transactions
with related parties are presented in the following tables:
Company’s transactions with related parties
(eliminated for consolidation purposes)
Company
Expenses
Income
Assets’
Purchase
Payables
Receivables
(Amounts in thousands euro)
OPAP SPORTS LTD
-
2,500
-
-
-
OPAP CYPRUS LTD
829
33,254
-
31,299
20,870
OPAP INVESTMENT LTD
-
175,000
-
-
-
HELLENIC LOTTERIES S.A.
-
4,817
-
29
5,292
HORSE RACES SINGLE MEMBER S.A.
31
284
-
4
372
TORA DIRECT SINGLE MEMBER S.A.
291
264
-
31
2,423
TORA WALLET SINGLE MEMBER S.A.
1,263
346
-
318
5,460
NEUROSOFT S.A.
10,224
-
195
2,363
5
Total
12,637
216,465
195
34,044
34,422
Income from related parties shown in the above table includes € 175,000 th., € 5,000 th. (out of €
33,254 th.) and € 2,500 th. dividend income for the financial year 2022 from OPAP INVESTMENT
LTD, OPAP CYPRUS LTD and OPAP SPORTS LTD, respectively.
It is also noted that related party payables include two loans of € 20,000 th. and € 10,000 th.
nominal value due to OPAP CYPRUS LTD, whereas the related party receivables include a loan
balance of € 4,900 th. due from TORA WALLET SINGLE MEMBER S.A. and a loan balance of € 2,380
th. due from TORA DIRECT SINGLE MEMBER S.A..
Additionally, the Company has granted total corporate guarantees of € 108,550 th. in favour of
HELLENIC LOTTERIES S.A. out of which € 41,750 th. is a corporate guarantee for the bond loan
obtained by HELLENIC LOTTERIES S.A. from Alpha bank, € 62,625 th. is a guarantee to HRADF and
€ 4,175
th. relates to its overdraft bank account. Additionally, the Company has granted corporate
guarantees of € 4,132 th. in favour of HORSE RACES SINGLE MEMBER S.A. to HRADF and € 3,000
th. for its overdraft bank account. Finally, the Company has granted corporate guarantees of €
8,000 th. in favour of TORA WALLET SINGLE MEMBER S.A. for its overdraft bank account, € 1,100
th. in favour of OPAP SPORTS LTD and € 1,000 th. in favour of NEUROSOFT S.A..
The Company intends to provide financial support to its subsidiaries, if it is deemed necessary.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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For the preparation of the consolidated financial statements, the transactions and balances with
the Group’s subsidiaries have been eliminated.
Group’s companies transactions with related companies
Expenses
Income
Payables
Receivables
(Amounts in thousands euro)
Related party balances and transactions
not eliminated for consolidation purposes
38,092
592
4,486
7,012
Total
38,092
592
4,486
7,012
The balance of ”Receivables” of the Group as at 31.12.2023 mainly includes the Deferred
consideration from the disposal of KAIZEN GAMING LIMITED (Betano Business) of € 6,537 th.
(31.12.2022: € 130,000 th.).
The Group’s “Expenses” mostly relate to consulting fees.
Transaction and balances with Board of Directors members and management personnel
(Amounts in thousands euro)
GROUP
COMPANY
Category
Description
01.01-
31.12.2023
01.01-
31.12.2023
KEY MANAGEMENT
PERSONNEL
Salaries
8,231
6,548
Other compensation
60
60
Social security costs
277
272
Total
8,568
6,879
(Amounts in thousands euro)
GROUP
COMPANY
Category
Description
01.01-
31.12.2023
01.01-
31.12.2023
BOARD OF
DIRECTORS
Salaries
837
408
Social security costs
88
59
Total
925
467
(Amounts in thousands euro)
GROUP
COMPANY
Liabilities from BoD’s compensation & remuneration
31.12.2023
31.12.2023
BoD and key management personnel
104
103
Total
104
103
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6. Corporate Governance Statement
Chairman’s Statement on Corporate Governance
The Company has adopted and applies the Hellenic Corporate Governance Code (HCGC) issued by
the Hellenic Council of Corporate Governance (ESED) in June 2021 (hereinafter “HCGC” or the
“Code”) which replaced the initial version of the Code issued in 2013 and was adopted by the
Company in 2014. The Board takes seriously its responsibility for effective corporate governance
and delivery of long-term shareholder and interested parties reward and its decisions are taken
in light of these considerations. I am pleased to report to you directly on OPAP’s governance
activities.
OPAP and Governance
The Board strongly believes that implementing and maintaining high governance standards
underpin our business objectives and our drive to create and maximize shareholder value whilst
managing the business effectively, responsibly and with integrity, so that we demonstrate
accountability and maintain the trust of all our stakeholders. We are constantly seeking to develop
our practices and governance framework to ensure that compliance, transparency and good
governance permeate through the Group at all levels.
Following the implementation of the Law 4706/2020 the Company constantly aims at improving
the governance system, at demonstrating continuous compliance with the legal and regulatory
framework which applies to listed companies, at implementing best and effective corporate
governance practices and at strengthening shareholders’ trust to the Company. The purpose of
the Company is to continuously comply with the legal and regulatory framework which applies to
listed companies, to implement best and effective corporate governance practices and to
strengthen shareholders’ trust to the Company.
In addition to compliance with the applicable legal and regulatory framework, the Board wishes
to ensure that high ethical standards are reflected in business behavior and culture through OPAP
Group’s Code of Conduct, which was approved by the BoD in 2015 and is periodically reviewed
and amended, ensuring alignment with strategic Company targets and standards. The Code of
Conduct establishes a structured framework applicable to OPAP S.A. and its subsidiaries and
proves that OPAP is a transparent organization acting in accordance with the principles and rules
of the Code of Conduct, as well as its legal and regulatory obligations.
Τhe applicable Internal Rules and Regulations of the Company, approved by the Board of Directors
in February 2021, aim at regulating the organization and functioning of the Company to secure:
a) business integrity;
b) transparency of business activity;
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c) control over management and how management decisions are made;
d) compliance with the legal and regulatory framework and the obligations deriving
from the Concession Agreement.
The Internal Rules and Regulations are publicly available at the Company’s website
https://investors.opap.gr/en/governance/internal-rules-and-regulations.
Further, the Company regularly updates its Articles of Association and the Company's Policies and
Processes to constantly comply with the applicable legal framework. The Company has
established a structured framework of policies, processes, principles and roles to ensure that
OPAP S.A. and its subsidiaries comply with the applicable legal, regulatory and contractual
framework and take preventive measures to limit possible risks before they materialize.
In this respect, OPAP S.A. issued its Fit and Proper Policy which was approved by the Annual
General Meeting of the Shareholders on 17.06.2021. The Fit and Proper policy sets out:
(i) the core principles of the process for the selection, appointment, re-appointment
and succession planning of members of the BoD;
(ii) the applicable internal procedure for the assessment of the suitability of BoD
directors, including the internal function responsible for providing support for the
assessment;
(iii) the criteria to be used in the suitability assessment of the BoD and the BoD members
(suitability criteria) and how such an assessment should be documented;
(iv) the diversity policy for members of the BoD and the target for the underrepresented
gender in the BoD; and
(v) the guidelines for the induction and ongoing development of members of the BoD.
The Fit and Proper Policy addresses the issues of individual and collective suitability as required
by the Corporate Governance Law 4706/2020 and Circular no 60 of the Hellenic Capital Market
Commission.
The Fit and Proper Policy is available on the Company’s website
(https://investors.opap.gr/en/governance/codes-and-policies/fit_and_proper_policy).
OPAP S.A. has also in place a Whistleblowing Policy, which applies in case of violation of the Code
of Conduct or in case of other serious violations of the applicable framework and provides for the
channels by which employees can and should report to the Company valid allegations of known
or suspected alleged improper activities. The Whistleblowing Policy has been reviewed in full
compliance with the new framework established by Directive (EU) 2019/1937 of the European
Parliament and of the Council (hereinafter the “Whistleblowing Directive”) and Law 4990/2022
(by virtue of which the Whistleblowing Directive has been transposed into Greek Law).
Furthermore, the Company’s Audit Committee, established as a BoD Committee by virtue of a
resolution of the Company’s General Meeting of the Shareholders, among other things, monitors
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the effectiveness and adequacy of, the policies and systems of Internal Controls of the Company
and the Group.
In line with our FAST FORWARD strategy we set clear directions for ensuring OPAP’s long term
success with focus on our Customers, our Brand, the Online and Retail gaming, exploration of
Technology potentials and our People.
In the interest of continuous monitoring of the implementation of strategy, the Company CEO
regularly updates the Board about the progress of the Fast Forward Strategy and provides
annually an overall assessment. The 2023 Fast Forward Strategy key achievements, as well as the
opportunities for improvement in 2024 have been presented to the Board of Directors and were
effectively communicated to all employees.
Composition of the Board
I and the rest of the Board continue to pay close attention to the composition of the Board. We
remain mindful of the upcoming legal provisions and it is our aim to comply with them without
compromising the culture that drives the success of our business. In this context we continue to
achieve a gender-balanced representation among board members while ensuring the right
balance between executive, non-executive and independent board members. The above
initiatives have complemented our previous choices regarding the distinction of the role of the
Chairman from that of the Chief Executive Officer and the appointment of a non-executive Vice-
Chairman.
Risk Assessment and Management
The Board is responsible to ensure and monitor the effective implementation of the Company’s
risk management framework and remains committed to building on and improving our
understanding of the key risks faced by the Company and its business operations. The Board has
also adopted a relevant communication and escalation framework. In this context, a dedicated
Risk Management Team has been established by the Board, and a formal risk management
framework has been approved, to ensure effective mitigation and alignment with strategic
objectives.
Board Evaluation
In accordance with Internal Rules and Regulations, the Board of Directors performs its evaluation
internally on a yearly basis. Details in respect to the annual evaluation for 2023 is available in
section B.3.
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Diversity
OPAP S.A. is an equal opportunities employer who promotes an inclusive and diverse culture and
is committed to the promotion of equality through our workforce, players, retailers and society.
The Board reiterates its view that facilitating and promoting diversity in its broadest sense has
helped propel the Company’s success to date. OPAP S.A. established policies and processes in
order to ensure that the Company’s senior management roles, in particular, are open to fresh
thinking and must include personnel from different global backgrounds who bring new ideas to
the table. It is OPAP’s policy to make decisions regarding recruitment and selection, remuneration,
career development and training, transfers, promotion and succession planning based solely on
merit – being the skills, experience, qualifications and potential of the individual connected to the
job – without regard to gender, age, sexuality, family circumstances, marital status, disability,
religion, political preference, trade unionism or any other classification protected by applicable
law. Reference to the above policy is also made in the Code of Conduct of OPAP Group which is
accessible in the Company site https://investors.opap.gr/en/governance/codes-and-
policies/code-of-conduct.
Further, the updated Diversity Policy forms part of the Fit and Proper Policy adopted by the
Company. OPAP S.A. Diversity Policy provides the framework by which the Company and its
subsidiaries actively manage and encourage inclusion and diversity. It aims at creating a safe,
respectful and inclusive place to work which shall provide an essential foundation for OPAP people
to successfully contribute to meeting the Company’s objectives, enhance the Company’s global
reputation and achieve sustainable business results. The Diversity Policy is accessible in the
Company site (https://investors.opap.gr/en/governance/codes-and-
policies/fit_and_proper_policy).
As at 31 December 2023:
• The Company complies with the quantitative target for the representation of the
underrepresented gender in the BoD set by Corporate Governance Law (i.e. 25% of the
total members of the BoD, fraction is rounded down to the previous integer) and its
Diversity Policy.
• More specifically, the Board of Directors consists of eight men and three women, while
Greek BOD members represent 18.18% and non-Greeks represent 8.,82%.
• During 2023 our % of women in managerial positions (Team Leader level +) was 30.58%.
Certain conditions caused a slight decrease of our women % in managerial positions, as
new hires took place mainly in Technology & Digital Team where, according to market
trends, the number of men candidates is significantly higher than women. For 2024 we
will target for an increase should the circumstances allow it.
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• Regarding our Top Executives (Chairman, CEO, Chiefs) the percentage of women reached
the percentage of 18.18% in 2023 (increased compared to 16.67% in 2022). Greek Top
Executives represent 72.73% and non- Greeks are 27.27%.
The Company’s Board of Directors has not only achieved gender and nationality diversity but also
educational, professional and age diversity to ensure variety of views and experiences, to facilitate
independent opinions and sound decision making with the BoD.
The Board has instructed me to confirm that, notwithstanding the explanations / disclosures in
the respective chapter of Corporate Governance Statement, each Director’s independence of
thought and actions is assured and all decisions were taken to promote OPAP’s success as a whole.
Statement of Compliance with the Code
The Corporate Governance Statement on the following pages contains a summary of the
Company’s governance arrangements and the regulatory assurances required under the current
legal and regulatory framework. Except as explained in the respective chapter, the Company
states that it fully complies with the current legal requirements and additional Special Practices of
the Code throughout the year ended 31 December 2023.
Athens, 12 March 2024
Chairman of the BoD
Kamil Ziegler
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Corporate Governance Statement
The Company prepares this Corporate Governance Statement (herein the “Statement”) since its
shares are traded in the main market of Athens Exchange. This Statement, which is prepared in
accordance with Law 4548/2018 "Reform of the Law of Sociétés Anonymes", as in force
(hereinafter the "Law"), article 18 of Law 4706/2020 and in line with the requirements and the
guidance provided in the Hellenic Corporate Governance Code, sets out how the Company has
applied the main principles of the Code throughout the year ended 31 December 2023 and at the
date of this Statement.
A: Leadership
A.1: THE ROLE OF THE BOARD
The Board of Directors is the supreme administrative body of the Company that mainly formulates
the Company’s strategy and growth policy, while supervising and controlling its management and
administration of corporate affairs and the pursue of its corporate purpose.
The Board of Directors is competent to decide on every issue concerning the Company’s assets
management, administration, representation and its operations in general, taking all appropriate
measures and decisions that assist the Company in achieving its objectives. Those issues which,
according to the provisions of the law or the Articles of Association, fall within the exclusive
competence of the General Meeting shall be outside the competence of the Board of Directors.
The Board of Directors ensures the integrity of financial statements, of financial reporting and the
effectiveness of the systems of internal controls, risk management and of compliance processes
of the Company.
Further, the BoD shall specifically have the authority to decide on the issuance of any kind of
bonds, with the exception of those that by law fall under the exclusive competence of the General
Meeting of Shareholders. The Board of Directors can also decide on the issuance of bonds
convertible into shares following decision of the General Meeting of the Shareholders and the
provision of authorization to the Board of Directors in accordance with the provisions of applicable
law.
The BoD operates in accordance with the Company’s Articles of Association as well as with its
Charter, which has been approved by the same.
The main matters for the Board’s decision in 2023 included the following:
• Significant business projects
• Capital expenditure projects
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• Approval, as appropriate of annual budgets, business plans, organizational structure
advertising and sponsorships program
• Approval of Financial Statements and shareholders communication
• Resolutions regarding the financial position, bank lending, etc.
• Regulatory compliance issues and related policies
• Significant transactions with related parties
• Review and approval, as appropriate, of recommendations from the Committees of the
Board
• Protection of legal interests of the Company
Meetings
Board meetings are structured to allow open discussion. The Board meets regularly, in principle
once per month (with physical presence, by telephone, teleconference or videoconference, or
combination thereof) and calls additional meetings or takes written resolutions without holding a
meeting, to consider matters in its competence whenever deemed necessary. In 2023, there were
eleven Board meetings (plus seven additional resolutions via rotation). There were ten Audit
Committee meetings (plus ten additional per rotation resolutions) and two Remuneration and
Nomination Committee meetings (plus four additional resolutions via rotation).
The table below sets out the attendance by individual Directors at scheduled Board and
Committee meetings during 2023 and provides information on the number of shares held by each
Board member.
BoD member name
Position
BoD
1
Presence
BoD
Representation
Audit Committee
Presence
2
Remuneration &
Nomination
Committee -
Presence
3
Number of
Company shares
Kamil Ziegler
Executive Chairman
10
1
-
-
31,718
Jan Karas
Member – Executive, Chief Executive
Officer
11
-
-
-
74,000
Pavel Saroch
Vice-Chairman – Non-Executive
10
1
-
-
1,163,432
Pavel Mucha
Member – Executive, CFO
11
-
-
-
Ø
Katarina Kohlmayer
Member – Non-Executive
9
2
-
-
9,532
Robert Chvátal
Member – Non-Executive
10
1
-
-
5,370
Igor Rusek
Member – Non-Executive
11
-
-
2
Ø
Nicole Conrad Forker
Member – Independent Non-
Executive
11
-
10
2
Ø
Cherrie Mae
Chiomento-Ferreria
Member – Independent Non-
Executive
11
-
10
-
Ø
Theodore Panagos
Member – Independent Non-
Executive
11
-
-
2
Ø
Georgios Mantakas
Member – Independent Non-
Executive
11
-
10
-
Ø
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Notes:
1. In the year 2023, seven (7) BoD decisions were taken unanimously via rotation.
2. In the year 2023, ten (10) Audit Committee decisions were taken unanimously via rotation.
3. In the year 2023, four (4) Remuneration and Nomination Committee decisions were taken unanimously via
rotation.
Directors’ Insurance and Indemnities
The Directors receive remuneration as per the relevant provision in the Company’s Articles of
Association and the approved Remuneration Policy. Each individual, who is an executive of the
Company and/or of any company within OPAP at any time on or after October 2013, benefits from
a deed poll of indemnity in respect of the costs of defending claims against him or her and third-
party liabilities. Additionally, Directors’ and Officers’ liability insurance cover was maintained
throughout the year at the Company’s expense.
A.2: THE CHAIRMAN ROLE
There is a clear separation of responsibilities between the Executive Chairman and the CEO in the
Company’s Articles of Association and the Internal Rules and Regulations.
The Chairman presides over meetings of the Board of Directors, organizes and directs its work,
and reports on it to the Annual Shareholders Meeting.
The Chairman’s competences are indicatively outlined below:
• Chairing and ensuring that Board meetings constitute a forum where open debate and
effective contribution from individual Directors are encouraged, with sufficient time
allocated to key issues
• Encouraging dialogue between the Company and its Shareholders and other
stakeholders, and facilitating the Board’s understanding of Shareholders’ and other
stakeholders’ concerns
• Overseeing the induction, information and support provided to directors; and
• Leading the annual performance evaluation of the Board
• Determining the items of and structure of the agenda, scheduling meetings in a way that
ensures that the majority of BoD members are present, and sending members the
necessary material to assist debate and decision-making in due time
• Ensuring that the BoD complies with its obligations towards Shareholders, the Company,
the supervisory authorities, the law and the Articles of Association of the Company
• Where a pertinent resolution of the BoD is issued, he may also represent and bind the
Company.
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The Non-Executive Vice-Chairman stands in for the Chairman of the Board of Directors in his non-
executive duties, when the latter is absent or unable to attend. The CEO stands in for the Chairman
in his executive duties.
A.3: THE CEO ROLE
The CEO is vested with all powers necessary to act in all circumstances on behalf of the Company.
He exercises these powers within the limits of the corporate purpose, in accordance with the rules
set forth by the law and the Articles of Association of the Company, and subject to the relevant
resolutions of the General Shareholders’ Meetings and the Board of Directors.
The CEO, per his role, is also in charge administratively and operationally of all Company
departments (with the exception of the Internal Audit Team which is supervised only
administratively by the CEO, and the Corporate Secretariat Team which is administratively and
operationally supervised by the Chairman of the Board), directs their work, makes the necessary
decisions within the context of the current legal and regulatory framework governing the
Company’s operations, the Articles of Association, the Internal Rules and Regulations, the
approved projects and budgets, Board decisions as well as the Business and Strategic Plan.
The CEO’s competences indicatively include:
• Supervising Company business and financial policy
• Monitoring and assuming responsibility for the Company’s financial results and
profitability
• Monitoring internal organization and taking appropriate measures to promote and make
good use of the staff; proposing that the BoD approves the drafting of new regulations,
organizational charts
• Approving staff recruitment, as appropriate
• Defining, in cooperation with the BoD and the Senior Management, the strategic targets
of the Company
• Setting the targets and the Key Performance Indicators, and monitoring the performance
of the Company’s Management
• Having the power to delegate the day-to-day management of the business of the
Company, either to Deputy Chief Executive Officer or to each of the Officers of the Senior
Management, acting individually, jointly or as sub-committee
• Having the power to acquire and dispose of businesses and to approve unbudgeted
capital expenditure projects, subject, in each case, to a limit per transaction defined by
the BoD;
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• Having the power to represent and bind the Company against third parties for the signing
of payment orders, bank checks, payment of salaries, insurance contributions, payment
of taxes and fees of any nature to the State; and
• Having the power to represent the Company judicially and extrajudicially, and to sign
every document from or addressed to the Company, to instruct advisers and to instigate
legal proceedings on behalf of the Company in respect of matters for which no further
collective Board authority is required by the law or the Articles of Association
• In general, the CEO checks the day-to-day operations of the Company and supervises how
each Team performs its tasks
The Chairman of the Board of Directors or, with very specific portfolio of duties, the Deputy
Managing Director (Deputy CEO), stand in for the Managing Director (CEO) when the latter is
absent or unable to attend.
A.4: COMPOSITION OF THE BOARD
During the reporting financial year, the Board of Directors consisted of eight non-executive
members of which four were independent, and three executive members.
Specifically, since 01.01.2023 until the date of this Statement, three executive members
participate in the Board of Directors, namely Mr. Kamil Ziegler, Executive Chairman, Jan Karas,
CEO and Pavel Mucha, CFO.
A.5: EXECUTIVE DIRECTORS
The executive members of the Board, among others, are responsible for the implementation of
the strategy determined by the Board and consult with non-executive members of the Board at
regular intervals regarding the appropriateness of the strategy implemented. In addition, in
situations of crisis or risk, as well as when it is required by the circumstances to take measures
that are reasonably expected to significantly affect the Company, indicatively when decisions are
to be made regarding the development of the business or the risks assumed, which are expected
to affect the financial situation of the Company, the executive members immediately inform the
Board in writing, either jointly or separately, reporting on their assessments and proposals.
A.6: NON-EXECUTIVE DIRECTORS
Non-executive members of the BoD, including the independent non-executive members who are
elected by the General Meeting of the Shareholders, monitor and examine the Company's
strategy and its implementation, as well as the achievement of its objectives and ensure the
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effective supervision of the executive members. Non-executive members do not perform
executive or managerial duties, but contribute by helping the BoD as follows:
• Constructively challenging and helping in developing strategy proposals, expressing views
on the proposals submitted by the executive members, based on existing information
• When appointed by the BoD, participating in BoD Committees or any other working group
or ad hoc committees formed from time to time, and performing the duties assigned to
them in such committees
• Providing international and operational experience, and knowledge and understanding
of global financial issues, the sectors in which OPAP operates and challenges it faces.
A7: INDEPENDENT NON-EXECUTIVE DIRECTORS
The independent non-executive members are elected by the General Meeting of the Shareholders
or appointed by the Board in case of replacement of a resigned independent member. They are
not less than 1/3 of the total number of Board members and, in any case, they are not less than
2, while fractions round to the closest integer. For a non-executive member to be considered as
independent, the criteria set out in the applicable legislation and depicted in the Internal Rules
and Regulations of the Company, must be met at the election and throughout one’s term of office.
The independent non-executive members, either individually or jointly, submit, if necessary,
reports to the General Shareholders’ Meetings, irrespective of the reports submitted by the BoD.
During the reference year and until the date of this Statement, the BoD of the Company comprises
4 independent non-executive members, all satisfying the independence criteria set forth in article
9 of Law 4706/2020, as confirmed based on the members’ resumes, their other commitments
(professional and personal), the additional documents submitted by each Independent BoD
member, the absence of any incompatibilities, the fact that they do not own, directly or indirectly,
voting rights constituting a percentage higher than 0.5% of the share capital of the Company and
are discharged from financial, business, family or any other type of dependence relationship (as
set out in article 9 of L. 4706/2020), which might affect their decisions and their independent and
objective judgement.
The CVs of the members of the Board of Directors and the Corporate Secretary who serve on the
date of this Statement are available in section B.5.
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B: Effectiveness
B.1: COMMITMENT
All Non-Executive Directors confirm that they are able to allocate sufficient time to meet the
expectations of the role and the requirement to disclose any actual or potential conflicts of
interest. Αll Board members satisfy the non-overboarding criteria (HCGC clause 2.2.18). Other
professional commitments of the members of the Board of Directors who serve on the date of
this Statement are available in section B.5.
B.2: INFORMATION AND SUPPORT
All members of the Board receive timely reports on items arising at meetings of the Board to
enable due consideration of the items in advance of meetings. Directors unable to attend a
particular meeting during the year had the opportunity to review and raise any issues on the
relevant briefing papers.
Each Director has access to the advice and services of the Corporate Secretary and a procedure
exists for Directors to take independent professional advice at the Company’s expense in respect
of their duties.
Corporate Secretary
The Corporate Secretary ensures that the correct Board procedures are followed and proper
records are maintained. Furthermore, the Corporate Secretary assists and advises, as the case
may be, the members of the Board of Directors on matters concerning their said capacity.
B.3: EVALUATION
Performance Evaluation
The Board maintains an ongoing review of its procedures and its effectiveness and those of its
Committees throughout the year. The Board of Directors is performing on a yearly basis a self-
assessment of the effective fulfilment of its tasks, in line with the legislative requirements and the
provisions of the Fit & Proper Policy. Every three years the self-assessment is facilitated by an
external consultant. The performance of each committee is assessed by the committee itself and
the results are shared with the Board of Directors. The Company has established a process with
both qualitative and quantitative criteria for the assessment of the performance of the Board of
Directors and its committees.
The process is chaired by the Chairman of the Board of Directors in cooperation with the
Remuneration and Nomination Committee, with the exception of the evaluation of the
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Chairman’s performance which is chaired by the Remuneration and Nomination Committee. The
evaluation process includes:
• evaluation of collective suitability of the performance of the Board of Directors in
accordance with the Fit and Proper Policy and the criteria set therein
• individual evaluations of each member, including the Chief Executive Officer and the
Chairman
• succession plan of the members of the Board of Directors
The evaluation process is carried out in the form of questionnaires. The results of the evaluation
of the Board of Directors are assessed by the Remuneration and Nomination Committee and
communicated and discussed by the Board of Directors.
Τhe annual self-evaluation of collective suitability of the performance of the Board of Directors
and its Committees for 2023 was facilitated by an external consultant (Grant Thorton) and the
results were discussed by the Board of Directors at its meeting of 29.02.2024. The assessment
focused on the following key areas: the collective effectiveness, the effective oversight of the
Company’s Internal Control System and the Strategy & Decision-making process and concluded
that OPAP Board of Directors and its Committees exceed expectations on all evaluation areas in
terms of efficiency and effectiveness. A few suggested improvement points were all assessed as
low risk and were taken into consideration by the Remuneration and Nomination Committee and
the Board of Directors for further evaluation and implementation / adoption. The individual
evaluation of the Board Members for 2023 was also concluded and the respective results were
shared with each Board member.
B.4: DIRECTORS’ RE-ELECTION
In accordance with Articles of Association of the Company, all the Directors are subject to election
by shareholders at intervals of four years. Such term of office shall be extended ipso jure until the
election of new directors from the next ordinary General Meeting of the Shareholders in
accordance with the more specific provisions of the Articles of Association. The members of the
Board of Directors are unconditionally re-eligible and may be freely removed. Members of the
Board of Directors are removed by the General Meeting of the Shareholders. The General Meeting
may replace any of the members of the Board of Directors even before their term of office expires.
The current Board of Directors was elected for four (4) years, and its term of office expires on
09.06.2026. According to article 11 of the Company’s Articles of Association (AoA) such term of
office is extended ipso jure until the election of new directors from the next Annual Shareholders’
General Meeting, in accordance with the specific provisions of paragraphs 1, 2 and 3 of the same
article.
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B.5: CURRICULA VITAE OF THE BOARD OF DIRECTORS MEMBERS
Kamil Ziegler
Executive Chairman
Mr. Kamil Ziegler is the Executive Chairman of OPAP S.A.
Born in Ceska Lipa in the Czech Republic. In 1984 Mr. Ziegler graduated from the University of
Economics, Faculty of Trade, in Prague. In 1996 he graduated from the Southern Graduate School
of Banking at the Southern Methodist University in Dallas, Texas. He began his professional career
at the State Bank of Czechoslovakia where he served in different managerial positions: he worked
as an Executive Director for Finance at Komercni banka, Prague, and then as a deputy CEO and
Board member at Czech Savings Bank. Thereafter, he was appointed Chairman of the Board and
CEO in the Czech state-owned Consolidation Bank. After that he served as Chairman of the Board
and CEO in Raiffeisenbank Czech Republic. He also held the position of Executive Director for
Finance and Board Member in the PPF Group. His last executive appointment was as the CEO and
proxy holder in SAZKA A.S., the largest Czech lottery organisation, where he is currently serving as
a Board member. Mr. Ziegler has been also a member of the Board of Directors and member of
Supervisory Boards of many companies in the Czech Republic, Netherlands, Cyprus and Austria.
Other professional commitments
Opap Cyprus Ltd
Chairman
Opap Investment Ltd
Chairman
Hellenic Lotteries SA
Non-Executive Board Member
Horse Races Single Member SA
Chairman
Neurosoft SA
Non-Executive Board Member
SAZKA a.s.
Member of the Board of Directors
SAZKA FTS a.s.
Member of the Board of Directors
PPF Group N.V.
Chairman of the Supervisory Board
Chairman of the Audit Committee
Casinos Austria Akiengesellschaft
Member of the Supervisory Board
Jan Karas
Chief Executive Officer, Executive Member
Jan Karas was appointed OPAP’s Chief Executive Officer (CEO) and executive member of the Board
Directors in December 2020, after successfully serving the company for nearly seven years, from
various senior roles.
He joined OPAP in January 2014 and during his tenure with the company, he has led the
operations, development and modernization of the company’s retail and indirect sales networks,
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overseeing activities related to sales, retail marketing, customer and partner support. Moreover,
he has also been in charge of the operation and management of OPAP’s gaming and non-gaming
commercial activities, across all retail and online channels, and contributed significantly to OPAP’s
initiatives and response to the coronavirus (COVID-19) pandemic.
Overall, Jan has a proven track record in delivering strong business results, as well as broad
professional experience in developing solid commercial strategies and implementing successful
retail and sales development programs. Before joining OPAP, he held several high-ranking
positions in Marketing, Sales and Product Development in the Telecommunications sector, in the
Czech Republic and Germany.
Throughout his career, Jan has been focused on pursuing and following a customer-centric
mindset, promoting positive change and developing high-performing and cross-functional teams.
Other professional commitments
Hellenic Lotteries SA
Chairman and CEO
Opap Cyprus Ltd
Member of the Board of Directors
Opap Investment Ltd
Member of the Board of Directors
Tora Direct Single Member SA
Executive Board Member
Allwyn North America Inc. [formerly known as
Camelot Global Services (North America) Inc.]
Director
Pavel Šaroch
Vice Chairman, Non-Executive Member
Mr. Šaroch graduated from the University of Economics, Prague. Having specialized in investment
banking and economic management of corporations since 1995, he has served in management
positions with securities trading firms such as Ballmaier & Schultz CZ and Prague Securities. From
1999 to 2001, he was Member of the Board of Directors at I.F.B., which focuses on organizational
and economic consultancy, management of private investment projects. In 2001, he was
appointed Deputy Chairman of the Supervisory Board of ATLANTIK finanční trhy and subsequently
became a member of the company‘s Board of Directors.
Mr. Šaroch is a member of the Boards of Directors of the parent company of KKCG investment
group KKCG AG and of individual holding companies that belong to the Group. In KKCG a.s. he
represents the position of the Chief Investment Officer.
Moreover, he is a member of the board of directors of Allwyn International a.s. (former SAZKA
Group a.s.) and its subsidiaries.
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Other professional commitments
Stoiximan Holding Ltd
Member of the Board of Directors
Stoiximan Ltd
Member of the Board of Directors
Sazka a.s.
Member of the Board of Directors
Allwyn International a.s. (formerly Sazka Group a.s.)
Member of the Board of Directors
Sazka Austrian Gaming Holding a.s.
Chairman of the Board of Directors
Italian Gaming Holding a.s.
Chairman of the Board of Directors
Allwyn Asia Holding a.s. (formerly Sazka Asia a.s.)
Chairman of the Board of Directors
Lottoitalia S.r.l.
Member of the Board of Directors
Allwyn Czech Republic Holding a.s. (formerly Sazka
Czech a.s.)
Chairman of the Board of Directors
Sazka FTS a.s.
Member of the Supervisory Board
Allwyn Services UK Ltd (formerly Sazka Group UK Ltd)
Member of the Board of Directors
KKCG AG
Vice-Chairman of the Board of Directors
Casinos Austria Aktiengesellschaft
Member of the Supervisory Board
Allwyn AG (formerly Sazka Entertainment AG)
Member of the Board of Directors
Allwyn Financing Czech Republic 2 a.s. (formerly SAZKA
Group Financing (Czech Republic) 2, a.s.)
Chairman of the Board of Directors
Kaizen Gaming International Ltd
Director
Österreichische Lotterien GmbH
Member of the Supervisory Board
Allwyn Entertainment Ltd
Director
Kaizen Gaming Holding Ltd
Director
Allwyn Entertainment AG, in liquidation
Member of the Board of Directors
Allwyn Sub AG, in liquidation
Member of the Board of Directors
Allwyn Lottery Solutions Limited (formerly Camelot
Global Lottery Solutions Limited)
Director
Allwyn Technology Services Limited (formerly Camelot
Global Services Limited)
Director
Valea Holding AG
Member of the Board of Directors
KKCG Holding AG
Member of the Board of Directors
Pavel Mucha
CFO, Executive Member
Mr. Pavel Mucha has officially assumed his role as Chief Financial Officer at OPAP, on 1 October
2019. Prior to OPAP he had 26 years of professional experience. Having graduated from University
of Economics and Business in Prague in 1992, he started his career as tax consultant (Price
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Waterhouse), and later he held various finance and CFO positions in pharmaceutical (Wyeth
Whitehall in Czech and Slovakia) and FMCG companies (Rothmans/BAT in the UK, Cyprus and
Czech and in Stock Spirits Group in Czech and Slovakia). Before joining OPAP he held the position
of Chief Financial Officer at Sazka, the national lottery operator of the Czech Republic, which is a
member of Allwyn (former SAZKA) Group.
Other professional commitments
Opap Sports Ltd
Chairman of the Board of Directors
Opap International Ltd
Chairman of the Board of Directors
Opap Investment Ltd
Member of the Board of Directors
Hellenic Lotteries SA
Executive Member of the Board of Directors
Kaizen Digital Services Single Member SA
Member of the Board of Directors
Katarina Kohlmayer
Non-Executive Member
Mrs. Kohlmayer had been a senior investment banker with experience in corporate finance,
reporting & accounting, international M&A, equity & debt capital markets and bank financing
transactions. Her previous professional roles include managing director’s positions in London &
Moscow, at Morgan Stanley and VTB Capital. As of 2014, she serves as Board Director and CFO at
KKCG, one of the largest Czech-led private investment group, active in 4 main investment areas:
lotteries & gaming, oil & gas & chemicals, technology and real estate. During her professional
career, she has specialized in M&A transactions and capital markets in Central and Eastern
European countries, Russia and CIS.
Mrs. Kohlmayer has masters’ degree from University of Economics in Bratislava and MBA from
Harvard University.
Other professional commitments
Allwyn International a.s. (former Sazka Group a.s.)
Member of the Board of Directors
Allwyn Financing Czech Republic a.s. v likvidaci
(voluntarily liquidated 23 November 2023),
formerly SAZKA Group Financing (Czech Republic)
a.s., SAZKA Group Holding a.s.)
Member of the Board of Directors
KKCG a.s.
Member of the Board of Directors
Allwyn Services Czech Republic a.s. (formerly
Sazka Group CZ a.s.)
Member of the Board of Directors
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MND Group AG
Member of the Board of Directors
Metanol d.o.o.
Director
Rezervoarji d.o.o.
Director
US Methanol LLC
Director
KKCG US Advisory LLC
Director
US Methanol Midco LLC
Director
KKCG Methanol Holdings LLC
Director
Liberty One Methanol LLC
Director
Liberty Two Methanol LLC
Director
Allwyn Financing Czech Republic 2 a.s. (formerly
SAZKA Group Financing (Czech Republic) 2 a.s.)
Member of the Board of Directors
Allwyn UK Holding Ltd (formerly Sazka Group UK
Holding Limited)
Director
Allwyn Entertainment Ltd
Director
Allwyn Services UK Ltd (formerly Sazka Group UK
Ltd)
Director
Allwyn Entertainment Financing (UK) PLC
Director
Allwyn UK Holding B Ltd (formerly Allwyn
Financing (UK) Ltd)
Director
Allwyn UK Holding C Ltd
Director
Allwyn Entertainment AG in Liquidation
Member of the Board of Directors
Allwyn Sub AG in Liquidation
Member of the Board of Directors
Allwyn Services US LLC
Director
Camelot UK Lotteries Limited
Director
Allwyn US Holding Inc.
Director
Allwyn North America Inc. (formerly Camelot
Global Services (North America) Inc.)
Director
Casinos Austria Aktiengesellschaft
Member of the Supervisory Board
Österreichische Lotterien GmbH
Member of the Supervisory Board
Robert Chvátal
Non-Executive Member
Born in 1968, Mr. Chvátal graduated from Prague School of Economics studying Business
Administration. He began his professional career in 1991 with Procter & Gamble and Benckiser
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before spending 15 years in mobile telecommunications as Chief Marketing Officer for T-Mobile
Czech, and later as CEO of T-Mobile Slovakia and T-Mobile Austria.
Since 2013, he joined lottery sector by being appointed the CEO and a member of the BoD of Sazka
a.s., which, following a turnaround, has become one of the fastest growing lottery companies
globally.
In 2017 Mr. Chvátal was appointed as CEO of Allwyn (former SAZKA) Group, while since the same
year he serves as an OPAP Board Director. In 2015 Mr. Chvátal has also been elected to the
European Lotteries Executive Committee, where he served as a Vice-President (2015 – 2021) and
a member (2015 – 2023), and to the Executive Committee of Eurojackpot – pan European jackpot
scheme - where he is active until today.
Other professional commitments
Allwyn AG
Group CEO, Authorised signatory
Allwyn Czech Republic Holding a.s. (formerly
SAZKA Czech a.s)
Member of the Board of Directors
SAZKA A.S.
Chairman of the Board of Directors, CEO
Allwyn International a.s. (formerly SAZKA Group
a.s.)
Member of the Board of Directors, CEO
SAZKA Austrian Gaming Holding a.s. (formerly
Austrian Gaming Holding a.s.)
Member of the Board of Directors
Italian Gaming Holding a.s.
Member of the Board of Directors
Allwyn Asia Holding a.s. (formerly SAZKA Asia
a.s.)
Member of the Board of Directors
SAZKA Group Financing a.s. – liquidated on
22.12.2023
Member of the Board of Directors
OSTERREICHISCHE LOTTERIEN GESELLSCHAFT
M.B.H.
First Vice-President of the Supervisory Board
CASINOS AUSTRIA
AKTIENGESELLSCHAFT
Vice-Chairman of the Supervisory Board
Allwyn US Holding Inc.
CEO
Allwyn Services Czech Republic a.s. (formerly
SAZKA Group CZ a.s.)
Chairman of the Board of Directors
ALLWYN UK HOLDING LTD
Business Executive
ALLWYN ENTERTAINMENT LTD
Director
Allwyn Entertainment AG (in liquidation)
Member of the Board of Directors, liquidator
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Allwyn Sub AG (in liquidation)
Member of the Board of Directors, liquidator
Camelot UK Lotteries Limited
Director
Dr Igor Rusek
Non-Executive Member
Dr Igor Rusek graduated from the Faculty of Law at the University of Basel, Switzerland, where he
undertook post-graduate studies in international private law. He has served for many years as a
member of Boards of Directors of various international groups of companies and has managed for
two decades in this capacity the organisation of internal audits, accounting standards and
corporate governance under applicable international standards. From 1994 to 2001, he was
Associate Attorney at ATAG Ernst & Young, auditing and consulting firm in Basel. In 2001 he was
appointed Partner and Member of Executive Committee at ATAG Private & Corporate Services Ltd
(ATAG PCS). Meanwhile Dr Rusek is the Chairman of the Board of Directors of ATAG Group Ltd as
well as the Chairman of the Board of Directors and partner of ATAG Attorneys Ltd, a law firm which
roots reach back to 1917 founded ATAG, a leading Swiss advisory company, whereas his key area
of work comprises amongst others organisation and execution of complex legal and tax planning
as well as strategic management of negotiations.
Other professional commitments
ATAG Swiss Trustees AG
Board Member
Amdipharm GmbH in Liq.
Board Member
Esports Innovation Group AG
Board Member
Fisherman Foundation
Foundation Board Member
Shigeo & Megumi Takayama Foundation
Foundation Board Member
0xCollection AG
Board Member
Socom Sanity AG
Board Member
Vorgezem SA
Board Member
Valea Foundation
Protectorship
ATAG Family Office Ltd
Board Member
ATAG Private & Corporate Services Ltd
Board Member
ATAG Attorneys Ltd
Board Member
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Prof. Dr Nicole Conrad-Forker
Independent Non-Executive Member
Prof. Conrad-Forker is an Attorney at Law. She has experience in audit and corporate governance
related issues as a professor, advisor and project leader. She holds a Doctorate from the Faculty
of Economics of the University of Kassel, Germany. She has strong business acumen and deep
understanding of financial / accounting related issues, while her legal perspective is an added
value resulting to a “holistic” approach of corporate governance aspects. Her professional
experience includes being Board Member and Partner at ATAG Attorneys Ltd., Basel; Foreign
Trade Advisor to the Kassel/Marburg Chamber of Commerce and Industry; Professor at Economic
Faculty at Mainz University and ZHAW School of Management and Law in Zurich and
Representative of the City of Zurich as majority shareholder on the Board of Directors of a Swiss
energy supply company.
Other professional commitments
ATAG Attorneys Ltd., Basel, Switzerland
ATAG Family Office Ltd., Basel, Switzerland
C.D.-Stiftung, Essen, Germany
Conrad Legal Consulting Ltd
Bem Estar GMBh, Küsnacht, Switzerland
Cherrie Mae Chiomento-Ferreria
Independent Non-Executive Member
Ms. Chiomento has a dynamic leadership career combining astute strategic, corporate
governance, financial, operational, and people skills with approximately three decades of
international exposure in Asia, the Americas, and Europe. A rich mix of experience in public
accounting/audit, consulting, corporate governance, risk management, process and control
systems, information systems security, and finance for businesses in global and national
environments. Her broad and extensive experience includes being a Partner at EY (Ernst & Young,
one of the Big Four accounting organizations and a multinational professional services network of
firms,) and a Corporate Finance Leader at Roche (a Swiss multinational healthcare company) and
at SITA (a multinational information technology company). She graduated from the University of
the Philippines Diliman with a B.S. in Business Administration and Accountancy and qualified as a
certified public accountant. Also qualified as a certified information systems auditor in New York,
USA. She completed the EY Executive Partnership Program at the Institute for Management
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Development (IMD) in Lausanne, Switzerland and the Advanced Management Program (AMP) at
Harvard Business School Boston, USA.
Other professional commitments
None.
Theodore Panagos
Independent Non-Executive Member
Born in Athens. Completed his high school studies in 1974. Graduated from the Law School of
National and Kapodistrian University of Athens. Master’s in information law and the Technique of
Legislation from the Law School of University of Salento (Italy). PhD in Public Law from the Law
School of Demokrition University of Thrace. Certificate of Attendance in Commercial law from
International Academy of Law in Hague.
As an Attorney at Law, member of Athens Bar Association since 1981, practicing energy law,
environmental law, corporate law and public procurement law. Managing Partner at Panagos-
Spiliopoulou Law Firm (www. Thvlaw.com)
Associate Professor at International Hellenic University in energy and hydrocarbons law, energy
policy and regulation, cross-border energy trade. Visiting Professor in Hydrocarbons law (2016-
19) at Exeter University (School of Law). Former Vice Chairman at Regulatory Authority for Energy
(2005-10). Member of the Board at National Energy Council (2006-09). Member of the Board at
Industrial Property Organization (2005-06). Member of the Committee of the Open-Door
Invitation for granting and using authorizations for the exploration and exploitation of
hydrocarbons (2012-13). Lecturer in many conferences in Greece and abroad on energy issues.
Author of many monographies and publications on energy, regulation, energy policy and public
procurement.
Other professional commitments
Panagos Spiliopoulou Law Firm
Managing Partner
Georgios Mantakas
Independent Non-Executive Member
George Mantakas was born in 1959 in Athens. He graduated (summa cum laude) from the Athens
University of Economics in 1981 and continued with his Master’s degree and his PhD in Economics
(1987) at the University of Rochester, New York. Early in his professional career he has worked as
an economist at the Antitrust Division of the U.S. Department of Justice. After a period of teaching
and research experience in the University of Macedonia, he joined Ionian Bank and reached the
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position of assistant Director in the section of special projects, international business planning,
and new product design. In year 1998, he joined Piraeus Bank and headed the business planning
section of the Bank, initiating and supporting various acquisition projects of the Bank. In year 2000
he assumed the position of the Director of the International Banking Division responsible for the
Int’l network of various branches and subsidiary banks outside Greece, while at the same time he
was responsible for the section of Financial Institutions of the Bank and Correspondent Banking.
In 2011 George assumed the position of the Chief Risk Officer of Piraeus Bank Group until the end
of 2017. During the years after 2017, George Mantakas has worked as an independent senior
business and banking advisor, participating in various projects in banking, and other industries,
while the last two years executes various management projects and cooperates with Ballian
Techniki SA. During his career, he has served as a member of Boards of Directors of Subsidiaries
of Piraeus Bank, the BoD of “Greek Yellow Pages SA”, and various Management Committees in
the banks he has worked. He is married with 2 children.
Other professional commitments
Ballian Techniki SA
Consultant
Marie Emmanouil, LL.M
Corporate Secretary
Marie Emmanouil is an experienced lawyer specialized in Corporate and Company Law and
Corporate Governance. Prior to joining Opap she worked as Lawyer in Tsibanoulis & Partners Law
Firm and the Legal Department of Lavipharm SA. She was Director of Legal and Corporate Affairs,
Investment and International Banking at Piraeus Bank as well as Legal Counsel, Compliance & AML
Officer and Corporate Secretary at Trastor REIC. She holds a Bachelor’s Degree from the University
of Athens Law School and LL.M. (master’s degree) with distinction from the University of Kent,
UK.
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C: Accountability
C.1: FINANCIAL AND BUSINESS REPORTING
The Board is responsible for the integrity of OPAP’s consolidated and separate Financial
Statements and recognizes its responsibility to present a fair, balanced and understandable
assessment of OPAP’s position and prospects.
The Board is satisfied that the Financial Statements and reports to regulators present a fair,
balanced and understandable assessment of OPAP’s position and prospects.
To assist with financial reporting and the preparation of separate and consolidated Financial
Statements, the Finance Team has in place a series of accounting and treasury policies, practices
and controls which are designed to ensure the identification and communication of changes in
accounting standards, and reconciliation of core financial systems. The function consists of
consolidation and financial accounting teams, and technical support which comprises of Senior
Managers of Finance Team that review external technical developments and accounting policy
issues.
Throughout the year OPAP has had in place an ongoing process for evaluating the financial
reporting process and the preparation of consolidated accounts. The basis for the preparation of
consolidated accounts is as set out on page 151 under Accounting Policies.
Following the Audit Committee recommendation, the Board agrees an engagement letter with
the Auditors in respect of the full year audit and half-year review and the Auditors’ statement on
their work and reporting responsibilities.
Information on OPAP’s business model and strategy for generating and preserving longer-term
growth and delivering on the Company’s stated objectives is set out in the Business Strategy
section of the Annual Report on page 23.
An extra step involving an additional review of the Annual Report was added to the approval
process of financial statements so that the full Board, acting together, could confirm that the
Annual Report was fair, balanced and understandable.
Furthermore, an analysis of the remuneration paid by OPAP Group to auditors for the offering of
audit and other services is included on page 234 of the Annual Report.
All information provided for in article 10 (1) (c), (d), (f), (h) and (i) of Directive 2004/25/EC of the
European Parliament and of the Council of 21 April 2004 on takeover bids, is included in the
Annual Report and the Company's Articles of Association, to which we refer.
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C.2: SYSTEM OF INTERNAL CONTROLS
The Board of Directors is responsible for establishing and maintaining an effective Internal
Controls System (ICS), which comprises processes aimed at controlling the operations of OPAP
and its significant subsidiaries. The objective is to ensure reasonable assurance that published
information is accurate, reliable and timely, that the Company and its employees adhere to
policies, standards, plans and all applicable laws and regulations, and that the Company’s plans,
programs, goals, and objectives are achieved through an efficient use of available resources.
In this regard, the Internal Control System established by the Board is based on international best
practices, designed to provide reasonable assurance regarding the effectiveness and efficiency of
the business operations, the reliability and thoroughness of the financial and management
reporting, as well as compliance with the applicable legal and regulatory framework.
Furthermore, the Board maintains oversight of the risk management process, ensuring alignment
with Company’s objectives and corporate values. To this end, the Board has developed and
implemented a structured enterprise risk management approach, through which key risks that
may affect the achievement of strategic objectives are identified, measured and prioritized, on an
ongoing basis. This proactive approach is supported by a dedicated Risk Management Team
established by the Board and an approved risk management framework, providing a solid basis
for managing risks effectively.
Aligned with the abovementioned framework, the Company’s Management plays a crucial role in
actively overseeing operations through diligent control practices. Managers across all
organizational levels are responsible for identifying and evaluating risks, establishing policies,
operating standards, processes to mitigate risks, developing practical controls and ensuring that
established control processes are effectively implemented to ensure the resilience and integrity
of Company’s operations.
The Board has the overall responsibility for the establishment and effectiveness of the Company’s
Internal Control System. The first evaluation of the Company’s ICS was performed with reference
date 31.12.2022 (for a detailed analysis, please see below).
The control environment encompasses all the organizational structures, policies and processes
that form the basis for the development of an effective and adequate System of Internal Controls.
Further, OPAP’s control environment is reinforced by the principles of Business Conduct included
in the OPAP Group Code of Conduct, as well as a range of policies and procedures on corporate,
social and environmental responsibility and information security.
Other key elements within the internal control structure are summarized as follows:
The Board and Management – The Board approves the strategy and performs an advisory and
supervisory role, with the day-to-day management of the Company being undertaken by the CEO
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supported by the Deputy CEO and the Senior Management. The CEO and other Executives have
clearly communicated OPAP’s vision, strategy, operating model, values and business objectives
across the Group and constantly monitor their progress.
Organizational Structure – The structure of the Senior Management, as reflected in the current
organizational chart, is structured in a way to best serve the FAST FORWARD strategy. Throughout
the organization, the achievement of business objectives and the establishment of appropriate
risk management and internal control systems and processes are embedded in the responsibilities
of managers of business teams.
Budgeting – There is an annual planning process whereby operating budgets (OPEX and CAPEX)
for the following financial year are prepared and reviewed by the Board. Long-term business plans
are also prepared and reviewed by the Board on an annual basis.
Management Reporting – there is a comprehensive system of management reporting. The
financial performance of operating units and OPAP as a whole are monitored against budget on a
monthly basis and are updated by periodic forecasts.
Internal Audit - The Internal Audit Team is an independent unit within the Company. The mission
of the Internal Audit Team is to enhance and protect organizational value by providing risk-based
and objective assurance, advice and insight. The Internal Audit Team helps OPAP Group
accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve
the effectiveness of governance, risk management, and control processes.
The Internal Audit Director is appointed by OPAP Board of Directors, following a proposal by the
Audit Committee, is a full-time employee, personally and operationally independent and objective
in performing his duties, and has sufficient qualifications and experience. He reports functionally
to the Audit Committee and administratively to the CEO. He may not be a member of the Board
or of another permanent committee within the Company or closely associated with any person
having the above capacities in OPAP or a company of OPAP Group above up to the second degree
by blood or by marriage.
The Internal Audit Team operates and organizes its work and responsibilities based on a risk-based
audit plan that is annually approved by the Audit Committee. The subsidiaries HELLENIC
LOTTERIES S.A., NEUROSOFT S.A., STOIXIMAN LTD and TORA WALLET SINGLE MEMBER S.A. have
respectively established an Internal Audit Unit.
Risk Management - In Company’s commitment to robust corporate governance, the Board of
Directors has instituted a dedicated Risk Management Team, reinforcing a proactive approach to
identifying, assessing, and managing Company’s risks. A dedicated risk officer has been appointed
to oversee the risk management framework approved by the BoD. This framework outlines the
Company’s fundamental principles applied in risk management, defines the required roles and
respective responsibilities regarding risk oversight and ownership and establishes the appropriate
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methodologies and processes for the assessment and management of identified risks, while
determining the acceptable level of risk assumed by the Company in the pursuit of its corporate
objectives. In addition to the Risk Management Team, the Audit Committee and the other relevant
stakeholders are actively engaged in the risk oversight process, since they are regularly informed
of significant risks that could potentially impact corporate objectives. This transparent
communication enables collaborative efforts in monitoring, mitigating and controlling these risks
through the agreed actions and measures, fostering a culture of accountability and collective
responsibility for the effective management of risks. Company’s risk management practices are
integrated into Company’s business strategy, with a summary of the most significant risk areas
faced by OPAP included in the Business Strategy section on page 23. Comprehensive details
concerning OPAP’s main risks and uncertainties are set out on pages 17 to 22, providing
stakeholders with a holistic view of Company’s risk profile. The Company remains committed to
continuously enhancing its risk management practices, navigating gaming industry challenges
effectively. Regular reviews of Company’s risk management framework are conducted to ensure
its efficacy and relevance, enabling the proactive identification of emerging risks and changes in
business environment, and implementation of appropriate mitigation measures.
Business Units’ Controls – each business unit maintains a system of controls and risk management
which is appropriate to its own business environment. Such controls must be in accordance with
Group policies and include management authorization processes, to ensure that all commitments
on behalf of OPAP are entered into only after appropriate approval.
Compliance – OPAP maintains a compliance program that aims to demonstrate that the Company
has the organizational structure, adequate people, resources, policies, processes in place and
technology to contribute to compliance risk management and compliance enforcement. The
Company is responsible for the monitoring of compliance of the Company and the OPAP Network
with the applicable legal, regulatory and responsible gaming framework and takes appropriate
corrective measures, if necessary. In this respect OPAP established a Compliance Policy which set
the overarching principles and commitment to action so as to achieve compliance and a set of
processes regarding compliance framework monitoring, compliance risk assessments, and annual
Compliance BoD Report. OPAP has successfully obtained and maintains since 2022 the ISO 37301
Compliance Management System, becoming one of the first companies in Greece certified with
this Compliance Management System standard.
Compliance is part of the Legal, Regulatory and Compliance Team (LRCT) which plays a key role in
the development and materialization of OPAP’s corporate strategy, vision, and responsible
business growth. LRCT protects the Company’s interests, ensures its revenues by providing
proactive and strategic advice to the Senior Management and all business units. The LRCT is
independent of the business lines and internal units it controls, has sufficient authority, stature,
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and resources. The Chief Legal, Regulatory and Compliance Officer provides the Board of Directors
with updates on the compliance controls of the Group and recommendations for continuous
improvement.
Moreover, the Company keeps abreast of the latest developments and trends in the gaming
industry and monitors compliance with the Games Regulations and with the international security
standards of Games (WLA/EL-SCS/ISO 27001), takes action to combat illegal gambling, conducts
annual reviews specifically for the subsidiary company HELLENIC LOTTERIES S.A. and for the
certification of compliance with other ISO systems.
OPAP is committed to pursuing operational effectiveness, customer satisfaction and continuous
improvement, as well as maintaining our environmental and social responsibility. This is achieved
through the effective implementation of an Integrated Management System for Quality,
Environmental and Energy and Health and Safety management, certified according to:
• ISO 9001 Quality Management System, certified by LRQA.
• ISO37301 Compliance Management System, certified by LRQA.
• ISO 50001 Energy Management System, certified by Bureau Veritas
• ISO 45001 Occupational Health and Safety System, certified by Bureau Veritas
• ISO 14001 Environmental Management System, certified by Bureau Veritas
ΟPAP has established and periodically updates a series of codes, policies and procedures, in the
framework of its corporate governance, in compliance with the regulatory framework in which
OPAP operates and in the context of its Integrated Management System. The following are among
the policies applied:
• Hellenic Code of Corporate Governance (adopted by the Company)
• OPAP Group Code of Conduct
• OPAP Agents’ Code of Conduct
• Internal Rules and Regulations
• Fit and Proper Policy
• Anti-Money Laundering and Counter Terrorist Financing Policy
• Policy on Responsible Gaming
• Procurement Policy
• Environmental and Energy Policy
• Quality Policy
• Compliance Policy
• Health and Safety Policy
• Social Accountability Policy
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• Determination and Evaluation of Environmental Aspects
• Health and Safety Risk Identification and Evaluation
• Policy on CSR Strategy
• Policy on CSR Report Development
• Sustainability Policy
• Investor Relations Policy
• Framework and Policy on Information Assets Security
• The Whistleblowing Policy
• The Artificial Intelligence Code of Conduct
Whistleblowing Policy
In 2023 the Company adopted a new Whistleblowing Policy, in compliance with Law 4990/2022
(the “Whistleblowing Law”), transposing Directive (EU) 2019/1937 of the European Parliament
and of the Council on the protection of persons who report breaches of Union law (the
“Whistleblowing Directive”). Pursuant to the new Whistleblowing Policy, any violation set out in
the Whistleblowing Directive, the Whistleblowing Law or the Policy may be reported through
alternate channels, i.e. in writing, by e-mail, through a dedicated e-platform or by personal
meetings with the persons Responsible for Acceptance and Monitoring of Reports (RAMR) or the
Deputy RAMR that have been appointed by the Company’s BoD to this end in accordance with
applicable legislation.
The Artificial Intelligence Code of Conduct
OPAP Group is committed to a responsible, lawful and ethical use of Artificial Intelligence (AI)
technology, recognizing the potential benefits of AI in enhancing user experience and optimizing
the Group’s business operations, as well as the importance of protecting all its employees and
customers and safeguarding the integrity of its products and services. To that end, OPAP Group
has issued an AI Code of Conduct that forms the basis of AI Governance within the Group, which
applies to the creation (design, piloting), implementation and use of AI technology at all stages,
either by the Group Companies or by any third party acting on their behalf.
The AI Code of Conduct defines the fundamental principles of the use of AI, focusing on
transparency which is interpreted to include i) interpretability, that helps users understand the
factors that influence a particular outcome and verify the algorithm’s fairness and correctness, ii)
explainability, that ensures users can grasp the decision-making process and trust the AI’s
judgements, iii) auditability allowing for retrospective analysis and accountability when outputs
have material consequences, iv) data transparency, which provides an understanding of the data
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sources which are used to train the algorithm, v) openness, that makes external scrutiny possible
by disclosing the functioning of algorithms, key parameters and evaluation metrics used and vi)
contextual transparency, in the sense of considering the broader environment and potential
impact of the algorithm on different user groups. Fundamental principles also include human
oversight and accountability, non-discrimination and bias mitigation, data protection and
sustainability. The AI Code of Conduct provides for the implementation of legal obligations in
accordance with Law 4961/2022, such as maintaining a Register of AI applications and providing
transparent information to data subjects. It should be noted that, the internal procedures exceed
the legal requirements providing for the performance of Algorithmic Impact Assessments and the
establishment of an AI Ethics Committee (AIEC) to oversee and guide the ethnical development,
and use of AI technologies within the organization. The AIEC shall oversee AI-related decision
making and ensure adherence with the AI Code of Conduct. Finally, the Code provides for training
on AI ethics for employees involved in the development, selection and use of new AI applications.
Monitoring – the effectiveness of the system of internal controls is monitored regularly through
a combination of management review, self-assessment, independent review through quality
assurance, environment, health & safety and regulatory audits, as well as independent internal
and external audits. The results of internal and external audit reviews are reported to and
considered by the Audit Committee, and actions are taken to address any significant control
matters identified. The Audit Committee also approves annual internal and external audit plans
and is responsible for performing the ongoing review of the system of internal controls on behalf
of the Board. The Board reviews the business strategy, the appropriateness and effectiveness of
the system of internal controls throughout the financial year and up to the date of approval of the
Annual Report and confirms that the financial statements have been satisfactorily completed.
Conflicts of Interests - In accordance with the Internal Rules and Regulations, a revised conflict /
potential conflict of interest process applies. Conflict of interests is a situation in which a Board
Member or one of his or her family members has or may have a personal or financial interest that
compromises or could compromise the Board Member’s independence of judgment in exercising
his or her responsibilities to OPAP. The process identifies, avoids and deals with conflicts of
interest between the interests of the Company and those of its Board of Directors.
Periodic Evaluation of the Internal Controls System (ICS) - The Internal Control System (ICS) of
the Company and its significant subsidiaries (i.e. HELLENIC LOTTERIES S.A. and STOIXIMAN LTD)
was evaluated as of December 31, 2022, with reference period from 17.7.2021 until 31.12.2022,
pursuant to the provisions of article 14(4) of Law 4706/2020 and Decision 1/891/30.09.2020 of
the Hellenic Capital Market Commission (HCMC), as amended and in force. By virtue of a decision
of the Company’s Board of Directors, PricewaterhouseCoopers SA (PwC) was engaged for the
evaluation of the ICS and the Independent Assessor was Mr. Dimitrios Sourbis, a Certified Public
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Accountant with SOEL reg. number 16891. PwC confirmed their independence per the
International Ethics Standards Board for Accountants’ Code of Ethics as incorporated into the
Greek Legislation, the ethical requirements of the Regulation (EU) No 537/2014 and the provisions
of Law 4449/2017. As per the Assessment Report dated 08 March 2023, the evidence obtained
was sufficient and appropriate to support the conclusion expressed, which was the following:
" Conclusion: Based on the procedures performed as described in the “Scope of Engagement” paragraph
above, and the evidence obtained, about the Company’s and its significant subsidiaries ICS adequacy and
effectiveness, as at December 31, 2022 reporting date, nothing has come to our attention that causes us
to believe that something could be identified as a material weakness in terms of the Company's and its
significant subsidiaries ICS in compliance with the Regulatory Framework. "
The foregoing conclusion constitutes a confirmation that the Company and its significant
subsidiaries are in compliance with the applicable legislative and regulatory framework governing
the Internal Control and Corporate Governance Systems. The next required evaluation will be
conducted in 2025, aligning with the requirements of Greek Law 4706/2020.
Periodic Evaluation of the Corporate Governance System - In accordance with article 4, par. 1 of
law 4706/2020 regarding the periodical (at least every three (3) fiscal years) assessment of the
application end effectiveness of the Company’s corporate governance system, the Internal Audit
Team has conducted a follow-up review to the initial internal audit conducted in 2022. The initial
internal audit was a comprehensive review to ensure adherence to Corporate Governance Law
4706/2020 and the Hellenic Corporate Governance Code and identify any shortfalls. The progress
of the findings has been continuously monitored by the Internal Audit Team and the conclusions
are depicted in the follow-up review report conducted in the beginning of 2024. The review
yielded positive outcomes, with all previously identified action points successfully addressed. The
Board of Directors has been actively involved in overseeing the implementation of these
measures, ensuring that all actions are aligned with the Company's commitment to robust
corporate governance standards. In conclusion, the successful remediation of all action points
reflects the company's dedication to robust corporate governance. The company plans to conduct
a full review of its corporate governance system in early 2025, after the completion of three years
since the last comprehensive assessment. This initiative demonstrates the company's
commitment to upholding strong corporate governance principles and ensuring compliance with
regulatory standards.
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Report of the Audit Committee
C.3: AUDIT COMMITTEE AND AUDITORS
The Audit Committee of OPAP S.A. Group (hereinafter the “AC” or the “Committee”) presents the
Committee’s Activity Report for the year 2023.
The Committee is governed by its Charter which was approved by the AC and the Board of
Directors of OPAP S.A. on 14.10.2020 and is currently publicly available on the Company’s site, as
per the provisions of Law 4449/2017 (art. 44 par. 1, indent h), as amended by art. 74 par. 4 of Law
4706/2020 on Corporate Governance of Sociétés Anonymes. The Charter is reviewed annually in
order to incorporate the requirements set forth in laws and regulations. The Charter guides the
Committee in terms of its objective and its responsibilities assigned by the Board of Directors.
The key activities of the Committee during 2023 are set out below.
AC Composition
The Audit Committee is comprised of three independent, non-executive Board Members,
according to the following table:
Name
Position at the AC
Type
Cherrie Chiomento
Chair
Independent Non-Executive Board
Member
Prof. Dr Nicole
Conrad-Forker
Member
Independent Non-Executive Board
Member
Georgios Mantakas
Member
Independent Non-Executive Board
Member
By virtue of resolution of the Annual General Meeting of Shareholders dated 09.06.2022, following
recommendation by the Board of Directors, the current Audit Committee is a Board of Directors
Committee, comprising three (3) Independent Non-executive Board members. The tenure of the
Audit Committee was resolved to be equal to the tenure of the Board of Directors, i.e., until
09.06.2026 and, if the case be, shall be extended ipso jure until the election of new directors by
the subsequent Annual General Meeting of shareholders in accordance with the provisions of
article 11 of the Company’s Articles of Association.
All members are qualified and possess the required expertise for such positions, meeting the
requirements of Law 4449/2017, as amended by article 74 of Law 4706/2020 and currently in
force. All members have business acumen and financial / accounting experience. The AC Chair,
Ms. Cherrie Chiomento is experienced in auditing (external and internal) & controllership,
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corporate governance & risk management, internal control over financial reporting (including US
Sarbanes-Oxley SOX 302/404), and finance for businesses in global environments.
Audit Committee Meetings
The Committee met ten (10) times in 2023, while ten (10) additional per rotation resolutions were
unanimously approved by exchange of emails, as per the provisions of par. 9.6 of the Audit
Committee Charter. Before every AC meeting an agenda is prepared including all items for
discussion. The agenda is communicated to each member at least two working days before the
meeting. The Minutes of the AC meetings are kept by a lawyer, member of Corporate Secretariat
team.
The following persons are regularly invited to attend the AC meetings:
• Internal Audit Director and IA Team members;
• Chief Financial Officer;
• Operational Finance Director and Financial Reporting Manager;
• External auditors;
• Group Treasury, Credit Risk & AML Director who also leads the Risk Management
Function
• Top Management executives and Managers/Directors of Company’s teams.
The areas covered and the main items discussed during the AC meetings held within 2023 are
summarized below:
Financial Statements/Financial Reporting
1. Reviewed the annual Standalone and Consolidated Financial Statements for the year
ended 31 December 2022 and further recommended their approval by the Board of
Directors;
2. Reviewed the semiannual Standalone and Consolidated Financial Statements for the
period 01.01.2023 to 30.06.2023 and further recommended their approval by the
Board of Directors;
3. Reviewed the quarterly unaudited financial information/Interim Management
Statements as of 31.03.2023 and 30.09.2023 and further recommended their
approval by the Board of Directors;
4. Reviewed any new accounting, governance, tax and reporting developments;
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External Audit
1. Approved OPAP audit fees for the period 1.1-31.12.2023;
2. Reviewed and confirmed the independence of PwC and the provision of any non-
audit services (NAS) and monitored that the provision of such services does not
compromise the independence of the statutory auditors in accordance with Law
4449/2017 and Regulation (EU) 537/2014;
3. Proposed for the election of Auditing Company for the statutory audit of the
Company’s Standalone and Consolidated Financial Statements for the FY 2023;
4. Reviewed and discussed PwC’s audit planning/strategy for the year ended 31
December 2023, including PwC’s independence and quality control procedures and
their readiness to respond to regulatory framework changes;
5. Met with PwC during audit planning, during the year of audit, and on report
submissions;
6. Met with PwC without management being present to discuss any matters related to
the performance and results of the audit including PwC’s review of internal control
as part of their audit procedures and any significant findings and recommendations,
together with management's responses;
7. Reported , as necessary, PwC discussion results to the BoD;
Internal Audit
1. Reviewed the IA activity quarterly reports for 2023 and the IA 2022 KPI's and Annual
Report, issued by the Company’s Internal Audit Team and briefed the Board of
Directors on the arising risks, the agreed mitigating actions and suggestions for
improvement, if any, or on the risk acceptance;
2. Reviewed the list of long outstanding findings identified by the Internal Audit Team,
informed the Board of Directors accordingly and recommended corrective actions;
3. Reported to the Board of Directors all-important matters’ pertaining to the
Company’s System of Internal Controls;
4. Conducted the evaluation of OPAP Group Internal Audit Function for 2022;
5. Approved the FY 2023 Internal Audit Risk Based Plan and its subsequent
amendments;
6. Reviewed the Internal Audit Charter and submitted the revised Internal Audit Charter
to the Board of Directors for approval;
7. Approved the updated Internal Audit Processes (i.e., Quality Assurance &
Improvement Program, Risk Assessment and Audit Planning process, Engagement
Process, Issues Management Process, Issues Reporting Process);
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8. Held meetings with the Company’s Directors and Senior Management executives;
9. Reviewed the external quality assessment of the Internal Control System (ICS) of
OPAP S.A. and its significant subsidiaries STOIXIMAN LTD and HELLENIC LOTTERIES
S.A. as at 31.12.2022– Reviewed external auditors’ Independence statement and
respective non-audit fees and sought internal and external legal advice; Reviewed i)
the Independent Assurance Report (Evaluation Report) and ii) the Management
Letter Report and further submitted them to the Board of Directors.
10. Met with the Internal Auditors of OPAP’s subsidiaries;
Risk Management
1. Reviewed the Risk Management Framework and further recommended its approval
by the Board of Directors;
2. Reviewed the quarterly risk management reports and further submitted them to the
Board of Directors;
3. Reviewed the new OPAP Whistleblowing Policy;
SOX Compliance
1. In light of the circumstances for 2023, with the Group being exempt from the SOX
regime, the planned SOX compliance project was on hold. Consequently, the Audit
Committee (AC) did not have matters directly related to the SOX Compliance project
on its agenda for review;
2. While exempt from the SOX regime, Internal Audit undertook reviews and
assessments of risks and internal controls in alignment with pertinent regulations,
including following up on the risk and control recommendations resulting from the
SOX exercise performed in 2022. The outcomes of these evaluations were presented
to the Audit Committee, with the main items discussed listed in the Internal Audit
section;
Audit Committee matters
1. Approved the Audit Committee Activity Report for the year ended 31.12.2022 and
conducted the Audit Committee’s self-assessment;
2. Drafted and adopted the Audit Committee Plan for 2023;
3. Reviewed the Audit Committee Charter;
4. Adopted an indicative annual schedule of regular AC Meetings for 2024;
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Under the provision of the Audit Committee Charter (par. 9.5 & 9.11) the Committee reports at
least annually to the Board of Directors the Committee's composition, responsibilities and how
the Committee has fully discharged all of its responsibilities for the period being reported. The
present annual report covers the period 01.01.2023 to 31.12.2023.
Corporate Sustainable Development Policy
The Audit Committee is informed about the impact of the Company's activities on the
environment and the wider community based on non-financial factors related to the environment,
social responsibility and governance (Environmental, Social, Governance "ESG"), which are
economically significant for the Company and the collective interests of key stakeholders, such as
employees, customers, suppliers, local communities and other important stakeholders. In
accordance with the provisions of the Code, the Company adopts and implements a policy on
sustainable development and the most material issues identified in early 2024 are listed in section
H: Non-financial report – Sustainable development of the present Statement. The AC has been
informed accordingly and acknowledges the significance of all issues for OPAP’s sustainable
development.
The AC has also been updated on the new developments on sustainability reporting following the
new EU Corporate Sustainability Reporting Directive (“CSRD”), which requires sustainability
reporting being a mandatory part of the (consolidated) management report in a dedicated section,
detailed disclosures about how sustainability issues affect a company’s business, as well as the
impact of the business’ activities on people and the environment ( “double materiality”). The CSRD
applies to OPAP Group from FY 2024 onwards (reporting in 2025), as an EU PIE.
Conclusion
The Audit Committee has fulfilled its duties and responsibilities as specified in the Audit
Committee Charter.
On behalf of the Audit Committee,
Cherrie Chiomento
Audit Committee Chair
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C.4. Related Parties Transactions (RPT) Policy
In accordance with Law 4548/2018, the Company has adopted a Related Party Transactions Policy
(hereinafter the “RPT Policy") as part of the Internal Rules & Regulations. Under the RPT Policy, all
transactions with related parties are submitted to a three-member internal committee, i.e. the
Assessment/Exemption Committee (ExCom), with the task to evaluate whether a transaction in
question falls under the exemptions of par.3 of article 99 of Law 4548/2018 and provide to this
end a relevant report. In cases where ExCom considers that a transaction does not fall under any
of the exemptions of par. 3 of article 99 of Law 4548/2018, the Company engages an independent
auditor/audit firm to evaluate the commercial terms of the transaction and analyze whether it is
at “arm’s length”; on the basis of this evaluation, the independent auditor/audit firm, provides a
fairness opinion on whether the transaction in question is fair and reasonable for the Company,
for the non-related parties and the minority shareholders.
D: Remuneration
D.1: THE LEVEL AND COMPONENTS OF REMUNERATION
The Company’s compensation plan is performance-driven and designed to promote OPAP’s
innovative and entrepreneurial culture. Since OPAP privatization, the Board set out to create a
truly multinational Company and, as a result of this approach, people of various nationalities, skills
and professional backgrounds cooperate in every sector in which OPAP operates.
The level and components of remuneration across OPAP are designed to facilitate global mobility
and diversity. Salary ranges are based on domestic and sectorial benchmarking and OPAP’s annual
cash bonus structure, whereas long-term incentives and other benefits are offered.
Employees
Since December 2022, the Company has adopted a new Compensation & Benefits Policy, applying
to all employees of OPAP S.A., HELLENIC LOTTERIES S.A., TORA WALLET SINGLE MEMBER S.A. and
TORA DIRECT SINGLE MEMBER S.A, from entry level and up to the level of director. The Policy
defines the principles, tools and processes to be implemented for the determination of the level
of the compensation components of all employees. In particular, the Policy provides for a fixed
part and a variable part of compensation (bonus), the latter directly associated with a structured
performance assessment procedure, which takes into account both Company performance and
individual performance. The Policy also sets out the benefits’ policy implemented by the
Company.
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By means of the new Compensation & Benefits Policy the Company aims at rewarding the
contribution of all employees to the business results, as well as to forge the desired company
culture.
Furthermore, during 2023 the Company has adopted a new pension plan for all employees, aiming
to increase engagement & retention levels while also enhancing the competitiveness of our
overall benefits package for attracting new candidates. Main aspects of the plan are:
• The Company matches employee’s monthly contributions up to 6% of their salary.
• Employees entrench % of the Company’s contributions gradually, depending on their
years of service in the Company.
• When they leave the Company, the employees receive a % or the total savings of the
account, depending on their years of participation in the plan & their OPAP seniority.
Overall, OPAP’s newly pension plan is one of the most attractive & competitive pension plans in
the Greek market, offering extremely beneficial saving terms and flexibility.
Board of Directors
With respect to the Board of Directors’ compensation arrangements, details on the Company’s
Remuneration Policy are set out below:
The Remuneration and Nomination Committee, is responsible for deciding on the benefits that
encourage good customer service, are fair to all our employees and are aligned with the interests
of all of our shareholders.
Our management team is multinational and adaptable and thus the main principles of our
philosophy regarding remuneration are the following:
• 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
Remuneration regime
• Bonus schemes were adopted that build incentives via specific KPIs. Established criteria
include quantitative benchmarking based on the overall Company performance, taking
into account key profitability metrics
• Qualitative criteria also apply, focusing on managerial skills, training & development of
the working teams, project deliveries, external communication etc.
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It is worth mentioning that bonuses and other variable remuneration arrangements is common
practice for companies listed in the FTSE100 index. Research shows that 99% of executives
working in index FTSE100 companies at the Senior Management level and above has a ratio of
variable to fixed remuneration in excess of 1:1, whereas that is not the case in the Company,
where such levels is possible for very limited number of positions (currently only Chairman and
CEO).
The Remuneration Policy of the Company applies to the remuneration of all members of the Board
of Directors. It is designed to reflect fairness in the context of pay conditions to all employees and
align Board remuneration with the interests of our shareholders. The objective of the
Remuneration Policy is therefore to meet market practice, to serve the Company’s strategic vision,
its shareholders, clients and wider stakeholders.
The Remuneration Policy currently in force was approved by the 2023 Annual General Meeting
of the Company’s Shareholders, that took place on 27.04.2023 (the “2023 AGM”) and will be in
force for four (4) years as of its approval.
Long-term incentive scheme
The 2023 AGM, following relevant recommendations by the Company’s Board of Directors and
Remuneration & Nomination Committee, decided the enactment of a new Long Term Incentive
Scheme (“LTIS”) for the years 2023 to 2025, applicable to Executive Members of the Board of
Directors and other Senior Management Personnel of the Company. The new LTIS is expected to
continue aligning the Company’s interests with the interests of the Executive Members of the
Board of Directors and other Senior Management Personnel towards long-term, sustainable value
creation.
More specifically, the targets relate both to quantitative criteria, consisting of Company
profitability, namely EBITDA – CAPEX (45% weight), total shareholder return (TSR) CAGR (40%
weight), Online Gross Gaming Revenue (10% weight), as well as Non-Financial Measures (5%
weight), i.e. Responsible Gaming, ESG and AML criteria. All criteria, quantitative and Non-
Financial, will be measured over a three-year period.
This remuneration framework has sought to create long-term corporate value by confirming that
the incentive structure strikes a balance between the long-term and short-term performance of
Board members as well as promoting meritocracy, so that the Company attracts talents which will
effectively manage it.
BOARD MEMBERS’ REMUNERATION REPORT
The Company, in compliance with its legal obligations, will submit the Remuneration Report of
2023 for discussion at the Annual General Shareholders’ Meeting of 2024, ensuring that the
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Report is prepared and published in accordance with the requirements of the applicable law. In
particular, the Remuneration and Nomination Committee prepares a clear and comprehensible
remuneration report, which contains a comprehensive overview of remuneration for the last
financial year, with the minimum content specified by Law 4548/2018.
The remuneration report for the last financial year is submitted to the Annual General
Shareholders’ Meeting for discussion as a separate item on the agenda. The shareholders' vote
on the remuneration report is advisory. The Board of Directors should explain in the next
remuneration report how the above result of the vote at the Annual General Shareholders’
Meeting was taken into account.
D.2: REMUNERATION & NOMINATION COMMITTEE
The Remuneration and Nomination Committee (RemNoCo) unanimously acknowledges that the
Committee has fulfilled its duties and responsibilities, as specified in its Charter and more
specifically acknowledges the following:
The RemNoCo is governed by its Charter which was approved by the Board of Directors on
16.07.2021. The Charter guides the Committee in terms of its objective and its responsibilities
assigned by the Board of Directors.
The Remuneration and Nomination Committee comprises three non-executive Board Members,
in majority Independent as in the following table:
Name
Position
Type
Prof. Dr Nicole
Conrad-Forker
Chair
Independent Non-Executive Board
Member
Dr Igor Rusek
Member
Non-Executive Board Member
Theodore Panagos
Member
Independent Non-Executive Board
Member
Within the reference period (01.01.-31.12.2023) none of the Committee members’ term of office
exceeded nine (9) years in total.
During 2023, the Remuneration and Nomination Committee addressed issues and submitted
recommendations to the Board for approval in respect of both areas of remit of the combined
committee. The main issues addressed are summarized below:
• Assessment of collective and individual suitability of Board
• Proposal for approval of the Remuneration Report for the fiscal year 2022 and submission
to the Company’s General Meeting for advisory vote
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• Proposal for approval of the new Remuneration Policy
• Proposal for approval of the new Long Term Incentive Scheme with distribution of part of
the Net profits to the executive members and other senior management personnel
• Proposal for approval for the distribution of part of the Net Profits of the Company to
executive members, senior management personnel and employees
• Recommendations regarding the remuneration packages for Senior Management
employees
• Review and approval of the revised International Assignments Policy
• Review of succession plan for chief officers to maintain an appropriate balance of skills,
experience, expertise and diversity in the management of the Company
• Review of OPAP pension scheme.
E: Relations with Shareholders
E.1: RELATIONS WITH SHAREHOLDERS
The Board is committed so that the Company effectively communicates with its Shareholders. The
Executive Directors and executives from the Investor Relations team meet regularly with
shareholders, institutional investors and financial analysts to discuss matters relating to the
Company’s business strategy and current performance. The Chairman, the CEO and the CFO
receive by the Investor Relations Team monthly and annual updates on share price developments,
major buyers and sellers of shares, peer group analysis, investors’ views and analysts’ reports on
the industry and on the Company specifically. Feedback on presentations and roadshow meetings
with institutional investors is presented to the Executive Members of the BoD and any other
specifically interested Non-Executive members. The investor relations program includes:
• Formal presentations of full year and half year results and quarterly interim management
statements
• Regular meetings between institutional investors and senior management to ensure that
the investor community receives a balanced and complete view of OPAP’s performance,
the issues faced by OPAP and any issues of concern to the investors
• Response to enquiries from institutional and from retail Shareholders through the
Company’s investor relations team and
• A section dedicated to Shareholders on the Company’s website
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In 2022 Investor Relations Team introduced a new and innovative for the capital markets concept
of quarterly earnings’ video presentation, widely welcomed by the investment community and
publicly available in the Company’s website prior to the regular conference call, maximizing the
quality of the conference call’s question & answer section. Additionally, the Investor Relations
Policy which was published in 2021 continues to constitute an integral part of the updated Internal
Rules and Regulations of the Company. Throughout 2023, the Investor Relations Team re-
enforced the role of the above initiatives, providing prompt and international best-practice
services to our Shareholders.
Overall, the Investor Relations Team’s main responsibilities are to:
• Develop strategies & implement Investor Relation initiatives to target & attract investors
and increase shareholders value
• Enable effective two-way communication between OPAP and financial community;
OPAP’s Investor Relations Team promotes dialogue with its shareholders and investors
as an essential aspect of corporate value. The objective is to help various stakeholders of
the capital markets to be able to form timely a true and fair picture of the Company’s
financial position and to support fair valuation of the Company
• Communicate Market Feedback to Management
• Perform its duties to the highest investor relations standards, so as to enhance investors’
and analysts’ understanding and stimulate interest in the Company aiming to build
investor loyalty.
In 2023, following the end of covid- related restrictions, the vast majority of investors’ meetings
were conducted in-person, with the Company participating in multiple of international investor
events and roadshows related to either Gaming, Emerging Markets and/or Greece - South Eastern
Europe. The frequency, duration and location of roadshow activity as well as the level of
participation is determined at the beginning of the year.
The Investor Relation Team is fully dedicated to communicate with the investors community,
while the senior management including Chairman, CEO, CFO and key directors, are available to
discuss governance and strategy with major Shareholders and Institutional Investors should such
a dialogue is needed.
E.2: THE ANNUAL GENERAL MEETING
The AGM provides all Shareholders with an opportunity to vote on the resolutions put to them.
The AGM is used as the main opportunity for the members of the Board of Directors to meet
directly with private investors. It is attended by the members of the Board of Directors and all
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Shareholders present are given the opportunity to ask questions to the Chairman, the Chairs of
Board Committees and the Board.
The Company makes available to the public all information related to the AGM in a way as to
ensure easy and equal access for all. More specifically, the Company posts timely on its website
the invitation of the General Shareholders’ Meeting as well as the information and documentation
required by the legal framework and finally, informs about the minority rights of the shareholders.
The Company's Articles of Association explicitly define the competences of the General Meeting
and the way it is convened, as well as the issues of standard and exceptional quorum and majority.
On voting, each share has one vote. The results of the poll are released to the Athens Exchange
and published on the Company’s website immediately after the AGM. During the last years, a
quorum of more than 70% was achieved.
F. Senior Management
Odysseas Christoforou
Deputy CEO
Odysseas Christoforou holds a Degree in Political Science from the Panteion University and a MSc
in Public Relations & Communication from the Ulster University, Belfast. He began his career at
accounting firm Arthur Andersen and later became Marketing General Manager at Ernst & Young
and worked as Communication General Manager at Emporiki Bank and the Bank of Cyprus.
From 2008 to 2014 he served as General Manager at the Bank of Greece where he was primarily
in charge of the supervision and coordination of administrative units for providing liquidity to
Greek banks via the Eurosystem as well as communication with relevant institutions abroad.
He has been at OPAP since 2014, initially holding the position of Chief Corporate Communications
Officer. Since 1 July 2019, Odysseas Christoforou is OPAP Deputy CEO. As part of his duties, he
covers the areas of Corporate & Commercial Communication, Compliance and Regulatory Affairs,
Corporate Affairs, Media Relations, Sponsorships and Corporate Social Responsibility.
Nancy Verra
Chief Legal, Regulatory and Compliance Officer
Anastasia (Nancy) Verra is the Chief Legal, Regulatory and Compliance Officer of OPAP Group,
which she joined in 2015. She holds a BA from the Law School of the National and Kapodistrian
University of Athens, an LL.M. in International Economic Law from the University of Warwick, as
well as a PhD in Law from the University of London, having been granted a doctoral scholarship.
She has been a member of the Athens Bar Association since 2000 and is qualified to practice
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before the Supreme Court and the Council of State. Nancy boasts more than 20 years of
professional experience in senior positions requiring increased level of responsibility, with
companies listed in the ATHEX (OTE-COSMOTE-PIRAEUS BANK), having successfully handled top
litigation, legal and regulatory cases. She is chairwoman of Neurosoft S.A. Board of Directors and
member of the Board of Directors of Horse Races Single Member S.A. She has also served as a BoD
member in ERGOSE S.A. and the National Regulatory Authority for Railways, as well as a Legal
Counsel for the ‘Green Fund’ and the Minister of Communications of Bulgaria.
Argiris Diamantis
Chief Technology Officer
Argiris joined OPAP family in June 2020 and he was appointed as Chief Technology Officer on the
1st of July 2020.
Prior to this role, Argyris was the CTO of Intracom Holdings, responsible for driving Technology
Strategy and the representation of the company in Technology and Innovation Forums.
Argiris has worked for many years in Technology, with leading positions in Gaming and
Telecommunications. He previously was the Group CTO of Intralot, and the CIO of Vodafone and
Hellas On Line. He started his professional career as a Software Developer working for Ericsson
development centers in Germany, Spain and Ireland.
He holds a Master of Science Degree (MSc.) in Electrical Engineering and a Bachelor of Science
Degree (BSc.) in Electrical and Computer Engineering from Northeastern University in Boston,
USA, as well as an Executive MBA Degree from Athens University of Economics and Business.
Achillia Condou
Chief People Officer
Achillia Condou joined Opap in May 2023 as Chief People Officer. She has a diverse professional
background, in Finance and HR, in various sectors: financial services, consulting, pharmaceuticals,
fast-moving consumer goods. Her career spans over 20 years, during which she held senior HR
management roles in companies like Unilever, Sanofi and Minerva.
Achillia has proven ability to lead complex and global organizations, manage multiple stakeholders
and partner with the business leaders. She has significant experience in driving cultural change,
leading organizational transformation and building high performing teams, translating business
strategies into workable solutions.
She graduated from the Athens University of Economics and Business and holds an MSc in
International Banking and Finance from the University of Southampton (UK), with distinction.
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Since 2012 she has been a certified by the World at Work Society as a Global Remuneration
Professional.
Matthaios Matthaiou
Chief Operations Officer
Matthaios Matthaiou joined OPAP in 2015, as Network Development Director. Since then, he has
held various leadership roles in the company’s sales operations. In 2021, he was appointed Chief
Operations Officer. He has worked in Greece and abroad, holding senior roles, locally and
internationally, in Shell, the Boston Consulting Group and Hellenic Petroleum. His professional
background covers sales, operations and strategy. During his career, he has led cross-functional
teams, delivering impactful transformational projects. He is a graduate of the Athens University
of Economics & Business and holds an MBA from the Warwick Business School (UK).
Fotis Zisimopoulos
Chief Product Officer
Fotis Zisimopoulos has been with OPAP since June 2014 and currently serves as Chief Product
Officer. He is also a member of the Board of Directors of HELLENIC LOTTERIES S.A. and OPAP
CYPRUS LTD. He began his career in 2001 and has held senior management positions in the fields
of consumer and product marketing, in Greek and multinational companies, such as Sara Lee and
Forthnet. Over the years, he has led the development and management of new products and
services, as well as new markets, guided by consumer trends. He is a graduate of Marketing and
Business Research from the Athens University of Economics and Business and holds an MBA from
the same university.
Yiannis Rokkas
Chief Marketing Officer
Yannis Rokkas is the Chief Marketing Officer of OPAP Group. He joined OPAP in 2019, as
Marketing, Media and Sponsorships Director with a view to developing the commercial
communication strategy, as well as to strengthening OPAP brand name and products. He boasts
more than 20 years of professional experience in Greece and abroad in senior positions requiring
increased level of responsibility. Before joining OPAP, he was the Deputy General Manager of
Marketing, Customer Experience and Loyalty of Piraeus Bank Group, assuming overall
responsibility for marketing programs, communication, and customer experience. He also served
as Director of Deposits and Investments Division, as Director of Consumer Loans Division for
Piraeus Bank Group and as Board Member of the Center of Sustainable Entrepreneurship “Excelixi
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S.A.’’. He started his professional career at Young and Rubicam in New York and he served, inter
alia, as a General Manager in Solid Communications. Yannis Rokkas holds a B.Sc. in International
Business and Marketing from Marquette University (USA) and a M.A in Global Marketing
Communication and Advertising from Emerson College, Boston.
Ilias Katsaros
Chief Retail Officer
Ilias Katsaros became a member of OPAP family in 2022, undertaking the development and
operation of OPAP and PLAY Stores, as well as the partners’ network of HELLENIC LOTTERIES S.A..
Ilias is a leader, with a great empathy and focus on people. He has a professional experience of
more than 20 years, in various sectors, in the USA, in Greece, and in Germany, and he has been
employed in companies of international scope, such as Adidas, Diageo, Korres, and has been in
charge of demanding projects of strategic and digital transformation, generating significant
commercial results. He focuses on the promotion of changes, emphasizing on a better customer
experience, on the achievement of results, and the maximization of revenues in retail networks,
as well as on the development of highly performing groups.
He graduated the National Technical University of Athens and acquired an MBA by the California
State University of Los Angeles.
James Curwen
Chief Online Officer (until 31.08.2023)
James joined the OPAP Team in April 2021 and assumed the position of Chief Online Officer until
31.08.2023.
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In accordance with article 18, par. 3 of L. 4706/2020, there follows a table with the number of
shares held also by the Senior Management members of the Company.
Senior Management
Role
Number of Shares
Odysseas Christoforou
Deputy CEO
6,000
Nancy Verra
Chief Legal, Regulatory and
Compliance Officer
1,000
Argiris Diamantis
Chief Technology Officer
Ø
Achilia Condou
Chief People Officer
Ø
Matthaios Matthaiou
Chief Operations Officer
5,504
Fotis Zisimopoulos
Chief Product Officer
Ø
Yiannis Rokkas
Chief Marketing Officer
550
Ilias Katsaros
Chief Retail Officer
4,000
James Curwen
Chief Online Officer (until
31.08.2023)
Ø
G: Explanation on Deviations from Special Practices of the Code
The Board recognizes that the objective of the Code is to facilitate management’s delivery of
business success in a transparent and responsible manner. The Code does not impose a rigid set
of rules and with its ‘Comply or Explain’ approach provides the possibility for the Company to
carefully assess its specific circumstances and select the suitable rules with transparency and with
the aim of effective and high-quality good governance. The Board provides an explanation for the
following areas of the Codes Special Practices (‘Comply or Explain’ principle):
• The Remuneration and Nomination Committee, which is responsible for the individual
evaluation of the executive board members, consists of non-executive members, by
majority independent. When the evaluation results of the performance of the executive
members are discussed at Board level, the non-executive members of the Board of
Directors convene together with the executive members, however, at these meetings,
the executive members abstain from discussion and voting.
This deviation is assessed as low risk, taking into account that any risk is mitigated by the
fact that the evaluation process of the performance and the suitability of the BoD
members is specific and transparent and is primarily performed by the Remuneration and
Nomination Committee. (Clause 1.13. of the Corporate Governance Code).
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• Pursuant to article 8(2) of Law 4706/2020, in case the Board of Directors appoints an
executive Chairman, it obligatorily appoints a Vice-Chairman from the non-executive
members. Although an executive Chairman is appointed, the Company fully complies with
the Law as the Board of Directors has appointed a non-executive Vice-Chairman. Despite
the fact that the Company has not appointed one of the independent non-executive
members as Vice-Chairman, nor a Senior Independent Director, the Board composition is
deemed satisfactory, commensurate to the Company business and needs. The non-
executive Vice-Chairman has been appointed based on his individual professional and
personal qualities, his profound experience and knowledge of the market in which the
Company operates, he is able to constructively challenge the executive members’
propositions and provide strong safeguards of independence of mind and judgement.
(Clause 2.2.21 of the Corporate Governance Code).
• Executive members’ of the Board of Directors contracts do not include provisions that the
Board may require a refund of all, or part of the bonus awarded, on the basis of breach
of contractual terms or incorrect financial statements of previous years or incorrect
financial data used for the calculation of this bonus. Instead, the Company has established
and applies targeted control mechanisms to ensure the integrity of financial information.
Financial Statements (consolidated and separate) of the OPAP Group are being prepared
in accordance with the applicable International Financial Reporting Standards and
provide a true and fair view of the assets and liabilities, the equity and the results of the
Group and the Company, as per provisions of applicable framework, the Company’s
Articles of Association and decisions of the Hellenic Capital Market Commission. The
financial statements process controls, implemented by the Company, are regularly
audited by the Internal Audit team and external auditors. Bonuses are calculated based
on audited financial statements and final award and payment are subject to the approval
of the General Shareholders’ Meeting upon recommendation by the Remuneration and
Nomination Committee. (Clause 2.4.14 of the Corporate Governance Code).
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H: Non-financial report – Sustainable development
Sustainability is deeply embedded in everything the OPAP Group does
1
. Given its scale, size, and
reach, the Group is aware of the measurable and positive impact which it can make in the
community.
OPAP’s Sustainability Agenda is driven by the CEO, while at an organizational level the Deputy CEO
is responsible for identifying the strategic risks, setting standards and targets, and reviewing the
Company’s sustainability performance.
At operational level, the Corporate Responsibility team promotes the dialogue around
sustainability themes and respective policies and - in collaboration with different teams across the
organization - designs and supports the implementation of specific initiatives. Specifically, the
Corporate Responsibility team collaborates closely with the Quality Management Systems Team,
in order to ensure that policies for Quality, Compliance, Environment and Energy, and Health and
Safety are aligned with International Management System standards. The ISO certifications for
OPAP Group’s companies are presented in the table below.
ISO Certification
OPAP S.A.
OPAP CYPRUS
LTD
OPAP SPORTS
LTD
TORA DIRECT
SINGLE
MEMBER S.A.
TORA WALLET
SINGLE
MEMBER S.A.
NEUROSOFT
S.A.
STOIXIMAN
LTD
ISO9001
✔
✔
✔
✔
✔
ISO14001
✔
✔
ISO50001
✔
ISO27001
✔
✔
✔
✔
✔
ISO37301
✔
ISO45001
✔
✔
✔
ISO22301
✔
ISO/IEC20000-1
✔
OPAP’s key objective is to seek an exponentially greater impact in the community, engaging all its
employees and partnering with various stakeholders, fostering collective action. Starting by
setting the tone with its employees, it then works towards empowering all entities of its value
1
The information and data provided within this report apply to the following: OPAP S.A., HELLENIC LOTTERIES S.A.,
OPAP CYPRUS LTD, OPAP SPORTS LTD, TORA DIRECT SINGLE MEMBER S.A., HORSE RACES SINGLE MEMBER S.A.,
TORA WALLET SINGLE MEMBER S.A., NEUROSOFT S.A., STOIXIMAN LTD. OPAP INVESTMENT LTD, OPAP
INTERNATIONAL LTD and STOIXIMAN HOLDING LTD are the only entities which are included in the financial
reporting scope but not in the non-financial report.
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chain in its sustainability efforts. In this context, OPAP conducts a systematic and regular dialogue
with stakeholders, who are defined as anyone who influences or is influenced by its operations,
throughout its value chain and across its operations. Through its engagement with stakeholders,
OPAP utilizes a range of interaction methods to understand their main issues of interest and to
respond to their needs and expectations, in an effort to improve, both in the short and long term.
To learn more about OPAP’s Sustainability management, system of internal controls and
stakeholder engagement please visit the 2023 Annual Integrated Report which will become
available later this year.
Furthermore, OPAP’s corporate governance practices have been developed in line with the
Hellenic Corporate Governance Code issued in June 2021 by the Hellenic Council of Corporate
Governance (ESED). More information about corporate governance, policies and procedures is
provided in the Corporate Governance Statement.
OPAP’s Business
OPAP’s games portfolio is divided into fixed odds betting and mutual betting games:
• in fixed odds betting games, the final amount of winnings is fixed and communicated at the
time of betting.
• in mutual betting games, all bets of a particular type are collected and then the yield is
calculated by distributing the concentrated bets to the winners.
To deliver its products and services, OPAP utilizes a series of resources from its suppliers
(materials, equipment, services, and know-how), in alignment with its Procurement Policy. The
company’s suppliers enable OPAP to effectively carry out the following activities and continue to
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grow its business. In this context, the company’s suppliers are committed to abiding by the OPAP
Supplier Code of Conduct, which lays down the principles for business ethics, the protection of
human rights and compliance with labor and environmental laws.
OPAP’s products and services are available through its retail network, which includes OPAP Stores
(to which the company provides the necessary equipment, IT systems and services, training,
guides and company policies, etc.), PLAY Gaming Halls (for VLTs), street vendors and various other
retailers (for selling SCRATCH tickets and passive lotteries), as well as the horseracing venue in
Markopoulo
2
. For information regarding the Taxonomy eligibility of OPAP’s products and services
please visit the “EU Taxonomy regulation” section of the Annual Financial Report.
Players can also place their bets through online platforms; www.pamestoixima.gr for sports
betting games, Virtuals, online and casino games, and www.opaponline.opap.gr for numerical
games (currently KINO, TZOKER, LOTTO, PROTO and SUPER 3).
2
As of 30.01.2024, Greek horseracing activity of OPAP’s subsidiary, Horse Races S.A., at Markopoulo has been
ceased.
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Business Model
The business model is the blueprint of what the company does. It sets the foundation for OPAP’s
actions, decisions, and operations. It also outlines how the company creates value for its
stakeholders, achieves its business goals, fosters employee engagement, maintains strong
working relationships with its retail network and fulfils its corporate responsibility mandates
centered on sustainable growth for the Company.
OPAP’s vision is to deliver best‐in‐class entertainment in a safe and responsible way, while
generating sustainable value for all its stakeholders and giving back to society. OPAP’s Fast
Forward business strategy moves the company forward and sets clear directions for ensuring its
long‐term success, going side by side with its Sustainability Strategy, which focuses on four key
areas, to help generate, capture, and sustain value for the company and its stakeholders, both in
the short and in the long run.
Sustainability Governance
OPAP adopts a holistic approach to sustainability, where the accountability for responsible
operation lies within each department and each employee. To assure the sustainable and
responsible management of its operational issues, OPAP has established the appropriate
organizational structures which delegate key responsibilities related to sustainable development.
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More information about the governance structure as well as the respective roles and
responsibilities can be found in the Annual Integrated Report 2023 which will become available
later this year.
Sustainability Strategy
OPAP’s Sustainability Strategy emphasizes on four key focus areas, which reflect the mandate to
operate in a responsible and financially prosperous manner, while protecting players, enhancing
the network, developing people, and supporting society and the environment.
• Protecting Players
Objective
OPAP understands that the responsible management of its business is imperative, due to the
possible risks and consequences that might arise from excessive participation in games of chance.
Therefore, OPAP seeks to establish an environment in which a fair, reliable and safe gaming
experience is provided to those who choose to use the products and services offered by the
Company, for their entertainment.
Approach
Through the Code of Conduct and the Commercial Communication Policy included in the Group’s
Responsible Gaming Policy, it is ensured that all advertisements and commercial communication
announcements a) are fair and truthful, b) comply with the applicable legal and regulatory
framework and c) respect the principles of Responsible Gaming.
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Moreover, in order to ensure that communications are responsible, OPAP fully complies with the
Hellenic Ministry of Finance Decision no. 79292 ΕΞ 2020 “Establishment of Gaming Regulation on
Commercial Gaming Communication” (GG 3260B/5.8.2020), as currently in force. The decision
defines the principles for gaming operators with respect to promotion, marketing and advertising
activities as well as the various aspects of commercial communications. Further, OPAP fully
complies with the directives issued by the Hellenic Gaming Commission.
In this context, all commercial communication activities are approved by the competent
regulatory body (Hellenic Gaming Commission) and the three-member Committee of art. 28, para.
3A of L. 4002/2011.
OPAP has established an internal and external mechanism for advice on ethical and responsible
player behaviour, as well as the reporting of illegal gaming sites, which endanger the industry’s
reputation and players’ wellbeing. The Responsible Gaming Framework, which reflects the one
adopted by the World Lottery Association, consists of activities that aim to ensure responsible and
sustainable growth, protect the general public and especially vulnerable social groups from
excessive gaming, as well as prevent minors from any participation in games of chance.
Recognizing OPAP’s Responsible Gaming principles, two international associations have rewarded
the company with the highest distinctions globally for its commitment to protecting and ensuring
a safe environment for its players. In particular, for the second time consecutively, OPAP has been
awarded the “Level 4” Responsible Gaming Certificate from the World Lottery Association (WLA),
for the consistent application of responsible gaming principles throughout its activities. This
certification is the highest distinction of its kind globally. In addition, the European State Lotteries
and Toto Association / European Lotteries (EL) awarded OPAP with the Statement of Alignment
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with the EL Responsible Gaming Standards for its dedication to consistently instilling Responsible
Gaming principles within its strategy and operation.
OPAP was awarded with these two top-level certifications, which are valid until 2024, after a
thorough evaluation process by a team of independent experts. These distinctions highlight
OPAP's practical commitment to the principles of Responsible Gaming, recognizing its integrated
strategy in this area, which focuses on creating a safe environment for its customers, protecting
minors, implementing best practices and educating the public, amongst others.
To ensure that it continues to uphold the highest standards, OPAP informs, educates and engages
in familiarizing its employees with the Responsible Gaming principles, and monitors their
compliance with the respective principles and rules defined by its policies and practices.
Furthermore, in 2023, OPAP utilized the biggest Greek Affiliate Betting sites to target the most
relevant audience and spread the word about its focus on Responsible Gaming. This triggered
OPAP to negotiate and agree with its affiliate partners to join the mission of spreading the word
about Responsible Gaming. Affiliates used their outlets, social media accounts, and website
content to support OPAP’s Responsible Gaming campaign and reach out to the widest possible
audience.
This was the first time a Greek gaming operator utilized affiliates to promote Responsible Gaming
principles and provide useful relevant advice and guidelines. The target of this initiative was not
only to raise awareness on Responsible Gaming, but also to educate potential bettors, routing
them to a designated website, which includes relevant information and encourages them to take
self-assessment tests. This innovative initiative was highly appreciated by WLA as well as by the
EL and OPAP won the Innovation in Responsible Gambling Αward at EGR Marketing & Innovation
Awards 2023 for its use of communication through Affiliate Marketing.
The credibility of OPAP’s draw processes is the cornerstone of its reliability and the single most
important driver of trust in its relationship with players. OPAP, therefore, places a proportionate
importance on these processes in order to ensure that its draw processes are perceived as being
indisputably credible and objective by all customers. OPAP is in line with the OPAP General Games
Regulation (no. 100379 ΕΞ 2021/GG B’ 3838/18.08.2021), which describes in detail the rules and
procedures that apply in the conduct of games.
The issue of personal data privacy is particularly important for serving the users of OPAP’s
products and services. For this reason, a Data Protection Office and a Data Protection Officer are
in place, to ensure compliance with the applicable framework. OPAP has adopted several new
policies and procedures and revised all its privacy notices to ensure full transparency of its
processing activities. The company has implemented the appropriate technical and organizational
measures. In addition, it conducts risk assessments and audits, on a regular basis, to identify and
prioritize information security vulnerabilities and define appropriate risk treatment plans.
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Finally, as part of its actions to improve customer service, OPAP continuously monitors customer
related performance through appropriate surveys.
• Enhancing the Network
Objective
Recognizing that it operates in a challenging environment, OPAP dedicates its efforts to
maintaining its strong position in the retail world, by offering upgraded customer experiences and
digital customer journeys and exploring opportunities for growth. Customers are top priority for
the company. Therefore, OPAP aims to provide its partners the necessary resources to constantly
improve network operations at all levels, in order to help them unlock the full potential of their
stores and provide the best experience to customers.
Approach
The distribution network, through which OPAP’s games and services are offered, is the largest
exclusive commercial network in Greece. In total, 3,164 OPAP Stores, 366 PLAY Stores, 8,436
independent Points of Sale and street vendors that distribute SCRATCH tickets and Passive
Lotteries comprise OPAP’s network in Greece. In Cyprus, 203 OPAP Stores in total offer the
company’s games.
As part of its commitment to continuously invest in and develop its network, the company
monitors each partner’s performance daily, while suggesting actions and initiatives to enhance its
offerings. In the meantime, OPAP provides incentives for the achievement of common goals
through reward and recognition programs. Additionally, OPAP’s dedicated team of Area Managers
is responsible for keeping proximity to and guiding the company’s partners, aiming to provide
comprehensive support and to help maximize network performance.
Following efforts to establish a direct line of communication, OPAP has created and constantly
evolves the “opapnet”, “opapnet|play” and “opapnet|laheia” B2B portals for the partners of
OPAP Stores, PLAY Stores and the HELLENIC LOTTERIES S.A. Indirect Points of Sale, respectively.
Aiming to inform the network partners in a timely manner, OPAP supports their operations
through a wide range of tools, such as the “opapnet” mobile application (app) which offers direct
and remote access (via smartphone or tablet) to the most recent news and updates of the
network.
Partners are obliged to comply with the applicable legal and regulatory framework, including the
responsible gaming framework, ensuring that all games of chance are offered in a responsible
manner. The responsible operation of partners (in OPAP and PLAY Stores as well as in the
HELLENIC LOTTERIES S.A. Points of Sale) is closely monitored, to make sure that they comply with
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the law as well as OPAP’s policies and rules. Non-compliance with the principles and rules of
responsible operation constitutes a reason to impose sanctions (ranging from warning letter to
termination of agency agreements depending on the severity of the violation).
Furthermore, OPAP provides partners with various training sessions created and coordinated by
the Retail Training Team via the classroom, live (on the job), and the e-learning platform “OPAP
Retail Academy”. If deemed necessary, stores and points of sale employees are invited to
participate in training programs with respect to gaming rules, responsible gaming, and standard
operational procedures and policies. This training ensures that network partners have the
resources to properly manage, provide information to customers, and identify problematic
behaviour of players.
In this respect, OPAP has also established the role of the “Responsible Gaming Ambassador”.
Through in-person meetings, the RG Ambassador educates the OPAP agents and their employees
on RG issues, especially player protection and how they recognize a player experiencing gambling
related harm. The RG Ambassador role aims to inform partners on signs of problem gaming so
they can intervene promptly, without replacing the role of an expert.
In 2023, several significant milestones were reached, including the enhancement of the
responsible gaming tool based on an AI Algorithm. Furthermore, in OPAP and Play stores, as well
as at major events, "Responsible Gaming Days" are being organized to promote the principles of
Responsible Gaming to a wider audience, aiming to enhance awareness and education on
responsible gaming and the protection of consumers from excessive playing.
Last but not least, one of the most significant initiatives of OPAP, is the communication of the
dedicated Helpline 1114 by KETHEA-ALFA, established in cooperation with OPAP in 2011 for
players who consider themselves addicted or at risk of becoming addicted to gambling (as well as
their family members or friends). OPAP CYPRUS LTD, in association with the Ministry of Health,
has also established a national phone line (1444) to support people dealing with addiction to
gambling.
• Developing People
Objective
People are at the heart of everything OPAP does, bringing value and contributing to the
achievement of its long-term strategic objectives. OPAP is committed to creating a unique
experience for its people; one that reflects its high-performing culture and values. For the first
time, in 2023, OPAP was certified as a Top Employer in Greece, an important distinction, coming
from the independent international Top Employers Institute. OPAP underwent a demanding
assessment and validation process regarding its human resources practices and policies, which
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was based on high, international standards and world-class companies serving as benchmarks.
The Top Employer 2023 certification puts OPAP among the 21 companies that were recognized as
top employers in Greece.
Approach
Aiming to foster development, operational efficiency, and customer service excellence, OPAP
emphasizes the continuous growth of its workforce. OPAP welcomes talents and recruits top-tier
professionals in its team. Furthermore, its dedication to internal career development by providing
internal career opportunities ensures that its employees have the chance to advance and progress
within the Group. Simultaneously, OPAP administers internship programs, to provide students
and recent graduates with valuable hands-on industry experience and to identify and nurture
promising talent.
People’s dedication to OPAP is appreciated, and systematic work is done to ensure that all
employees are able to achieve a healthy work-life balance. As part of its commitments, OPAP has
launched the supportive OPAP Employee Assistance Program for the company’s People and family
members in collaboration with a specialized and experienced provider.
At the same time, by investing in the training and development of all employees through constant
training courses, OPAP safeguards the further development and strengthening of talent to
guarantee the achievement of its strategic objectives. Since its establishment in 2015,
Opapacademy has acted as the hub through which OPAP’s training programs and employee
development activities are designed and distributed.
Health and safety is of the utmost importance, as it is a non-negotiable prerequisite for the
successful operation of the company’s business. In this context, OPAP has developed an
Occupational Health and Safety Policy demonstrating its commitment to shaping a preventive
culture regarding health and safety at work. The Policy has been communicated to all employees
and outlines the company’s activities to continuously improve its workplace. Additionally, OPAP
implements a Health and Safety Management System certified according to ISO45001 standard
for Occupational Health and Safety.
OPAP has integrated fairness within its core values, as the company believes it represents a
fundamental requirement in establishing a positive work environment which facilitates a
performance driven culture. Consequently, the Code of Conduct articulates the policy against
discrimination based on race, gender, marital status, political beliefs, religion, origin, sexual
orientation, age and disabilities, regarding work issues, such as recruitment and selection, salaries,
promotions and career development. Further OPAP has established a Diversity Policy which is
annexed to the Fit and Proper Policy. The company strictly follows the internationally recognized
human rights, as described within the UN Universal Declaration of Human Rights and the ten
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Principles of the UN Global Compact, while at the same time, all employees are covered by the
Greek National Collective Bargaining Agreement.
It should be noted that the Code of Conduct also addresses any issues related to fraud, bribery,
and corruption, which in conjunction with the Compliance Management System (ISO37301)
ensure the successful mitigation of such risks in the company. The Corporate Governance
Statement provides more information regarding the policies and procedures associated with
these matters as well as a description of the Internal Control System.
At the beginning of 2023, a new collective labour agreement (CLA) was signed for one year for the
period from 01.01.2023 to 31.12.2023. The new CLA covers all employees of OPAP S.A. (excluding
lawyers, directors, freelance workers paid via invoice, trainees, etc.). The main provisions of the
agreement include basic salary, allowances, annual leave, etc. Respectively, the additional cost for
2023 amounted to € 32,130.
Furthermore, OPAP believes that compensation and benefits are the core tools for retaining and
developing people. As such, during 2023, OPAP offered all its employees a very competitive
pension plan, on top of its current benefits package.
The main features of the new pension plan include:
• the employer matches employees’ monthly contributions up to 6%
• the employees may contribute more than 6% in order to take advantage of the tax benefit
• the employees secure part of the employer’s contributions after their first year of
participation in the plan.
OPAP has also updated its corporate car policy, aiming to improve its environmental footprint, by
offering to all Executives (Chiefs, Directors, Heads), new electrical and plug-in hybrid cars.
• Supporting Society and Protecting the Environment
Objective
OPAP believes that its role in society transcends its business activities, and it has the responsibility
to support social growth and prosperity. Thus, OPAP is committed to supporting and benefiting
different stakeholders and underprivileged social groups, facilitating its supply chain’s growth and
responsible operation, as well as safeguarding the environment and reducing its potential impact
on climate change and resource use.
Approach
➢ Social aspect
OPAP’s corporate responsibility initiatives and programs, that reach thousands of people
nationwide, have the common objective of catering to the needs of society and more specifically
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of younger generations. To accomplish this, OPAP follows a coherent corporate responsibility
strategy that is built on the pillars of Health, Employment, Sports, and sensitive social groups.
Through these pillars, OPAP carries out significant initiatives and societal programs that contribute
to the wellbeing of the communities it is operating in.
In parallel, being one of the largest companies in Greece, comes with the responsibility to
systematically deploy and promote the principles of sustainability throughout the supply chain.
Driven by its objective to address the key social issue of unemployment and enhance its overall
positive impact on the Greek economy, the company has designed and implements the “OPAP
Forward” program. This program offers a unique opportunity to fast-growing Small and Medium
Businesses by offering them specialized services (e.g., strategic guidance, training, access to
investors etc.) to help them unleash their full potential, generate new jobs, and contribute to their
further development. OPAP collaborates with the global non-profit organization Endeavor, to
ensure the program’s effective implementation. Endeavor supports the most promising
companies worldwide helping them capitalize on their potential through a unique network of
seasoned business leaders. With Endeavor’s support, the selected companies will be able to grow
faster, create jobs and contribute to the growth of the economy. Since the launch of the program,
68 companies have participated. The “OPAP Forward” curriculum has helped the participating
companies create 2,847 new direct jobs and support 23,000 new indirect jobs, through the
establishment of new collaborations. At the same time, participating companies have increased
their total turnover by €470 million.
Having set as a priority to build solid foundations and create value for future generations, OPAP
continued the “OPAP Sports Academies” program for one more year, to instil the values of fair
play and teamwork in children. Overall, 178 amateur football and basketball academies
participate in the initiative.
In 2023, OPAP stood by the side of the local communities that were affected by natural disasters.
In collaboration with local retail partners, OPAP offered 100,000 bottles of water to the affected
areas of Thessaly in coordination with the Hellenic Red Cross.
Also, OPAP and its partners in Rhodes offered necessary equipment to the volunteer firefighters
of the Civil Protection of the island, who assisted the Fire Service in the effort to extinguish the
devastating fire during summer. Specifically, OPAP delivered 30 forest firefighting hoses as well as
helmets for rescuers - forest firefighters, a half-face mask of 2 filters and forest firefighting gloves
for the entire team of volunteer firefighters of the Civil Protection of the Municipality of Rhodes.
Additionally, 2023 was a milestone year for “Wishing Ornaments”, which is one of the most
longstanding social responsibility programs in Greece, as it celebrated its 10-year anniversary. On
this occasion, people were invited to participate and 10,000 wishes of children in need were
fulfilled.
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For STOIXIMAN LTD, 2023 was marked by the launch of the "Wheels of Change" program, through
which the company undertook initiatives to break down barriers for individuals with disabilities,
promoting their participation in sports and emphasizing their unique abilities. In 2023, STOIXIMAN
LTD provided 80 custom-made wheelchairs and offered free training with specialized coaches in
Athens and Thessaloniki.
Moreover, STOIXIMAN LTD’s CSR strategy included various ad hoc CSR activations along with
Stoiximan Super League and sponsored teams, aiming to raise awareness on crucial issues such as
inclusion, cancer awareness and violence against women, contributing to a more socially
conscious and inclusive society.
OPAP fully acknowledges that its suppliers’ activities and actions can influence its own responsible
operation and therefore strives to build a sustainable supply chain. OPAP interact with its
suppliers in a transparent and objective manner and offers equal opportunities to all. It utilizes its
outreach and size to support the local economy in the areas it operates, by collaborating with local
suppliers and purchasing locally produced products and supplies. The Group’s supply chain
comprises of a diverse base of suppliers, for products and services. In 2023, the number of
significant suppliers
3
both in Greece and abroad, was 361. The main categories of suppliers, based
on the relevant expenditure incurred, are listed below:
• Gaming platform providers
• Media
• Logistics
• Telecommunications
• Paper printable consumables
➢ Environmental aspect
OPAP is conscious of global environmental issues and works systematically towards minimizing its
potential negative impact throughout its operations, by complying with current environmental
legislation and relevant provisions, as well as conducting all necessary environmental impact
assessments. As part of its certified Environmental Management System according to
ISO14001:2015, OPAP applies appropriate practices to manage its operations in a way that
prevents environmental pollution, regarding both its own operations, as well as its main suppliers’
operations, through specific provisions in RFPs, awards and contracts. Furthermore, as of
November 2018, it has been implementing an Energy Management System certified according to
ISO50001, that enables it to effectively monitor its climate change impact (energy consumption
3
Significant suppliers refer to suppliers whose annual contract fees exceed € 50,000.
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from electricity, heating, and fuel oil), complying with the legal obligations on energy management
set out by law no. 4342/2015.
Moreover, OPAP is in the process of developing an Environmental strategy for tackling key
environmental impacts and contributing to the sector trends and expectations (e.g. European
Lotteries (EL) initiative). OPAP's environmental strategy aims to set out pillars of actions
(commitment pillars), goals and -where possible- specific targets for achieving positive
environmental outcomes while minimizing the negative impacts related to its operation and
network. Based on the current standing and future vision, OPAP has defined three environmental
commitment pillars:
• Carbon Footprint Management
• Waste and Water Stewardship
• Climate Resilience and Environmental Compliance
Building on the existing energy and environmental management systems OPAP is redefining its
environmental transformation journey in 2024 considering all the above. In this context, in 2024,
OPAP aims to investigate the setting of SBTi targets for scope 1, 2 and scope 3 emissions,
depending on the assessment results as well as investing in the TCFD recommendations.
On top of that, in its effort to showcase its commitment towards environmental protection, in
January 2024, OPAP has signed the Environmental Initiative of the EL, regarding, firstly, the use of
paper coming from certified sustainable forests (FSC, PEFC) for gaming materials (including scratch
tickets), which is already in place and secondly, the regular carbon footprint evaluation (including
an action plan to reduce carbon emissions) by 2024.
Finally, in order to support its network, the Company has expanded its loan policy to finance the
upgrade of stores’ energy infrastructure. The funding includes several energy saving initiatives
such as the replacement of old lamps and lighting with new high efficiency LED technology,
grouping of lighting circuits, and installation of motion sensors, replacement of air conditioners
with new inverter technology and installation of photovoltaic panels up to 3.0 kWp. These
improvements aim to reduce the electricity consumption, electricity costs and energy and the
overall environmental footprint of the network.
Materiality Analysis: Identifying the Most Material Issues for Sustainable Operation
OPAP Group is gradually preparing for the upcoming changes, imposed by the Corporate
Sustainability Reporting Directive (CSRD). This Directive, that officially entered force in 2024,
establishes new non-financial reporting standards and obligations to the liable companies’
reporting content (European Sustainability Reporting Standards - ESRS standards) and timing,
starting from next year.
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OPAP decided to start its CSRD alignment journey with selected key elements including a Double
Materiality analysis (2023) and content enhancements such as the addition of the below
comprehensive Risk, Opportunities and Impacts section, that also takes into consideration the
European Sustainability Reporting Standards (ESRSs).
OPAP recognizes that the sustainability of its operations is driven by its focus on always conducting
business responsibly and ethically, while building on its positive impact. OPAP constantly works
towards integrating more responsible practices across its operations and contributing to social
wellbeing, through a well-established, coherent, and solid Corporate Sustainability strategy.
Recognizing the size of its operations as the leading gaming company in Greece, OPAP Group is
committed to identifying and addressing the impact of its operations and activities on the society,
the environment and the economy in order to create value that lasts.
Within 2023, the company underwent the process of identifying and prioritizing the issues most
material for OPAP Group taking into consideration the perspectives of the company’s
management and stakeholders, through a 4-phase methodology, as follows:
Phase 1: Research and Identification of Material Issues
A set of material issues were identified as relevant for OPAP’s business, taking into account the
global economic, environmental and social issues that are surrounding the business community,
the guidelines of international and domestic sustainability regulations and standards, industry
best practices as well as the actual and potential risks, opportunities, internal and external impacts
of OPAP’s strategy and operations. Through this process, the following 16 material issues were
identified:
Environment
Social
Governance
• Climate Change, Energy and
Emissions
• Employee Engagement and
Development
• Governance and Business
Continuity
• Waste and Water
Management
• Employee Health, Safety and
Wellbeing
• Business Ethics and
Compliance
• Human Rights and Diversity,
Equity and Inclusion
• Financial Performance and
Transparency
• Responsible Gaming and
Player Protection
• Anti-Money Laundering
• Customer Satisfaction
• Technology Innovation
• Network Support
• Cyber and Data Security
• Responsible Supply Chain
• Societal Support
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These material topics slightly differ from those in the previous report as there has been an
evaluation of all the current and future trends, framework requirements and current business
activities of OPAP. These issues are more condensed, however do not portray significant changes.
Previous issues can be found in past Annual Non-Financial and Integrated Reports.
Phase 2: Prioritization of Material Issues by OPAP Management
OPAP’s Senior Management ranked the 16 issues identified, based on their:
• Level of impact on OPAP’s overall business performance, taking into account the risks and
opportunities for the organization
• Level of impact on the economy, society and environment, taking into account the positive
and negative impacts created by OPAP’s business activities.
In order to achieve the most accurate results, OPAP’s Senior Management (including the CEO)
participated in an ESG training as part of the materiality workshop which provided an introduction
to global ESG trends and increased awareness of potential environmental, social and economic
impacts associated with ESG issues.
Phase 3: Stakeholder Engagement
To assess stakeholders’ expectations and interests, OPAP invited its significant stakeholder groups
to participate in an online survey questionnaire, providing their perspective on the significance of
OPAP’s impact with respect to each material issue. The stakeholder responses collected were
integrated into the results of the materiality analysis, with the aim of strengthening the level of
stakeholder engagement on the management of OPAP’s impact.
For more information on OPAP’s stakeholders, please visit the 2023 Annual Integrated Report
which will become available later this year.
Phase 4: Materiality Matrix
While all 16 issues are considered material and important to OPAP, the outcomes of each phase
were consolidated in order to isolate the issues which are top priority areas based on management
views as well as the needs and expectations of stakeholders.
The consolidated results were used to develop the materiality matrix below, which portrays the
prioritization of OPAP’s Material Issues.
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Risks, opportunities and impacts of material issues.
The Risk, Opportunities and Impacts table presents OPAP’s 16 material topics and an indicative, non-exhaustive list of risks, opportunities, positive and negative
impacts associated with these topics. The risks and opportunities are related to OPAP’s own business performance (inbound impact). The impacts refer to how
OPAP’s operation affects the economy, society and the environment at large (outbound impact). For the risks and uncertainties to which the Group may be exposed,
you can visit the “Main risks and uncertainties” chapter of the Annual Financial Report.
Internal/inbound
External/outbound
Material issue
Risks
Opportunities
Positive impacts of OPAP’s business
Negative impacts of OPAP’s business
Climate Change, Energy and
Emissions
Associated ESRS: E1 Environment -
Climate change
Covers the environmental aspects
associated with climate change with
respect to energy and GHG emissions,
direct and indirect emissions, as well
as emissions of other air pollutants. It
also refers to the environmental
management systems,
certifications, targets, commitments
and initiatives adopted by the
company to ensure the protection of
the environment.
• Increased energy cost
• Non‐compliance with
environmental legislation
• Increased energy consumption
from business operations
• Increased capital costs (e.g., from
damage to facilities)
• Energy supply interruption
resulting in operational downtime,
affecting service delivery.
• Lack of available energy resources
(e.g. due to conflict in Ukraine)
• Vulnerability in non‐renewable
energy pricing due to dependency
on non‐renewable resources
• Reputational issues by not
addressing expectations.
• Potential business disruption in
retail operations (i.e. inability to
offer services in specific areas)
• Use of more efficient modes of
transport (e.g. electrification of
vehicles’ fleet)
• Achievement of energy‐efficient
certifications, high ratings in SRI
indices
• Becoming a leader in the sector
regarding emissions control thus
strengthening reputation and
market share
• Increased investor interest
• Engagement in beneficial
partnerships or initiatives to
address energy intensity and use of
renewable resources.
• Strengthening of climate resilience
• Use of public‐sector funding
• Contribution to the achievement of
global or national environmental
and climate change targets (e.g.,
SDGs, Paris Climate Agreement,
etc.)
• Promoting the preservation of
natural resources
• Use of renewable energy sources
and implementation of energy
efficiency measures thus
contributing to the above
• Contribution to global warming
and climate change caused by
increased emissions and energy
consumption
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Internal/inbound
External/outbound
Material issue
Risks
Opportunities
Positive impacts of OPAP’s business
Negative impacts of OPAP’s business
Waste and Water Management
Associated ESRS: E5 Environment -
Resource and Circular economy
Management of waste generated by
the company and its usage of water,
including initiatives/programs the
company has in place with respect to
recycling, lifecycle management of
products and waste as well as
responsible water consumption.
• Non efficient use of resources and
poor or insufficient management
of waste (both hazardous and non‐
hazardous) from failure to
incorporate circular economy
practices within the business
operations.
• Non‐compliance with legislation
and regulations related to
sustainable resource use.
• Potential fines related to
environmental degradation and
pollution.
• Reduced costs related to water
consumption.
• Improved environmental
scores/performance.
• Waste recycling initiatives (e.g.
recycling programs for electronic
components).
• Promotion of circularity in own
operations by setting appropriate
technical specifications for
products and their sustainable
packaging.
• Improved resource efficiency in
own operations but also upstream
(network and suppliers).
• Improve waste management
through product digitization.
• Promotion of the preservation of
natural and water resources.
• Reduction of waste generated
leading to a decrease in waste
being sent to landfills.
• Improved brand awareness and
credibility through the recycling of
waste in network stores.
• Contribution to raising awareness
through initiatives for stakeholders.
• Contribution to environmental
degradation and subsequent
community dissatisfaction resulting
from mismanagement of resources
(e.g. improper gaming equipment
disposal process)
Employee Engagement and
Development
Associated ESRS: ESRS S1 - Own
Workforce
Company's ability to attract, retain,
and develop a highly skilled
workforce through the
implementation of labor policies and
• Dissatisfied, insecure and
disengaged employees, leading to
difficulties in retaining competent
staff.
• Inability to meet workforce
expectations for compensation and
benefits ultimately affecting
OPAP’s reputation.
• Potential issues with trade unions
leading to operational challenges.
• Positive corporate culture and
workplace environment
• Increased recruitment and
retention of employees
• Improved productivity and long‐
term value creation for both
employees and business
• Recognition of OPAP as an
employer of choice
• Contribution to the improvement
of the society's labor force
(strengthening the economy) by
providing training and upskilling of
employees
• Employee dissatisfaction, lack of
engagement and motivation, due
to the absence of training and
development opportunities which
perpetuates lower quality of life
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Internal/inbound
External/outbound
Material issue
Risks
Opportunities
Positive impacts of OPAP’s business
Negative impacts of OPAP’s business
provision of training and benefits to
maintain a modern, innovative
workplace with motivated
employees. The management of labor
rights is also included within this
issue as a part of proper employee
management.
• Lower attractiveness as an
employer for new talents
• Challenges in timely covering
human capital needs due to
gaming industry expertise.
• Violation of individual rights
resulting from poor labor practices
can lead to maltreatment,
discrimination and/or harassment.
• Reduced innovation and creativity
due to insufficient employee
development.
Employee Health, Safety and
Wellbeing
Associated ESRS: ESRS S1 - Own
Workforce
Health and safety of employees at
work and the efforts to ensure their
wellness, by creating and promoting
a safe and positive workplace
environment. It includes the
implementation of safety policies and
development of initiatives to improve
work-life balance, physical and
mental health while mitigating any
potential health and safety risks.
• Increased injuries of
employees/contractors at work
and work‐related fatalities.
• Employees with mental health
issues (negative workplace
culture).
• Increase in the lost days of work.
• Litigation risks.
• Increased safety and employee
well‐being leading to a positive
company culture and reputation.
• Increased employee satisfaction,
productivity, and engagement.
• Fostering better quality of life for
society through the
implementation of health and
wellbeing programs.
• Promotion of public health.
• Ensures economic stability
resulting from reduced
absenteeism and increased
productivity of employees and
business partners.
• Societal distrust
• Contribution to building a
tarnished reputation for the sector
due to poor health and safety
conditions.
Human Rights and Diversity, Equity
and Inclusion (DEI)
• Potential to be associated with, or
considered complicit in, human
rights violations.
• Protection of vulnerable social
groups and support for
• Reduced inequalities and
increased diversity and gender
equality in the workforce.
• Social damage and unrest in case
of potential human rights
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Internal/inbound
External/outbound
Material issue
Risks
Opportunities
Positive impacts of OPAP’s business
Negative impacts of OPAP’s business
Associated ESRS: ESRS S1 - Own
Workforce, S2 ESRS- Workers in the
value chain
Promotion of diversity, equity and
inclusion (DEI) principles and respect
for human rights both within and
outside the company. It focuses on
maintaining a diverse and inclusive
company culture that does not
tolerate any discriminatory practices
on the basis of race, gender, ethnicity,
religion, sexual orientation - and any
other factors and the society and the
non-tolerance of child and
forced/abusive labor practices
throughout its workforce, supply
chain and network.
• Non‐compliance with ILO
standards, leading to significant
regulatory risk.
• Negative reputational impacts
• Talent attrition
• Litigation risks
• Discriminatory practices which
include race, ethnicity, gender
identity, age, disability, sexual
orientation, religious beliefs, or
national origin.
underrepresented groups, creating
a diverse and inclusive company.
• Positive corporate culture and
workplace environment.
• Increased employee satisfaction
and engagement.
• Enhanced reputation as a socially
responsible and inclusive
employer.
• Contributing to the prosperity of
society through the advocacy and
protection of human rights
• Reduction of the gender pay gap
violations, throughout the
company and its value chain.
• Perpetuation of supply chain which
has significant human rights and/or
DEI risks.
Responsible Gaming and Player
Protection
Associated ESRS: ESRS S4 -
Consumers and end-users
Company's commitment to providing
player protection and support, and
creating a safe and responsible
gaming experience, ensuring
integrity, trust and draw credibility. In
this context, ensuring that its
products and services are responsibly
• Failure to comply with responsible
gaming practices, regulations, and
laws, exposing the company to
reputational and litigation risks.
• Failure to provide a safe playing
environment which can lead to
business risks and loss of market
share and revenue.
• Players’ trust erosion affecting
company’s reputation.
• Increased revenue from enhancing
customer trust and gaming
experience.
• Promotion of fair gaming practices
within the industry, enhancing
customer trust and gaming
experience e.g. through education
and awareness programs and
campaigns promoting responsible
gaming practices among players.
• Improved customer satisfaction
resulting from transparent
advertising and clear
• Business sustainability thus
contributing to economy and
society.
• Enhanced reputation
• Long‐term value creation for the
customers and business.
• Mitigation of gambling‐related
harm, positively impacting society.
• Failure to identify and manage
illegal gaming, leading
to perpetuation of illegal activity
and related socio‐economic risks in
the region.
• Failure to provide support to
employees and customers (e.g.,
through training, hotlines), leading
to excessive gambling or under‐age
gaming.
• Societal distrust in case of
potential large‐scale
mismanagement in customer
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Internal/inbound
External/outbound
Material issue
Risks
Opportunities
Positive impacts of OPAP’s business
Negative impacts of OPAP’s business
advertised and that the gaming
activities of the company are not
contributing to illegal gambling.
communication of products and
services.
communication matters (e.g.,
misleading communication,
advertising, etc.) or in matters
related to the safety of the services
provided.
Customer Satisfaction
Associated ESRS: ESRS S4 Consumers
and end-users
Company's approach to customer
engagement, ensuring high levels of
customer satisfaction, through
initiatives such as customer
satisfaction surveys and the
application of a comprehensive
complaints management mechanism.
• Failure to resolve customer issues
and provide customer support
resulting in dissatisfaction and
reputational risks.
• Loss of revenue and market share
• Enhanced reputation and brand
recognition.
• Increased competitiveness in the
market.
• Enhanced customer support
processes and tools.
• Innovative product offerings.
• Increased customer and
community satisfaction resulting
from the practices adopted by the
company.
• Frustrated customers resulting
from poor customer service.
Network Support
Enhancement of the retail network
through compliance with commercial
standards, optimization of network
operations, improvement of network
satisfaction, ongoing communication
streams and the provision of training
programs and consistent investment.
• Tense business relationships and
loss of partners.
• Reputational risks / Loss of
customer trust.
• Litigation risks
• Non‐compliance of the retail
network with the commercial
standards.
• Insufficient management and
support of the network, leading to
dissatisfaction among business
• Strengthening alignment of
network with company
standards, promoting positive
business practices.
• Close monitoring of partners.
• Promotion of fair business
practices within the industry and
robust collaboration between
business partners.
• Partner of choice for retailers.
• Increased trust and loyalty within
the retail network.
• Increase in productivity and
revenue of retail network.
• Enhanced local brand affinity for
OPAP.
• Contribution to the local
economy.
• Frustrated customers resulting
from poor customer service thus
tarnishing the sector’s
reputation.
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Internal/inbound
External/outbound
Material issue
Risks
Opportunities
Positive impacts of OPAP’s business
Negative impacts of OPAP’s business
partners and weak economic
performance and growth.
• Negative market impacts resulting
from the poor performance of
network partners and market
share.
• Potential business disruption due
to outages and service disruptions.
Responsible Supply Chain
Associated ESRS: ESRS S2 Workers in
the value chain
Responsible management of the
company’s supply chain and
resources, including compliance with
company policies, screening on
alignment with ESG principles and
implementation of the Supplier Code
of Conduct.
• Geopolitical tensions, natural
disasters, economic fluctuations,
and unforeseen events, impacting
production and service delivery.
• Unethical payment practices or
strained relationships.
• Reputational and business risks
resulting from working with
suppliers associated with
corruption, money laundering,
human rights risks which have a
negative impact on society and the
environment (risk by association).
• Non‐compliance with supply‐chain
relevant policies and/or
regulations, ESG principles and
supplier code of conduct.
• Promotion of sustainability
principles to the supply chain
through ESG‐related contractual
clauses.
• Promote suppliers with mature
ESG culture to enhance company
reputation.
• Better quality control by
establishing KPIs. for monitoring
subcontractors’ delivery
accuracy/response time.
• Increased stability and long‐term
value creation in the value chain
through mitigation of potential
risks.
• Promotion of positive work
practices in the market.
• Create value in the local
communities through local
collaborations.
• Contribution to lower quality of life
and potential ESG risks such as
human and labor rights, by
supporting suppliers who do not
comply with the company's
culture.
Societal Support
Associated ESRS: ESRS S3 Social -
Affected communities
• Decrease in brand affinity and
recognition.
• Support of local communities.
• Increased consumer and network
loyalty.
• Community satisfaction resulting
from efforts to improve social
needs and engagement with local
communities.
• Potential negative socio‐economic
and environmental impacts on
local communities resulting from
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Internal/inbound
External/outbound
Material issue
Risks
Opportunities
Positive impacts of OPAP’s business
Negative impacts of OPAP’s business
OPAP’s commitment of supporting
the society and the communities it
operates in. It includes activities
related to charitable donations,
sponsorships, volunteering, and
support of local initiatives and
programs, fostering the development
of the local community and
empowerment of vulnerable social
groups.
• Complaints and issues with local
communities due to ineffective or
absence of stakeholder dialogue.
• Enhanced reputation and positive
publicity.
• Improved brand awareness in local
communities, where OPAP
operates.
• Economic empowerment of
communities (e.g. job creation and
business opportunities).
lack of understanding/contribution
to communities’ needs.
Governance and Business Continuity
Associated ESRS: ESRS G1 Business
conduct
Organizational structure, system of
principles and practices through
which OPAP is governed,
safeguarding the legal interests of
stakeholders involved in its operation.
It also refers to the wider enterprise
risk identification, management and
mitigation practices put in place to
ensure business continuity.
• Poor risk identification and
mitigation, leaving the company
vulnerable to significant threats,
business risks and poor business
resilience.
• Weak Internal Control System may
lead to fraud, financial
mismanagement, or other
irregularities.
• Increased regulatory scrutiny.
• Inability of crisis management
(including natural and man‐made
disasters, geopolitical events),
leading to poor business
performance and preparedness.
• Reputational impact due to
governance failures (board
mismanagement, ethical
• Development of an agile business
model, easily adaptable to external
risks and threats.
• Enhanced Internal Control System
that identifies and prevents risks.
• Long‐term business continuity and
value creation.
• Enhanced Risk Management
Framework and procedures.
• Development of alternative/ digital
channels, products, and services,
replacing the physical ones, that
meet customers’ needs, to
enhance business operations.
• Stakeholder satisfaction resulting
from good governance and risk
management practices and the
provision of stable continuous
services to customers and the
society at large.
• Poor governance practices
contribute to building bad
reputation for the sector.
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Internal/inbound
External/outbound
Material issue
Risks
Opportunities
Positive impacts of OPAP’s business
Negative impacts of OPAP’s business
violations, lack of transparency
etc.).
Business Ethics and Compliance
Associated ESRS: ESRS G1 Business
conduct
Management of the company's
business operations in an ethical
manner, by eliminating fraud,
corruption, bribery, and any other
nonethical behavior such as
competitive and antitrust practices
while at the same time keeping up to
date with the necessary regulatory
environment and ensuring
compliance with all relevant laws and
regulations throughout all aspects of
the business operations.
• Corruption and bribery incidents
within the company, leading to
regulatory, reputational and
litigation risks.
• Lack of or ineffective operation of
ethics hotlines and grievance
mechanisms.
• Loss of investor confidence.
• Increased revenue from
strengthened customer trust
and positive gaming experience.
• Creation of positive work
environment.
• Promotion of a fair and
competitive market resulting from
responsible and ethical business
practices of the Group.
• Enhanced stakeholder satisfaction
resulting from increased corporate
credibility.
• Increased corruption throughout
the value chain impacting the
economy and society at large.
• Conflicts with stakeholders (e.g.,
societal associations, industry
associations, etc.).
Financial Performance and
Transparency
OPAP’s economic performance, the
achievement of financial goals and
the increase of profits. It also
addresses the company's ability to
generate and distribute economic
value to the society, including its
approach to tax matters.
• Financial risk from failure to
achieve financial goals.
• Reputational risk, distrust, and lack
of transparency, leading to the loss
of investors and business partners.
• Non‐compliance with financial
regulations and reporting
requirements may lead to legal
repercussions and financial
penalties.
• Contribution to economic and
market growth leading to
enhanced reputation and
credibility.
• Robust financial reporting
practices, providing stakeholders
with accurate and timely financial
information.
• Transparency in financial reporting
enhancing investors’ confidence.
• Supporting and contributing to
local economy and macroeconomic
parameters (e.g., income,
productivity, GDP and market
development) resulting from
positive economic performance
and indirect economic impacts
(e.g., supply chain employment).
• Contribution to national and local
economy via taxes.
• Public trust
• Disruption to the economy from
lack of distribution of profits.
• Reduced profits returned to
investors resulting from poor
economic performance also
affecting taxes' contribution.
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Internal/inbound
External/outbound
Material issue
Risks
Opportunities
Positive impacts of OPAP’s business
Negative impacts of OPAP’s business
Anti-Money Laundering
Associated ESRS: ESRS G1 Business
conduct
Policies and processes in place to
identify and address any type of
money laundering. It includes the
implementation of the Counter
Terrorism Financing (AML/CTF)
compliance program and provision of
training to employees and agents to
raise awareness on this matter.
• Significant regulatory risks/fines for
the violations regarding money
laundering.
• Challenges in timely detection of
ML/TF activities.
• Inability to proceed with corrective
actions to deal with money
laundering incidents.
• Potential reputational and business
risks.
• Increased company credibility and
reputation through effective
practices regarding the mitigation
of money laundering.
• Increased investor trust.
• Comprehensive AML programs
safeguarding company’s integrity.
• Enhanced due diligence
procedures.
• Promotion of fair business
practices within the industry.
• Crime prevention by reducing
opportunities for ML and illicit
financial activities that may fund
criminal enterprises.
• Perpetuation of illegal activity in
the market from poor anti‐money
laundering practices.
• Dissatisfaction and conflicts with
stakeholders ( e.g., societal
associations, industry associations,
investors, etc.).
Technology Innovation
Commitment to continuous
innovation and technological upgrade
of products and services offered by
the company to cover the players'
expectations and to provide an
enhanced digital experience. It
includes the growth of digital
infrastructure, the improved quality
of online services and software
systems, as well as the digitization of
offerings.
• Failure to identify and take
advantage of technological
opportunities to improve offerings
and operational processes leading
to loss of revenue.
• Inability to follow the evolving
market and the customer's
expectations resulting in lower
competitiveness.
• Increased competitiveness.
• Ability to grow the offering of
services, leading to increased
revenue and investor interest.
• Driving innovation within the
market through digital
technologies.
• Limiting growth of the company as
well as the sector.
Cyber and Data Security
OPAP’s enforcement of practices
related to cyber and data security
including privacy and protection,
• Increased data breaches or cyber
threats, leading to dissatisfaction
of stakeholders.
• Non‐compliance with relevant laws
and regulations can lead to
• Increased credibility and brand
recognition.
• Secure and safe gaming
environment, leading to increased
player satisfaction and revenue.
• Customer and community
satisfaction resulting from safe
management of customer data.
• Advocacy and protection of human
rights in relation to privacy.
• Dissatisfaction of stakeholders
resulting from breaches of security
affecting overall trust to the
gaming sector.
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Internal/inbound
External/outbound
Material issue
Risks
Opportunities
Positive impacts of OPAP’s business
Negative impacts of OPAP’s business
confidentiality, trust, and careful
management of players' information.
It also includes the security controls
and risk assessments related to
security vulnerability, as well as
relevant preventative actions for any
security breaches.
reputational and litigation risks, as
well as monetary fines.
• Loss of customers and investors.
• Potential disruption of operations
causing financial losses,
reputational damage, and potential
harm to customers.
• Involvement of law enforcement in
cases of security and/or privacy
breaches causing potential societal
unrest leading to distrust for the
entire gaming industry.
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Data Collection Process
The process of corporate reporting is an integral part of the Internal Control System (ICS) of the Group
which is described in detail in the Corporate Governance Statement.
More specifically, the data collection process for the reporting of non-financial information follows the basic
principles of the corporate reporting process featuring standard controls (good practices) such as the
identification of roles/responsibilities, information systems, management review and approvals, etc.
The data collection process serves to provide the Management and all stakeholders with non-financial
information (both qualitative and quantitative), including any significant impacts on the society (and
environment) which may be pertinent to business and governance effectiveness.
Results table for 2023
A representative sample of key results for 2023 is displayed below, which are part of the overall
Sustainability results presented within the Integrated Report (financial and non-financial data), to be issued
by OPAP Group in 2024.
Indicator
GROUP
COMPANY
Number of court convictions for corruption or bribery against OPAP
0
0
Monetary value of fines or penalties (i.e. even if appealed) for noncompliance with
laws and regulations regarding incidents of corruption and bribery (€)
0
0
Protecting Players
Customers’ overall satisfaction with OPAP (as expected, or better than expected)
n/a
1
94%
Employees informed about Responsible Gaming (% of total employees)
55%
2
76%
2
Total number of identified leaks, thefts, or losses (breaches) of customer data
0
0
Enhancing the Network
OPAP Stores (number)
3,367
3,164
PLAY Stores (number)
366
366
Additional POS (points of sale) and street vendors for Hellenic Lotteries products
(number)
8,436
0
Monitoring visits conducted by the Field Operations Team in offline network
(number)
6,364
3
6,364
Findings regarding conduct of illegal games in offline network (number)
0
3
0
Developing People
Employees (number)
1,865
4
1,249
4
Full-time employees (%)
98%
4
100%
4
Indefinite time contract employees (%)
98%
4
98%
4
Women in overall workforce (%)
36%
4
42%
4
Fatalities from workplace accidents (number)
0
0
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[Strictly Confidential]
Concerns filed through whistleblowing mechanism (number)
5
5
4
5
Supporting Society and Protecting the Environment
Societal support and sponsorship activities (number)
776
465
Societal support and sponsorship activities spending (million €)
34
13
Electricity consumption (MWh)
4,659.2
6,7
2,782.9
6
Water consumption from water supply network (m
3
)
67,590.86
6,7
6,679.86
6
1
Metrics applicable only to OPAP S.A.
2
Data refers to employees from all the companies excluding Neurosoft. The RG e-learning Training in OPAP S.A. was relaunched in 2023.
3
Current Group figure incorporates the number of monitoring visits only for OPAP S.A. due to the unavailability of information, at the
reporting date regarding OPAP's subsidiary in Cyprus. OPAP Group aims to develop the necessary procedures for timely reporting of Group
wide figures in future reports.
4
Data refers to employee headcount on 31.12.2023.
5
Data do not include Neurosoft, OPAP Cyprus and OPAP Sports. In 2023, we received five reports through the whistleblowing mechanism.
None of the five reports fall under the Whistleblowing policy scope, however, we handled all of them accordingly.
6
For OPAP SA, data include estimations for the months for which the reports from the service providers are still pending.
7
Group level data include estimations regarding Neurosoft consumption.
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7. Dividend policy – Distribution to the shareholders
In relation to dividend distribution for the fiscal year 2023, the Company’s Management, after taking into
consideration the Company’s performance, its prospects and its investment plans, proposes the distribution
of dividend of € 1.601771387 per share before withholding taxes (according to the applicable tax legislation)
versus € 1.00 per share for the year 2022.
It should be noted that the meeting of the Company’s Board of Directors, held on 31.08.2023, approved
the distribution of € 1.001771387 per share as interim dividend for the fiscal year 2023.
Based on the aforementioned information, total dividend for the 2 comparable periods before applicable
withholding taxes, will be as follows:
2023
2022
Interim dividend
1.0018
0.3000
Final dividend
0.6000
0.7000
Total distribution
1.6018
1.0000
In addition to the dividend distribution, a capital return to Shareholders of € 0.45 per share was distributed
to the shareholders based on the Company’s AGM decision of 27.04.2023. An additional € 0.25 per share
capital return will be proposed at the forthcoming Company’s AGM.
8. Number and par value of shares
All the shares issued by the Company are common shares.
The Board of Directors, as its meeting dated 23.06.2023 decided to issue 6,720,882 new ordinary,
registered, voting shares of nominal value of € 0.30 each. Consequently, the total authorized number of
common shares on 31.12.2023 was 370,062,741 (363,341,859 on 31.12.2022) with a par value of € 0.30 per
share (€ 0.30 in 2022).
All issued shares are fully paid.
9. EU Taxonomy regulation
The Taxonomy regulation is a key component of the European Commission's “Action Plan: Financing
Sustainable Growth” of March 2018. It represents an important step in the EU’s pursuit of the goals of the
Paris Agreement, according to which climate neutrality is to be achieved by 2050. One of the objectives of
the Finance Action Plan is to redirect capital flows towards a more sustainable economy. Such a shift of
capital flows has to be underpinned by a shared understanding of what “sustainable” means. Therefore,
the EU Taxonomy provides for a unified classification system of activities that can be considered
“sustainable”. In this regard the regulatory framework applicable for the time being is the Regulation (EU)
2020/852 on the establishment of a framework to facilitate sustainable investments, Delegated Act (EU)
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[Strictly Confidential]
2021/2139 (“Climate Delegated Act”), Delegated Act (EU) 2021/2178 (“Disclosures Delegated Act”),
delegated Act (EU) 2022/1214 (“Complementary Climate Delegated Act”), Delegated Act (EU) 2023/2485
(amending Climate Delegated Act with additional technical screening criteria for certain activities not
previously covered), and Delegated Act (EU) 2023/2486 (supplementing regulation for the rest of taxonomy
objectives).
The scope of the Taxonomy Regulation includes inter alia undertakings which are subject to the obligation
to publish non-financial statements pursuant Art.19a or 29a of the Accounting Directive 2013/34/EU. These
undertakings are to provide investors with a basis for their investment decision by disclosing information
on how and to what extent the undertaking’s activities are associated with environmentally sustainable
economic activities (Art.8 of the Taxonomy Regulation). The aim is to increase transparency in order to help
prevent greenwashing and enlarge the space for green finance.
Taxonomy-eligible economic activity means an economic activity that is described in the delegated acts
supplementing the Taxonomy Regulation (that is, the Climate Delegated Act as of now), irrespective of
whether that economic activity meets any or all of the technical screening criteria laid down in those
delegated acts.
An economic activity is Taxonomy-aligned where it complies with the technical screening criteria as defined
in the Climate Delegated Act and it is carried out in compliance with the minimum safeguards regarding
human and consumer rights, anti-corruption and bribery, taxation, and fair competition. To meet the
technical screening criteria, an economic activity contributes substantially to one or more environmental
objectives while not doing significant harm to any of the other environmental objectives.
Taxonomy-non-eligible economic activity means any economic activity that is not described in the
delegated acts supplementing the Taxonomy Regulation. OPAP has examined all Taxonomy-eligible
economic activities listed in the Delegated Act based on the activities as a Group that mainly provides
gaming entertainment services. The Climate Delegated Act focuses on those economic activities and sectors
that have the greatest potential to achieve the objective of climate change mitigation through the
avoidance or reduction of greenhouse gas emissions or the increase of greenhouse gas removals and of
climate change adaptation, with solutions that substantially reduce the risk of the adverse impact of the
current climate and the expected future climate on that economic activity or substantially reduce that
adverse impact. After a thorough review involving all relevant divisions and functions, it was concluded that
the core economic activities of the Group are not covered by the Climate Delegated Act and consequently
are Taxonomy-non-eligible and Taxonomy-non-aligned.
The European Commission identifies three Key Performance Indicators (KPIs) to be disclosed regarding the
proportion of the Taxonomy Eligible activities of the Group to its total activities:
• Turnover KPI (Gross Gaming Revenue (GGR))
• Operating Expenses KPI and
• Capital Expenditure KPI
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The economic activities as a Group that mainly provide gaming entertainment services are not covered by
the Climate Delegated Act and Delegated Regulations issued in June 2023. A Taxonomy-alignment
assessment was performed both for CAPEX and OPEX related to the purchase of outputs from Taxonomy-
aligned economic activities and individual measures enabling certain target activities (non-eligible activities)
to become low-carbon or to lead to greenhouse gas reductions.
As a result of this assessment, the share of the Taxonomy-eligible economic activities according to the Art.
8 of the Regulation for Taxonomy and the Art. 10 (2) of the Art. 8 of the Delegated Act in total turnover of
the Group is 0% and -consequently- the related capital and operating expenditure are also 0%.
Information relating to the calculation of the KPIs:
Turnover (Gross Gaming Revenue (GGR)): the percentage of the Taxonomy-aligned economic activities on
the total annual Gross Gaming Revenue (GGR) has been calculated as part of the Gross Gaming Revenue
(GGR) associated with the Taxonomy-aligned economic activities (numerator), to the total consolidated
Gross Gaming Revenue (GGR) (denominator).
The total annual Gross Gaming Revenue (GGR) can be reconciled with the Consolidated Financial
Statements of the Company in the Consolidated Income Statement in page 134.
Operating Expenses: the quotient of the operating expenses related to the Taxonomy-eligible and
Taxonomy-aligned economic activities (numerator) to the total operating expenses (denominator) on a
consolidated basis. The total operating expenses of the Group include the payroll, the marketing and the
other operating expenses as presented in the Consolidated Income Statement.
Capital Expenditure: the capital expenditure defined as Taxonomy-eligible and Taxonomy-aligned
economic activities (numerator) to the total capital expenditure (denominator). The total capital
expenditure consists of the additions to intangible assets, property, plant and equipment, right-of-use
assets and investment property during the financial year, before depreciation and amortization,
impairment and any measurements, including any resulting remeasurement and impairment. The total
capital expenditure is the sum of the "Additions" line in Notes 6, 7, 8 and 9 of the financial statements.
More information relating to the accounting policies applied are included in Note 3 of the financial
statements.
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[Strictly Confidential]
10. Other
Branches
The Group owns a total of 5 branches that operate as OPAP agencies offering customers all the products
and services of OPAP S.A., HELLENIC LOTTERIES S.A., HORSE RACES SINGLE MEMBER S.A., TORA DIRECT
SINGLE MEMBER S.A. and TORA WALLET SINGLE MEMBER S.A.. Four of the branches are owned by the
Company and are located in:
1. 108 Athens Avenue, Athens, which operates as a model store,
2. 46-48 Kifisou Avenue, Peristeri, Athens,
3. Fokon 11 and Kappadokias 0, Nea Filadelfia, Athens,
4. 54 Vassilis Olgas Avenue, Thessaloniki,
and the fifth is a branch of HORSE RACES SINGLE MEMBER S.A. and is located in Markopoulo, Attica.
Research and development
Four companies of the Group, OPAP S.A., NEUROSOFT S.A., TORA DIRECT SINGLE MEMBER S.A. and TORA
WALLET SINGLE MEMBER S.A. spend on research and development in order to produce software and other
technology products, either for own use or for sale to third parties.
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11. Subsequent events
Loan prepayment
On 12.01.2024, the Company proceeded with an early repayment of € 10,000 th. of its loan from OPAP
CYPRUS LTD.
Default Interest and update from Arbitration
Following the LCIA final award in September 2023 which rejected the Request for Arbitration of HELLENIC
LOTTERIES S.A., on 13.02.2024, HELLENIC LOTTERIES S.A. was notified by the General Secretariat of Public
Property of the Greek Ministry of Economy and Finance, of an additional liability to the Greek State
amounting to € 11,891 th. related to the default interest resulting from the overdue payment of the
disputed Minimum Annual Fee for the years 2020, 2021 and 2022. The amount was paid on 28.02.2024 and
the Profit after tax of the Group for the year 2023 was impacted by the abovementioned default interest.
However, on 05.03.2024 the General Secretariat of Public Property of the Greek Ministry of Economy and
Finance notified HELLENIC LOTTERIES S.A. that an extra amount of overdue interest of € 571 th. was due
which was paid on 08.03.2024. This amount has not been incorporated in the 2023 Annual Financial Report
of the Group and will therefore be included in the Q1 2024 Interim Management Statement.
Establishment of OPAP Eco SINGLE MEMBER S.A.
On 27.02.2024, OPAP Eco SINGLE MEMBER S.A. was established by OPAP INVESTMENT LTD, a wholly owned
subsidiary of OPAP S.A. and its purpose is the conclusion of power purchase agreements (physical or
financial) with third parties and the participation in the energy markets.
Launch of Eurojackpot
On 03.11.2022, the Greek State granted to OPAP S.A. the license to conduct offline the numerical lottery
game “Eurojackpot” in the Greek territory through its land-based network (OPAP Stores) for a period of 10
years with the option to be renewed for an equal or shorter time period, starting from the date of the
conduct of the first draw which took place on 08.03.2024.
Treasury shares
Starting from 01.01.2024 and as of 08.03.2024, the Company has purchased through the Athens Exchange
1,321,605 own shares, amounting to a total purchase value of € 21,339 th., at an average price of € 16.15
per share. The Company as of 08.03.2024 holds in aggregate 5,212,541 own shares, i.e. a percentage of
1.41% of the total number of shares issued by it.
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[Strictly Confidential]
Final dividend for the fiscal year 2023
The Company's Board of Directors decided during its meeting on 12.03.2024 to distribute € 1.601771387
per share as total dividend for the fiscal year 2023 with € € 1.001771387 per share having already paid as
interim dividend in November 2023.
In addition to the dividend distribution, capital return to Shareholders of € 0.25 per share will be proposed
to AGM. Consequently, the total shareholders distribution including the dividend will amount to €
1.851771387 per share.
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12. Alternative Performance Indicators (API)
The Group presents certain Alternative Performance Indicators besides the International Financial
Reporting Standards as issued by the IASB” (”IFRS”) arising from its financial statements, particularly the
indicator "Net Debt/Earnings before interest, taxes, depreciation, amortization and impairment (EBITDA)”.
The indicators which are defined and calculated in detail below, are widely used in order to present the
Group’s profits in relation to its debt and how viable servicing its debt is. The Alternative Performance
Indicators should not be considered as a substitute for other figures in the Financial Statements.
(Amounts in thousands of euro)
01.01-
31.12.2023
01.01-
31.12.2022
Δ %
Profit before interest, tax, depreciation, amortisation
and impairment (EBITDA) / Revenue (GGR)
35.0%
38.0%
-7.9%
Profit attributable to owners of the Company /
Revenue (GGR)
19.6%
30.5%
(36.0%)
Profit before interest, tax, depreciation, amortisation
and impairment (EBITDA) / Net gaming revenue
(NGR)
50.8%
55.2%
(7.9%)
Profit attributable to owners of the Company / Net
gaming revenue (NGR)
28.4%
44.4%
(36.0%)
Net debt
195,146
107,439
(81.6%)
Total debt / Total equity
88.6%
77.7%
(14.1%)
Net debt / Profit before interest, tax, depreciation,
amortisation and impairment (EBITDA) last twelve
months
0.27
0.15
(83.1%)
Earnings before interest, taxes, depreciation, amortization and impairment (EBITDA) as a % of GGR
Calculated as the ratio of earnings before tax, depreciation, amortization and impairment (EBITDA) over
GGR in the year.
Profit attributable to owners of the Company as a % of GGR
Calculated as the ratio of net profit for the year over GGR for the year.
Earnings before interest, taxes, depreciation, amortization and impairment (EBITDA) as a % of NGR
Calculated as the ratio of Earnings before tax, depreciation, amortization and impairment (EBITDA) over
NGR in the period.
Profit attributable to owners of the Company as a % of NGR
Calculated as the ratio of net profit for the year over NGR for the year.
Net Debt
Calculated as the sum of short-term and long-term borrowings plus short-term and long-term lease
liabilities at the end of the year/period minus the "Cash and cash equivalents", “Long-term investments”
and “Short-term investment” balances at the end of the year.
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Total Debt / Equity
Calculated as the ratio of the sum of short-term and long-term borrowings plus short-term and long-term
lease liabilities at the end of the year over equity at the end of the year.
Net Debt / Earnings before interest, taxes, depreciation, amortization and impairment (EBITDA) last
twelve months
Calculated as the ratio of Net Debt (see above) over earnings before interest, tax, amortization and
impairment in the last twelve months.
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ANNEX
EXPLANATORY REPORT TO THE ORDINARY GENERAL MEETING OF OPAP S.A.
SHAREHOLDERS PURSUANT TO ARTICLE 4 PAR. 7-8 OF LAW 3556/2007
The present explanatory report of the Company’s Board of Directors to the Ordinary General Meeting of
OPAP S.A. Shareholders consists of detailed information pursuant to the provisions of art. 4, par. 7 and 8 of
L. 3556/2007.
1. Company’s Share Capital Structure
The Company’s Share Capital amounts up to € 111,019 th., divided into 370,062,741 nominal common and
outstanding voting shares, with nominal value of € 0.30 each.
Within the fiscal year 2023:
• The Company’s Share Capital, following the resolution of the AGM of the Company dated
27.04.2023, was increased by € 163,504 th., through capitalization of an equal amount from the
share premium reserve and the increase of the nominal value of each share of the Company by €
0.45, i.e. from € 0.30 to € 0.75 to be followed by a share capital return of an equivalent amount (€
163,504) through a reduction of the nominal value of each share of the Company by € 0.45, i.e.
from €0.75 to € 0.30, that was executed in cash on 23.06.2023.
• The Company’s Share Capital, following the resolution of the Board of Directors of the Company
dated 27.04.2023, was increased by € 2,016 th., upon issuance of 6,720,882 new common,
registered, voting shares, of nominal value of € 0.30 each, as a result of the reinvestment program
of the remaining dividend of the financial year 2022.
All shares are admitted to trading at the Athens Stock Exchange Market.
The rights of the Shareholders of OPAP S.A. which stem from the Company’s share are equivalent to the
percentage of their equity investment in the paid-up share capital.
Each share provides all rights and obligations required by the Law and the Statutes and more specifically:
• Participation and voting right to the General Meeting of OPAP S.A.
• The right of being entitled to receive dividend out of annual profits or out of Company liquidation,
as well as the right on the Company’s assets in the event of liquidation. Every shareholder listed in
the Company’s share register at the ex-dividend date is entitled to a dividend. The date and the
way of the collection of the dividend’s distribution are announced by the Company through the
Media, pursuant to L. 3556/2007 and the relevant decisions of the Exchange Commission. Within
five (5) years starting from the year when distribution is approved by the General Meeting, the
right of the collection of the dividend is lapsed and the amount not collected is prescribed to the
Hellenic Public Sector.
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• The right of pre-emption to any share capital increase of the Company holding cash and the
assumption of new shares.
• The General Meeting of the Company’s Shareholders retains all the functions and authorities
during the Company’s liquidation (pursuant to article 46 of its Statutes). The liability of the
Company's shareholders is limited to the nominal value of shares held.
• The right to receive copies of Financial Statements and reports of the auditors and the Board of
Directors.
2. Restrictions on the transfer of shares of the Company
According to the Law, the Company transfers its shares and this transfer is not subject to restrictions by the
Statute.
3. Significant direct and indirect holdings according the provisions of Law 3556/2007
The shareholders (natural persons or legal entities) that according to their notification made up until
31.12.2023 hold directly or indirectly a percentage of shares of more of 5% of its total shares with the
respective voting rights, are listed below:
Name
Percentage
Allwyn Greece & Cyprus Holding LTD
33.55%
Allwyn International a.s.
16.63%
Free Float
49.82%
4. Shareholders of any shares with special auditing rights
There are no shares offering to the shareholders special auditing rights in the Company.
5. Restrictions of voting rights
According to the provisions of the Company’s Statutes, there are no restrictions on shareholders voting
rights.
6. Agreements of shareholders, acknowledged by the Company, involving restrictions on transfer
of shares or exercising of voting rights
The Company does not acknowledge the existence of agreements among its shareholders which conclude
to restrictions on transfer of shares or exercising of voting rights.
7. Regulations concerning appointment or replacement of members of the Board of Directors and
amendment of the Statutes
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The regulations of the Company’s statutes regarding the appointment and replacement of BoD members
and the modification of provisions of Statutes do not differentiate from the ones provided in L.4548/2018.
8. Competence of the Board of Directors or some of its members regarding issue of new shares or
purchase of own shares
According to the Article 8 of the Company’s Statutes, upon decision of the General Assembly, which is
subject to publicity of Article 13 of L. 4548/2018, the Board of Directors can be given the right, upon the
Board’s decision taken by, at least, a majority of two third (2/3) of its members, to increase the share capital
partially or totally by issuing new shares, up to the amount of the paid-up capital the date that the Board
of Directors was granted the authority in question. The Board of Directors’ authority can be renewed by the
General Assembly for a period of time that will not exceed the six-year period for each renewal. No such
decision has been made by the General Assembly of the Shareholders.
According to the same article of the Statutes, upon decision of the General Assembly, a program of shares
disposal can be established for the members of the Board of Directors and the Company’s personnel, as
well as for the associated companies, in the form of optional right of shares acquisition, with the terms and
conditions of Article 26 of L. 4548/2018. No such decision has been made by the General Assembly of the
Shareholders.
According to the provisions of Articles 48-52 of L. 4548/2018, the companies listed on the Athens Exchange
may acquire own shares, upon decision of the General Assembly of their shareholders, which provides the
terms and the conditions of provided acquisitions and, in particular, the maximum number of shares that
can be acquired and the duration of this approval. Their acquisition takes place under the Board of Directors
responsibility, under the conditions mentioned in the law. No controversy provision exists in the Company’s
Statutes. Following the resolution of the Annual Ordinary General Assembly of its shareholders that took
place on 27.04.2023 (the “General Assembly”) on the establishment of a share buy back programme and
the announcement of the same day and following the decision of its Board of Directors of 04.09.2023, the
Company intends to proceed to the purchase of own shares the nominal value of which will not exceed the
approved by the General Assembly limit of five percent (5%) of the Company’s paid up capital (i.e. up to
18.167.092 shares) during the period from 05.09.2023 until 31.12.2024 at a minimum purchase price equal
to the nominal value of the share (€ 0,30) and maximum purchase price equal to twenty Euros (€ 20) per
share. Purchases shall take place for all the scopes and uses permitted by applicable legislation and in
compliance with the provisions of articles 49 and 50 of Law 4548/2018 in conjunction with the provisions
of Regulation (EU) 596/2014 of the European Parliament and of the Council, on market abuse and
Commission Delegated Regulation (EU) 2016/1052. The maximum amount for the share buy back during
this period is estimated at approximately € 150,000 th., excluding relevant expenses. The final amount and
the final number of own shares to be purchased during the aforementioned period shall depend on market
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conditions and Company’s share price and liquidity. It is noted that the share buy back programme
approved by the General Assembly expires on 17.06.2025.
The Company holds as of 31.12.2023 3,890,936 treasury shares that were acquired during 2015, 2016,
2017,2018 and 2023.
9. Important agreements signed by the Company, that are put into force, modified or expire in
case of change of Company control following a public offering and the results of these
agreements
There are no agreements that are put into force, modified or expire in case of change of Company control
following a public offering.
10. Each agreement signed among the Company and the members of the Board of Directors or its
personnel, which provides for compensation in the event of resignation or dismissals without
just cause or termination of service or employment due to public offering
The Company has not entered into any agreements with the members of the Board of Directors or its
personnel to compensate these persons, in case they are forced to resign or dismissed unfairly or their
services or employment are terminated due to public offer for the acquisition of its shares.
Athens, 12 March 2024
Kamil Ziegler
Jan Karas
Chairman
Board Member and Chief
Executive Officer
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III. Annual Financial Statements
The attached Financial Statements as at 31.12.2023 of the Group and the Company were approved by the
Board of Directors of OPAP S.A. (“BoD”) on 12.03.2024, following the Audit Committee (“AC”) review and
pursuant to the AC recommendation to the BoD dated 11.03.2024 and are posted at the Company’s website
www.opap.gr as well as in the website of Athens Stock Exchange. The attached Financial Statements will
remain at the disposal of investors at least five years from the date of their announcement.
The auditors of the separate and consolidated Financial Statements of OPAP S.A. for the years ended on
31.12.2023 and 31.12.2022 is the auditing firm PricewaterhouseCoopers S.A..
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This page has been left blank intentionally.
OPAP S.A. Annual Financial Report 2023
PricewaterhouseCoopers SA, GEMI: 001520401000, T: +30 210 6874400, www.pwc.gr
Athens: 260 Kifissias Avenue & 270 Kifissias Avenue, 15232 Halandri | T:+30 210 6874400
Thessaloniki: Agias Anastasias & Laertou, 55535 Pylaia | T: +30 2310 488880
Ioannina: 2 Plateia Pargis, 1st floor, 45332 | T: +30 2651 313376
Patra: 2A 28is Oktovriou & Othonos Amalias 11, 26223 | T: +30 2616 009208
121
This audit report and the financial statements that are referred to herein have been translated
for the original documents prepared in the Greek language. The audit report has been issued
with respect to the Greek language financial statements and in the event that differences exist
between the translated financial statements and audit report and the respective original Greek
language documents, the Greek language documents will prevail.
Independent auditor’s report
To the Shareholders of “ORGANIZATION OF FOOTBALL PROGNOSTICS S.A.”
Report on the audit of the separate and consolidated financial statements
Our opinion
We have audited the separate and consolidated financial statements of ORGANIZATION OF
FOOTBALL PROGNOSTICS S.A. (Company and Group) which comprise the separate and
consolidated statement of financial position as of 31 December 2023, the separate and consolidated
income statement and statement of other comprehensive income, the separate and consolidated
statement of changes in equity and the separate and consolidated cash flow statement for the year
then ended, and notes to the separate and consolidated financial statements, comprising material
accounting policy information.
In our opinion, the consolidated financial statements present fairly, in all material respects the separate
and consolidated financial position of the Company and the Group as at 31 December 2023, their
separate and consolidated financial performance and their separate and consolidated cash flows for
the year then ended in accordance with International Financial Reporting Standards, as adopted by
the European Union and comply with the statutory requirements of Law 4548/2018.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs), as they have
been transposed into Greek Law. Our responsibilities under those standards are further described in
the Auditor’s responsibilities for the audit of the separate and consolidated financial statements section
of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
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Independence
During our audit we remained independent of the Company and the Group in accordance with the
International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants
(IESBA Code) that has been transposed into Greek Law, and the ethical requirements of Law
4449/2017 and of Regulation (EU) No 537/2014, that are relevant to the audit of the separate and
consolidated financial statements in Greece. We have fulfilled our other ethical responsibilities in
accordance with Law 4449/2017, Regulation (EU) No 537/2014 and the requirements of the IESBA
Code.
We declare that the non-audit services that we have provided to the Company and its subsidiaries are
in accordance with the aforementioned provisions of the applicable law and regulation and that we
have not provided non-audit services that are prohibited under Article 5(1) of Regulation (EU) No
537/2014.
The non-audit services that we have provided to the Company and its subsidiaries, in the period from
1 January 2023 to 31 December 2023 during the year ended 31 December 2023, are disclosed in the
note 45 to the separate and consolidated financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the separate and consolidated financial statements of the year under audit. These matters
were addressed in the context of our audit of the separate and consolidated financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matter
How our audit addressed the key audit matter
Revenue Recognition Based on Complex
Information Systems – Gross Gaming Revenue
(Note 3.4. Revenue recognition)
(Separate and Consolidated Financial
Statements)
As at 31 December 2023, Gross Gaming
Revenue amounted to €2.09 bn for the Group
and €1.39 bn for the Company.
The Group and the Company operate in a
regulated environment and have a variety of
gaming revenue streams across its operations.
The Group gaming revenue processes are
highly dependent on complex and
interconnected Information Technology (IT)
systems (managed either in house and/ or by
third party service providers) for calculating,
processing and recording of a significant daily
volume of gaming revenue related transactions
using complex and specialised revenue
recognition criteria.
In addition, the accuracy and completeness of
the revenue amounts recognized are highly
dependent on IT controls and the effective
operation of automated processes and controls
(i.e. calculations, reconciliations) implemented
and operated by the Group and its service
providers. Manual entries are also posted in
revenue accounts if differences are identified in
the reconciliation process between the gaming
revenue transactions, as derived from service
providers, and the journal entries automatically
posted during the established daily data flow.
We focused on this area due to the nature,
complexity and the extensive use of the (IT)
systems and the opportunity for a manual entry
to be posted relevant to recognition of gaming
revenue.
We assessed the Group’s IT systems by
evaluating the design and testing the operating
effectiveness of the Group’s IT controls in
relation to the IT systems supporting significant
revenue streams. This included IT controls
related to user access, program development
and change management and IT operations for
key layers of underlying infrastructure (i.e.
application, operating system, database) for the
IT systems in scope of our audit.
We tested the system generated information (i.e.
data and reports), and other relevant IT
dependent or automated controls (i.e. interfaces,
calculations, reconciliations).
We evaluated the design and tested the
operating effectiveness of relevant gaming
revenue business process controls.
Additionally, we performed substantive
procedures over the recording for all revenue
streams, as well as substantive testing over
manual journal entries related to revenues.
Where in scope IT systems and/or related
processes and controls are managed by external
service providers, we obtained and evaluated
the respective assurance reports issued by the
auditors of the service providers and tested
relevant complementary controls, where
applicable.
Our procedures concluded that revenue
recognition for the Group’s revenue streams is
consistent with the Group’s accounting policies
and relevant standards. Based on our work, we
noted no significant issues regarding the
accuracy of revenue reported for the year.
The disclosures in the financial statements are
adequate and consistent with the requirements
of relevant accounting standards.
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Impairment assessment of Intangible assets and
Goodwill
(Note 2.2 Important accounting decisions,
estimations and assumptions, 3.15 Impairment of
non-financial assets, Note 6 Intangible assets and
Note 10 Goodwill)
(Separate and Consolidated Financial
Statements)
As at 31 December 2023, intangible assets
amount to €930.5 mln for the Group and €674.6
mln for the Company and are presented at cost
less accumulated depreciation and any
accumulated impairment losses . Management
assesses annually, whether there are impairment
indicators for intangible assets in order to proceed
to impairment tests.
At 31 December 2023, goodwill amounts to €
342.69 mln and is measured at cost less any
accumulated impairment losses. Goodwill is
tested annually for impairment.
The Group proceeded with an impairment
assessment of the recoverable amount of
intangible assets for separately identifiable cash
generating units (“CGUs”). Based on the
indicators that the carrying amount exceeds the
recoverable amount, an impairment assessment
has been performed for the following cash
generating units (“CGUs”): operations of legacy
games, instant and passive lotteries, horse races
and video lottery terminals (“VLTs”).
For goodwill impairment test purposes, an
assessment has been performed on the goodwill
arising on the following four CGUs: Stoiximan
Ltd, Neurosoft SA, OPAP Sports Ltd and Tora
Direct Single Member S.A.
In the year ended 31 December 2023, an
impairment charge was recognized with respect to
the intangible assets relating to the operations of
instant and passive lotteries of €6.3 mln.
We evaluated management’s overall
impairment testing process, including the
process for identifying indicators for
impairment, preparation of impairment testing
models as well as their review and approval.
Our evaluation covered the design of controls
over the process.
The significant assumptions assessed per
case included the revenue growth rates
including the perpetuity growth rate for the
Goodwill impairment model, EBITDA margins
(on NGR) and discount rates.
We discussed extensively with management,
the suitability of the impairment model and
reasonableness of the significant assumptions
and, with the support of our valuation
specialists, we performed the following
procedures:
● Compared the significant assumptions to
external market/trends and industry data
and assumptions made in the prior year.
● Tested the mathematical accuracy of the
cash flow models and agreeing relevant
data to approved business plans.
● Assessed the reliability of management’s
forecast through a review of actual
performance against previous forecasts.
● Assessed the sensitivity of impairment
tests to changes in significant assumptions
● Evaluated the appropriateness of the
impairment models used by management
and the appropriateness of the discount
rates utilised.
From the aforementioned audit procedures, we
found that management's assumptions and
estimates are within a reasonable range.
In addition, we have confirmed the
appropriateness of the relevant disclosures in
the financial statements with the requirements
of relevant accounting standards.
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Management determines the recoverable amount
of each cash-generating unit as the greater of its
value in use and its fair value less costs to
sell.The calculations for the impairment tests on
intangible assets and goodwill use cash flow
projections based on financial budgets approved
by management covering the period of the
respective concession agreements or the
terminal value cash flows.
This is a key audit matter for our audit given that
management, in determining the recoverable
amount exercised judgment and made certain
assumptions in estimating the future cash flows,
(e.g. expectations on market development, and
discount rates applied to future cash flow
forecasts). Details of the assumptions used are
included in Note 6 “Intangible assets” and in Note
10 “Goodwill”.
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Impairment assessment of investments in
subsidiaries
(Note 2.2 Important accounting decisions
estimations and assumptions and Note 11
Investment in subsidiaries)
(Separate Financial Statements)
As at 31 December 2023 the Company had
investments in subsidiaries of € 446.4mln. These
investments are accounted for at cost adjusted for
accumulated impairment losses. They are tested
for impairment when indications exist that their
carrying value may not be recoverable.
The recoverable amount of the investments in
subsidiaries is determined on value in use
calculations, which requires the use of
assumptions. The calculations use cash flow
projections based on financial budgets approved
by management covering a period of five years
and the terminal value cash flows.
For impairment test purposes, an assessment has
been performed on the investments arising on the
following cash generating units (“CGUs”):
Stoiximan Ltd, Neurosoft S.A, OPAP Sports Ltd
Tora Direct Single Member S.A, Tora Wallet
Single Member S.A, Hellenic Lotteries S.A and
Horse Races Single Member S.A.
This is a key audit matter for our audit given that
management, in determining the recoverable
amount exercised judgment in calculating the
future cash flows, (e.g. expectations on market
development, and discount rates applied to future
cash flow forecast.)
We evaluated management’s overall
impairment testing process, including the
process for identifying indicators for
impairment, preparation of impairment testing
models as well as their review and approval.
Our evaluation covered the design of controls
over the process.
The significant assumptions assessed per
case included the revenue growth rates
including the perpetuity growth rate, EBITDA
margins (on NGR) and discount rates.
We discussed extensively with management,
the suitability of the impairment model and
reasonableness of the significant assumptions
and, with the support of our valuation
specialists, we performed the following
procedures:
● Compared the significant assumptions to
external market/trends and industry data
and assumptions made in the prior year.
● Tested the mathematical accuracy of the
cash flow models and agreed relevant
data to approved business plans.
● Assessed the reliability of management’s
forecast through a review of actual
performance against previous forecasts.
● Assessed the sensitivity of impairment
tests to changes in significant assumptions
● Evaluated the appropriateness of the
impairment models used by management
and the appropriateness of the discount
rates utilised.
From the aforementioned audit procedures, we
found that management's assumptions and
estimates are within a reasonable range.
In addition, we have confirmed the
appropriateness of the relevant disclosures in
the financial statements with the requirements
of relevant accounting standards.
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Other Information
The members of the Board of Directors are responsible for the Other Information. The Other
Information, which is included in the Annual Report in accordance with Law 3556/2007, is the
Statements of Board of Directors members and the Board of Directors Report (but does not include
the financial statements and our auditor’s report thereon), which we obtained prior to the date of this
auditor’s report.
Our opinion on the separate and consolidated financial statements does not cover the Other
Information and except to the extent otherwise explicitly stated in this section of our Report, we do not
express an audit opinion or other form of assurance thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is
to read the Other Information identified above and, in doing so, consider whether the Other
Information is materially inconsistent with the separate and consolidated financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated.
We considered whether the Board of Directors Report includes the disclosures required by Law
4548/2018 and the Corporate Governance Statement required by article 152 of Law 4548/2018 has
been prepared.
Based on the work undertaken in the course of our audit, in our opinion:
● The information given in the Board of Directors’ Report for the year ended at 31 December 2023 is
consistent with the separate and consolidated financial statements,
● The Board of Directors’ Report has been prepared in accordance with the legal requirements of
articles 150,151,153 and 154 of Law 4548/2018,
● The Corporate Governance Statement provides the information referred to items (c) and (d) of
paragraph 1 of article 152 of Law 4548/2018.
In addition, in light of the knowledge and understanding of the Company and Group and their
environment obtained in the course of the audit, we are required to report if we have identified material
misstatements in the Board of Directors’ Report and Other Information that we obtained prior to the
date of this auditor’s report. We have nothing to report in this respect.
Responsibilities of Board of Directors and those charged with governance for the separate and
consolidated financial statements
The Board of Directors is responsible for the preparation and fair presentation of the separate and
consolidated financial statements in accordance with International Financial Reporting Standards, as
adopted by the European Union and comply with the requirements of Law 4548/2018, and for such
internal control as the Board of Directors determines is necessary to enable the preparation of
separate and consolidated financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the separate and consolidated financial statements, the Board of Directors is responsible
for assessing the Company’s and Group’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
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Board of Directors either intends to liquidate the Company and Group or to cease operations, or has
no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s and Group’s financial
reporting process.
Auditor’s responsibilities for the audit of the separate and consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the separate and consolidated
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 separate and consolidated 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 separate and consolidated 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 and Group’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 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 and Group’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 separate and
consolidated 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 and Group to cease to continue
as a going concern.
● Evaluate the overall presentation, structure and content of the separate and consolidated
financial statements, including the disclosures, and whether the separate and consolidated
financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
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● Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the Company
and Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance 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.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the separate and consolidated financial statements of the
year under audit and are therefore the key audit matters. We describe these matters in our auditor’s
report.
Report on other legal and regulatory requirements
1. Additional Report to the Audit Committee
Our opinion on the accompanying separate and consolidated financial statements is consistent with
our, as per article 11 of Regulation (EU) 537/2014 required, Additional Report to the Audit Committee
of the Company.
2. Appointment
We were first appointed as auditors of the Company by the decision of the annual general meeting of
shareholders on 22 May 2019. Our appointment has been renewed annually by the decision of the
annual general meeting of shareholders for a total uninterrupted period of appointment of 5 years.
3. Operating Regulation
"The Company has an Operating Regulation in accordance with the content provided by the provisions
of article 14 of Law 4706/2020".
4. Assurance Report on the European Single Electronic Format
We have examined the digital files of ORGANIZATION OF FOOTBALL PROGNOSTICS S.A.
(hereinafter referred to as the “Company and Group”), which were compiled in accordance with the
European Single Electronic Format (ESEF) defined by the Commission Delegated Regulation (EU)
2019/815, as amended by Regulation (EU) 2020/1989 (hereinafter “ESEF Regulation”), and which
include the separate and consolidated financial statements of the Company and the Group for the year
ended 31 December 2023, in XHTML format “213800M4NRGFJCI34834-2023-12-31-en.zip”, as well
as the provided XBRL file “213800M4NRGFJCI34834-2023-12-31-en.zip” with the appropriate
marking up, on the aforementioned consolidated financial statements, including the other explanatory
information (Notes to the financial statements).
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Regulatory framework
The digital files of the European Single Electronic Format are compiled in accordance with ESEF
Regulation and 2020 / C 379/01 Interpretative Communication of the European Commission of 10
November 2020, as provided by Law 3556/2007 and the relevant announcements of the Hellenic
Capital Market Commission and the Athens Stock Exchange (hereinafter “ESEF Regulatory
Framework”).
In summary, this Framework includes the following requirements:
• All annual financial reports should be prepared in XHTML format.
• For consolidated financial statements in accordance with International Financial Reporting
Standards, the financial information stated in the Statement of Comprehensive Income, the
Statement of Financial Position, the Statement of Changes in Equity and the Statement of Cash
Flows, as well as the financial information included in the other explanatory information, should be
marked-up with XBRL 'tags' and ‘block tag’, according to the ESEF Taxonomy, as in force. The
technical specifications for ESEF, including the relevant classification, are set out in the ESEF
Regulatory Technical Standards.
The requirements set out in the current ESEF Regulatory Framework are suitable criteria for
formulating a reasonable assurance conclusion.
Responsibilities of the management and those charged with governance
Management is responsible for the preparation and submission of the separate and consolidated
financial statements of the Company and the Group, for the year ended 31 December 2023, in
accordance with the requirements set by the ESEF Regulatory Framework, as well as for those
internal controls that management determines as necessary, to enable the compilation of digital files
free of material error due to either fraud or error.
Auditor’s responsibilities
Our responsibility is to plan and carry out this assurance work, in accordance with no. 214/4 /
11.02.2022 Decision of the Board of Directors of the Hellenic Accounting and Auditing Standards
Oversight Board (HAASOB) and the "Guidelines in relation to the work and the assurance report of the
Certified Public Accountants on the European Single Electronic Format (ESEF) of issuers with
securities listed on a regulated market in Greece" as issued by the Board of Certified Auditors on
14/02/2022 (hereinafter "ESEF Guidelines"), providing reasonable assurance that the separate and
consolidated financial statements of the Company and the Group prepared by the management in
accordance with ESEF comply in all material respects with the current ESEF Regulatory Framework.
Our work was carried out in accordance with the Code of Ethics for Professional Accountants of the
International Ethics Standard Board for Accountants (IESBA Code), which has been transposed into
Greek Law and in addition we have fulfilled the ethical responsibilities of independence, according to
Law 4449/2017 and the Regulation (EU) 537/2014.
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The assurance work we conducted is limited to the procedures provided by the ESEF Guidelines and
was carried out in accordance with International Standard on Assurance Engagements 3000,
“Assurance Engagements other than Audits or Reviews of Historical Financial Information''.
Reasonable assurance is a high level of assurance, but it is not a guarantee that this work will always
detect a material misstatement regarding non-compliance with the requirements of the ESEF
Regulation.
Conclusion
Based on the procedures performed and the evidence obtained, we conclude that the separate and
consolidated financial statements of the Company and the Group for the year ended 31 December
2023, in XHTML file format “213800M4NRGFJCI34834-2023-12-31-en.zip”, as well as the provided
“XBRL file 213800M4NRGFJCI34834-2023-12-31-en.zip” with the appropriate marking up, on the
aforementioned consolidated financial statements, including the other explanatory information, have
been prepared, in all material respects, in accordance with the requirements of the ESEF Regulatory
Framework.
Athens, 13 March 2024
PricewaterhouseCoopers S.A.
Certified Auditors – Accountants
260, Kifissias Avenue
152 32 Halandri
SOEL Reg. 113
The Certified Accountant Auditor
Socrates Leptos - Bourgi
SOEL Reg. No 41541
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This page has been left blank intentionally.
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[Strictly Confidential]
1. Statement of Financial Position
Amounts in thousands of euro
GROUP
COMPANY
Notes
31.12.2023
31.12.2022
31.12.2023
31.12.2022
ASSETS
Non - current assets
Intangible assets
6
674,583
736,190
Property, plant and equipment
7
44,183
54,581
Right-of-use assets
8
21,218
18,342
Investment properties
9
1,356
3,007
Goodwill
10
-
-
Investments in subsidiaries
11
446,412
575,412
Trade receivables
15
3,093
748
Other non - current assets
12
57,776
66,016
Deferred tax assets
13
-
-
Long – term investments
17
-
-
Total non - current assets
1,248,621
1,454,296
Current assets
Inventories
14
2,496
2,879
Trade receivables
15
50,668
57,924
Current income tax assets
13
-
-
Other current assets
16
43,864
35,757
Short – term investments
17
-
-
Cash and cash equivalents
17
149,953
247,796
Total current assets
246,981
344,356
Total Assets
1,495,603
1,798,652
EQUITY & LIABILITIES
Equity
Share capital
18
111,019
109,003
Share premium
18
105,482
165,148
Reserves
19
37,006
36,334
Treasury shares
20
(43,145 )
(12,851 )
(43,145)
(12,851)
Retained earnings
335,070
420,891
Equity attributable to owners of the
Company
545,432
718,525
Non-controlling interests
21
-
-
Total equity
21
545,432
718,525
Non-current liabilities
Borrowings
22
586,454
466,565
Lease liabilities
8
16,762
13,959
Deferred tax liability
13
44,724
41,916
Employee benefit plans
23
3,374
2,670
Other non-current liabilities
24
-
-
Total non-current liabilities
24
651,314
525,112
Current liabilities
Borrowings
22
61,804
311,533
Lease liabilities
8
5,658
5,604
Trade payables
25
87,695
84,329
Employee benefit plans
23
1,501
3,464
Provisions
26
12,244
10,820
Current income tax liabilities
13
59,984
77,648
Other current liabilities
27
69,971
61,617
Total current liabilities
27
298,856
555,015
Total liabilities
950,171
1,080,127
Total Equity & Liabilities
1,495,603
1,798,652
The attached notes on pages 139 to 236 form an integral part of Financial Statements.
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
2. Income Statement
Amounts in thousands of euro
GROUP
COMPANY
Notes
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
Revenue (GGR)
1,394,006
1,333,210
GGR contribution and other levies and
duties
29
(651,937 )
(605,597 )
(425,167)
(405,277)
Net gaming revenue (NGR)
968,838
927,933
Agents' commissions
30
(407,337 )
(382,993 )
(343,538)
(322,236)
Other direct costs
31
(176,090 )
(151,605 )
(81,968)
(73,522)
Revenue from non-gaming activities
32
49,398
48,113
Income related to the extension of the
concession of the exclusive right 2020-
2030
33
232,577
230,153
Cost of sales related to non-gaming
activities
34
(64,896 )
(71,654 )
(402)
(183)
Share of profit/(loss) of associates
-
-
Payroll expenses
35
(91,791 )
(84,503 )
(70,181)
(67,930)
Marketing expenses
36
(123,356 )
(111,700 )
(51,988)
(50,133)
Other operating expenses
37
(198,130 )
(167,543 )
(122,148)
(92,850)
Net impairment losses on financial assets
44
(344 )
(1,364 )
(163)
(991)
Profit before interest, tax, depreciation
and amortisation (EBITDA)
580,425
598,354
Profit from disposal of associate
-
-
Depreciation and amortisation
6,7,8,9
(133,555 )
(133,716 )
(104,741)
(103,317)
Impairment of intangible assets
6
(6,274 )
(20,219 )
-
-
Results from operating activities
475,684
495,037
Finance income
38
15,208
474
Finance costs
38
(41,250 )
(40,986 )
(25,058)
(36,399)
Dividend income
39
182,500
7,000
Profit before income tax
648,334
466,112
Income tax expense
40
(155,956 )
(127,215 )
(111,231)
(102,468)
Profit for the period
537,104
363,644
Profit is attributable to:
Owners of the Company
537,104
363,644
Non-controlling interests
21
-
-
Profit after tax
537,104
363,644
Basic and diluted earnings per share in €
41
1.4728
1.0259
The attached notes on pages 139 to 236 form an integral part of Financial Statements.
OPAP S.A. Annual Financial Report 2023
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135
[Strictly Confidential]
3. Statement of Comprehensive Income
Amounts in thousands of euro
GROUP
COMPANY
Notes
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
Profit for the period
537,104
363,644
Other comprehensive income - items that will not be reclassified to the Income Statement
Actuarial gains/(losses)
23
40
11
Related tax
13,40
(14 )
(4 )
(9)
(2)
Total items that will not be
reclassified to the Income
Statement
31
8
Other comprehensive income - items that are or may be reclassified subsequently to the Income
Statement
Gain from valuation of hedging
derivatives
-
1,453
Related tax
13,40
(341 )
-
(341)
Exchange differences on
translation of foreign operations
-
-
Total items that may be
reclassified to the Income
Statement
-
1,112
Other comprehensive loss for the
period, net of tax
31
1,120
Total comprehensive income for
the period
537,135
364,764
Total comprehensive income is
attributable to:
Owners of the Company
537,135
364,764
Non-controlling interests
21
-
-
Total comprehensive income, net
of tax
537,135
364,764
The attached notes on pages 139 to 236 form an integral part of Financial Statements.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
136
[Strictly Confidential]
4. Statement of Changes in Equity
4.1. Consolidated Statement of Changes in Equity
Amounts in thousands of euro
Attributable to owners of the Company
Share
capital
Share
premium
Reserves
Treasury
shares
Retained
earnings
Total
Non-controlling
interests
Total equity
Balance at 1 January 2022
(14,497 )
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Transactions with owners of the Company
Share capital increase (Note 18)
Share capital increase expenses
(2,204 )
(2,204 )
(55 )
(2,259 )
Statutory reserve (Note 19)
(1,049 )
Reserves of subsidiaries
(1,278 )
Capitalization of share premium (Note 18)
(317,571 )
Share capital return to the shareholders (Note 18 & 20)
(317,571 )
(315,924 )
(315,924 )
Dividends provided for or paid (Notes 21 & 28)
(283,048 )
(283,048 )
(9,508 )
(292,557 )
Total transactions with owners of the Company
(181,080 )
(230 )
(285,023 )
(461,541 )
(9,564 )
(471,104 )
Balance at 31 December 2022
(12,851 )
Balance at 1 January 2023
(12,851 )
Profit for the year
Other comprehensive income for year
Total comprehensive income for the year
Transactions with owners of the Company
Share capital increase (Note 18)
Share capital increase expenses
(994 )
(994 )
(994 )
Statutory reserve (Note 19)
(672 )
Acquisition of treasury shares (Note 20)
(31,118 )
(31,118 )
(31,118 )
Other movements following the KGL de-merger
(261 )
(261 )
Capitalization of share premium (Note 18)
(163,504 )
Share capital return to the shareholders (Note 18 & 20)
(163,504 )
(162,681 )
(162,681 )
Dividends provided for or paid (Notes 21 & 28)
(621,292 )
(621,292 )
(9,304 )
(630,595 )
Total transactions with owners of the Company
(59,666 )
(30,294 )
(623,219 )
(710,490 )
(4,368 )
(714,859 )
Balance at 31 December 2023
(43,145 )
The attached notes on pages 139 to 236 form an integral part of Financial Statements.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
4.2. Separate Statement of Changes in Equity
Amounts in thousands of euro
Share capital
Share premium
Reserves
Treasury shares
Retained
earnings
Total equity
Balance at 1 January 2022
105,857
346,228
34,174
(14,497)
343,260
815,022
Profit for the year
-
-
-
-
363,644
363,644
Other comprehensive income
-
-
1,112
-
8
1,120
Total comprehensive income for the year
-
-
1,112
-
363,652
364,764
Share capital increase (Note 18)
3,146
136,490
-
-
-
139,636
Share capital increase expenses
-
-
-
-
(1,924)
(1,924)
Statutory reserve (Note 19)
-
-
1,049
-
(1,049)
-
Capitalization of share premium (Note 18)
317,571
(317,571)
-
-
-
-
Share capital return to the shareholders (Note 18 & 20)
(317,571)
-
-
1,647
-
(315,924)
Dividends provided for or paid (Note 28)
-
-
-
-
(283,048)
(283,048)
Balance at 31 December 2022
109,003
165,148
36,334
(12,851)
420,891
718,525
Balance at 1 January 2023
109,003
165,148
36,334
(12,851)
420,891
718,525
Profit for the year
-
-
-
-
537,104
537,104
Other comprehensive income for year
-
-
-
-
31
31
Total comprehensive income for the year
-
-
-
-
537,135
537,135
Share capital increase (Note 18)
2,016
103,838
-
-
-
105,854
Share capital increase expenses
-
-
-
-
(993)
(993)
Statutory reserve (Note 19)
-
-
672
-
(672)
-
Acquisition of treasury shares (Note 20)
-
-
-
(31,118)
-
(31,118)
Capitalization of share premium (Note 18)
163,504
(163,504)
-
-
-
-
Share capital return to the shareholders (Note 18 & 20)
(163,504)
-
-
823
-
(162,681)
Dividends provided for or paid (Note 28)
-
-
-
-
(621,292)
(621,292)
Balance at 31 December 2023
111,019
105,482
37,006
(43,145)
335,070
545,432
The attached notes on pages 139 to 236 form an integral part of Financial Statements.
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
5. Cash Flow Statement
GROUP
COMPANY
Amounts in thousands of euro
Notes
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
OPERATING ACTIVITIES
Profit before income tax
648,334
466,112
Adjustments for:
Depreciation & amortisation
6,7,8,9
104,741
103,317
Net finance costs
38
9,850
35,925
Employee benefit plans
1,807
2,286
Loss allowance for trade receivables
15
128
826
Derecognition of Markopoulo Park
8,32
(12,988 )
-
-
Write-off of trade receivables
44
36
165
Other provisions
1,261
1,303
Impairment losses on intangible assets
6
-
-
Dividend income
39
(182,500)
(7,000)
Gain from disposal of associate
(181,373 )
-
-
Share of profit of associate
(14,788 )
-
-
(Profit) / loss from sale of intangible assets, PPE and investment property
296
45
Rent concessions
(26 )
(1 )
(26)
(10)
Derecognition of grant related to capital expenditure of Markopoulo Park
(415 )
-
-
Total
583,926
602,968
Changes in Working capital
(Increase) / decrease in inventories
(870 )
383
(190)
(Increase) / decrease in receivables
(5,430 )
(14,995 )
16,813
(11,577)
Increase / (decrease) in payables (except banks)
(12,341 )
9,363
26,390
Total
610,485
617,591
Interest paid
(24,196 )
(26,764 )
(21,780)
(24,670)
Income taxes paid
(151,343 )
(80,351 )
(125,295)
(72,640)
Net cash inflow from operating activities
463,410
520,281
INVESTING ACTIVITIES
Proceeds from sale of intangible assets, PPE and investment property
1,506
38
Payment for acquisition of subsidiary
27
(14,063 )
(106,444 )
-
-
Repayment of loans by related & other third parties
1,983
1,433
Repayment of loans by subsidiaries
42
8,420
7,700
Proceeds from sale of subsidiary/associate
16
-
-
Share capital increase of subsidiaries
-
(150,000)
Share capital return from subsidiaries
11
129,000
-
Loans granted to related & other third parties
(636 )
(93,904 )
(636)
(717)
Loans granted to subsidiaries
42
(8,000)
(11,900)
Purchase of intangible assets
6
(25,134 )
(18,179 )
(23,050)
(16,384)
Purchase of property, plant and equipment
7,8
(4,536 )
(4,620 )
(3,918)
(3,785)
Dividends received
39
177,500
9,000
Interest received
4,721
199
Net change in long term & short-term investments
(472 )
(1 )
-
-
Net cash inflow/(outflow) from investing activities
(53,235 )
287,526
(164,415)
FINANCING ACTIVITIES
Proceeds from borrowings
22
250,001
-
Repayment of borrowings
22
(380,092 )
(262,293 )
(380,000)
(250,001)
Transaction costs related to borrowings
(1,500 )
(1,500)
-
Proceeds from share capital increase of subsidiary from NCI
-
-
Share capital increase expenses
(994 )
(1,980 )
(993)
(1,924)
Payment of lease liabilities
8
(10,932 )
(9,714 )
(6,588)
(6,236)
Share capital return to the shareholders
(163,374 )
(317,571 )
(163,374)
(317,571)
Dividends paid to Company's shareholders
(515,207 )
(141,427 )
(515,207)
(141,427)
Dividends paid to non-controlling interests in subsidiaries
21
(9,304 )
(9,508 )
-
-
Acquisition of treasury shares
20
(31,118 )
(31,118)
-
Net cash outflow from financing activities
(857,323 )
(742,493 )
(848,779)
(717,158)
Net increase/(decrease) in cash and cash equivalents
(237,099 )
(135,928 )
(97,843)
(361,292)
Cash and cash equivalents at the beginning of the period
247,796
609,088
Cash and cash equivalents at the end of the period
149,953
247,796
The attached notes on pages 139 to 236 form an integral part of Financial Statements.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
139
[Strictly Confidential]
Notes on the Financial Statements
1. Information about the Company and the Group
1.1. General information
OPAP S.A. (the “Company” or “OPAP”) was established as a private legal entity in 1958. It was reorganized
as a société anonyme in 1999 domiciled in Greece and its accounting as such began in 2000. OPAP’s
registered office and principal place of business is 112 Athinon Avenue, 104 42 Athens , Greece . OPAP’s
shares are listed in the Athens Stock Exchange.
The ultimate controlling party of OPAP S.A. is the VALEA FOUNDATION , while since October 2016 the OPAP
Group is fully consolidated by Allwyn International a.s. (previously under the name of SAZKA Group a.s.) ,
as at 31.12.2023 holds 50.18% (31.12.2022: 49.84%) interest in OPAP which is deemed to be a controlling
interest since the remaining shares are traded “free float” on the Athens Stock Exchange.
The Group, beyond the parent Company, includes the companies which OPAP S.A. controls directly or
indirectly (refer to Note 4).
The Financial Statements for the year that ended on 31.12.2023 were approved by the Board of Directors
on 12.03.2024 and are subject to approval by the Shareholders’ General Assembly Meeting.
1.2. Nature of operations
On 13.10.2000, the Company acquired from the Hellenic Republic the 20-year exclusive right to conduct,
manage, organise and operate by any appropriate means or measures provided by modern technology
certain numerical lottery and sports betting games (and any variations of these games) and for which the
Company paid € 322,817 th.. The Company also acquired the exclusive right to operate and manage any
new sports betting games in Greece as well as a right of first refusal to operate any new games permitted
by Law. The number of games was progressively increased over time and includes at present 13 games. The
Company's exclusive right was subsequently extended by a period of 10 years, i.e., until 12.10.2030.
Therefore, the Company currently holds the exclusive right to conduct, manage, organise and operate by
The above numerical lotteries and sports betting games are also operated in Cyprus through the Company’s
subsidiaries, OPAP CYPRUS LTD and OPAP SPORTS LTD, respectively.
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OPAP CYPRUS LTD
OPAP CYPRUS LTD is governed by Law 34 (III)/2003 that ratifies the agreement between the Greek Republic
and the Government of the Republic of Cyprus, for the terms of organization, operation, conduct and
management of games conducted by OPAP S.A. as well as the "Taxation of profits from games of OPAP S.A.
and by the State Lottery Act of 2012". However, according to a new law 52(Ι)/2018, the 2003 BA will be
terminated upon the entry into force of a new Concession Agreement to be signed with OPAP CYPRUS LTD.
The Law 52(Ι)/2018 entitled “The Law on Specific Games of Chance of 2018” was published in the
Government Gazette on 13.06.2018. According to said Law, the Coordinating Committee carried out due
diligence and recommended OPAP CYPRUS LTD as the suitable operator. On 06.11.2019 the Council of
Ministers validated OPAP CYPRUS LTD as the suitable operator to be granted with an exclusive licence to
operate and offer specific games of chance, in particular games falling into one of the following categories:
(a) numeric lotteries, which refer to correctly predicting random numbers which are chosen by a draw using
a gaming system; and (b) games based on correctly predicting a combination of the results of sports events
with variable odds.
The Codes of Practice of OPAP CYPRUS LTD have been approved by the National Betting Authority.
Following the approval of all Codes of Practice, the Coordinating Committee, by virtue of its letter dated
20.07.2021, sent to OPAP CYPRUS LTD, according to the provision of art. 5(c) Law 52(I), a draft contract
(Concession Agreement) to be concluded by the parties.
In March 2022, following intensive and constructive negotiations between the Coordinating Committee and
OPAP CYPRUS LTD, the Coordinating Committee sent to OPAP CYPRUS LTD the final draft of the Concession
Agreement and invited OPAP CYPRUS LTD to confirm the acceptance of its terms. On 21.03.2022 OPAP
CYPRUS LTD approved the proposed Concession Agreement. In May 2023 the European Commission sent
to the Ministry of Finance a comfort letter about the draft Concession Agreement. In July 2023 the Codes
of Practice of OPAP CYPRUS LTD were re-submitted to the National Betting Authority for its approval. The
National Betting Authority has approved the Codes of Practice. It is noted that following the signing and
entry into force of the Concession Agreement, the 2003 BA shall be terminated.
OPAP CYPRUS LTD does not expect any substantial change in its operations under the new Concession
Agreement.
OPAP SPORTS LTD
OPAP SPORTS LTD is a holder of a Class “A” and Class “B” licences from the National Betting Authority of
Cyprus and its principal activity is to operate in the field of fixed odds betting through its authorised
representatives of Class A recipients and through electronic (online) activities.
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VLTs Licence
In November 2011, according to the Ar. 39 of Law 4002/2011, OPAP S.A was granted permission to install
and operate 35,000 Video Lottery Terminals (“VLT machines”) within the Greek territory. The duration of
the licence was set at 10 years and the total price paid by OPAP S.A. amounted to € 560,000 th..
The first VLT machine commenced its commercial operation in January 2017.
In November 2017, according to an amendment of the above law published in Government Gazette issue
number 176, the number of VLT machines was limited to 25,000, while the duration of the licence was
extended from 10 to 18 years starting from the commencement of the commercial operation of the first
VLT machine.
HELLENIC LOTTERIES S.A.
HELLENIC LOTTERIES S.A., in July 2013, acquired the 12-year exclusive right to produce, operate, circulate
and manage the state lotteries games (National, Popular, New Year’s Eve, European) and the Instant lottery
game (Scratch) in Greece for a consideration of € 190,000 th.. According to the Concession Agreement
HELLENIC LOTTERIES S.A. should pay to the State a contribution of 30% on the Gross Gaming Revenue (GGR)
on an annual basis generated from the Greek State Lotteries (with the exception of the New Year’s Lottery);
however such amount is not to be less than € 30,000 th. in the first year of operation and € 50,000 th. per
year for each of the following 11 years (for a total of € 580,000 th. for the duration of the Lottery
Concession).
HORSE RACES SINGLE MEMBER S.A.
HORSE RACES SINGLE MEMBER S.A was established on 22.12.2014. Its purpose of business is the exercise
of the 20-year exclusive right to organize and conduct mutual horseracing betting in Greece as well as to
provide mutual betting on foreign horse races, according to the terms and conditions of the 24.04.2015
Concession Agreement with the Hellenic Republic Asset Development Fund (“HRDF”), the general legislative
and regulatory framework, as well as the general regulatory framework. The total cost of the
aforementioned exclusive right amounted to € 40,501 th..
On 30.01.2024, HORSE RACES SINGLE MEMBER S.A., after having informed all parties involved, proceeded
to the cessation of the organization and conduct of Greek horse races, following its release, pursuant to
article 3.1 (ix) of the 24.04.2015 Concession Agreement, from the relevant obligation. Additionally, it
exercised its contractual right to terminate the 24.04.2015 Lease Agreement for the Markopoulo
Racecourse. It is noted that the activity of HORSE RACES SINGLE MEMBER S.A. in relation to the provision
of mutual betting on foreign horse races is not affected by the above developments and continues normally,
under the 24.04.2015 Concession Agreement, which the company strictly adheres to.
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STOIXIMAN LTD
STOIXIMAN LTD provides online betting and online casino games and poker services.
Since 18.11.2020, OPAP Group holds a 84.49% effective combined stake (direct & indirect) of STOIXIMAN
LTD’s share capital.
Online betting and Online Casino Games & Poker
During May 2021, both OPAP S.A. and STOIXIMAN LTD were granted a Type 1 Licence regarding Online
Betting and a Type 2 Licence regarding Other Online Games and Poker under which both companies went
live during August 2021.The acquisition cost of the Type 1 Licence amounted to € 3.000 th. and of the Type
2 Licence amounted to € 2.000, while the duration of each licence is for a period of seven (7) years with a
renewal option.
Additionally, STOIXIMAN LTD on 31.01.2021 was granted a Class “B” licence from the National Betting
Authority of Cyprus to provide electronic (online) betting services.
Other Group Operations
TORA DIRECT SINGLE MEMBER S.A.
TORA DIRECT SINGLE MEMBER S.A. provides transaction services via electronic means, intangible talk time
selling services as well as bill payments services.
Since 24.08.2015, OPAP Group holds the 100% of TORA DIRECT SINGLE MEMBER S.A. share capital.
TORA WALLET SINGLE MEMBER S.A.
TORA WALLET SINGLE MEMBER S.A. was established on 01.09.2016 by a wholly owned subsidiary of OPAP
S.A. and its principal activity is the provision of electronic money services and payment services. The
licencing procedure was completed on 12.02.2018 and this development marks the official commencement
of its activities.
NEUROSOFT S.A.
NEUROSOFT S.A. is a software company specializing in the design, production, adaptation and maintenance
of integrated information systems and is listed on the over-the-counter (“OTC”) market at the Milan Stock
Exchange.
Since 02.08.2017, OPAP Group holds the 67.72% of NEUROSOFT S.A. share capital.
Distribution Network
OPAP Group activities are offered through a wide online and land-based sales’ network. Within Greece,
there are 11,966 points of sale, out of which 366 relate to PLAY Gaming Halls, for the distribution of OPAP
S.A., HELLENIC LOTTERIES S.A. and HORSE RACES SINGLE MEMBER S.A. products. Scratch tickets and passive
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lotteries (products of HELLENIC LOTTERIES S.A.), apart from agents, are also distributed through street
vendors, mini-markets and wholesalers. In Cyprus, there are 203 shops, consisting of OPAP CYPRUS LTD and
OPAP SPORTS LTD shops.
Three-Member Supervisory Committee of OPAP S.A. (art. 28 par.3Α, L.4002/2011)
The Three member Supervisory Committee of OPAP S.A., which is provided for by Article 28 par.3A of Law
4002/2011, is established by decision of the Hellenic Gaming Committee (‘HGC’), for a 3-year term. One of
its members is among HGC’s appointed members and the other two members are selected in accordance
with the conditions, requirements and procedures provided for in the Regulation on the Conduct and
Control of Games. Pursuant to the Law, the Three-member Supervisory Committee has the right to attend
OPAP’s board meetings, supervises and ensures OPAP’s and its agents’ compliance with the applicable
legislation and with OPAP’s contractual obligations towards the Greek State. The Three member
Supervisory Committee specifically monitors the Company to ensure: compliance with the terms of the
legislative framework that regulates the exclusive rights of OPAP S.A. in the gaming market, the General
Gaming Regulation of the Organization, Operation and Conduct of Games of Chance of OPAP S.A. and HGC’s
relevant regulative decisions as well as with the terms of the Concession Agreement dated 15.12.2000 for
the exclusive right to conduct, manage, organise and operate the games specified therein, as in force, and
of the Agreement dated 04.11.2011 for the installation and operation of VLT gaming machines, as in force,
consumers’ protection against addiction and crime related to games of chance, the protection of minors
and other vulnerable groups, the reliability of the games and the payment to players of their winnings, the
protection of personal data and the payment of the taxes and contributions due to the Greek State. OPAP’s
Board of Directors and any persons duly authorized, prior to the adoption of any decision, make available
to the Three member Supervisory Committee, upon relevant request, any draft recommendations,
decisions or other documents relevant to the Committee’s responsibilities. OPAP S.A. is obliged to refrain
from adopting any decision for which the Three member Supervisory Committee has raised a reasoned
objection. The Three member Supervisory Committee informs without delay HGC of any breach of OPAP’s
contractual obligations towards the Greek State or of applicable laws. The HGC is competent to decide over
any dispute between OPAP S.A. and the Three Member Supervisory Committee.
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2. Basis of preparation
The separate and consolidated Financial Statements of the Company for the year ended on 31 December
2023 have been prepared in accordance with International Financial Reporting Standards (”IFRS”) issued by
the International Accounting Standards Board (“IASB”) as adopted by the European Union and the
Interpretations developed by the IFRS Interpretations Committee (“IFRIC Interpretations”) and are effective
as of 1 January 2023.
The separate and consolidated Financial Statements have been prepared on a going concern basis, using
the historical cost convention, as modified by the revaluation of financial assets and liabilities (including
derivative instruments) at fair value through profit or loss. The use of the going concern basis takes into
consideration the Group’s current and forecasted financing position.
The preparation of the Financial Statements, in conformity with the IFRS, requires the use of certain critical
accounting estimates. It also requires management to exercise its judgment in the process of applying the
accounting policies. The areas involving a higher degree of judgment or complexity, or areas where
assumptions and estimates are significant to the Financial Statements are disclosed in Note 2.2 “Important
accounting estimates and judgements”.
All amounts presented in the Financial Statements are in thousands of euro unless otherwise stated.
Any differences between the amounts included in the Financial Statements and the respective amounts
included in the notes are attributed to roundings.
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2.1. New Standards, amendments to standards and interpretations
Certain new standards, amendments to standards and interpretations have been issued that are mandatory
for periods beginning on or after 1 January 2023. The Group’s evaluation of the effect of these new
standards, amendments to standards and interpretations is as follows:
Standards and Interpretations effective for the current financial year
IFRS 17 ‘Insurance contracts’ and Amendments to IFRS 17 (effective for annual periods beginning on or
after 1 January 2023)
IFRS 17 has been issued in May 2017 and, along with the Amendments to IFRS 17 issued in June 2020,
supersedes IFRS 4. IFRS 17 establishes principles for the recognition, measurement, presentation and
disclosure of insurance contracts within the scope of the Standard and its objective is to ensure that an
entity provides relevant information that faithfully represents those contracts. The new standard solves the
comparison problems created by IFRS 4 by requiring all insurance contracts to be accounted for in a
consistent manner. Insurance obligations will be accounted for using current values instead of historical
cost.
IAS 1 (Amendments) ‘Presentation of Financial Statements’ and IFRS Practice Statement 2 ‘Disclosure of
Accounting policies’ (effective for annual periods beginning on or after 1 January 2023)
The amendments require companies to disclose their material accounting policy information and provide
guidance on how to apply the concept of materiality to accounting policy disclosures.
IAS 8 (Amendments) ‘Accounting policies, Changes in Accounting Estimates and Errors: Definition of
Accounting Estimates’ (effective for annual periods beginning on or after 1 January 2023)
The amendments clarify how companies should distinguish changes in accounting policies from changes in
accounting estimates.
IΑS 12 (Amendments) ‘Deferred tax related to Assets and Liabilities arising from a Single Transaction’
(effective for annual periods beginning on or after 1 January 2023)
The amendments require companies to recognise deferred tax on transactions that, on initial recognition,
give rise to equal amounts of taxable and deductible temporary differences. This will typically apply to
transactions such as leases for the lessee and decommissioning obligations.
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IFRS 17 (Amendment) ‘Initial Application of IFRS 17 and IFRS 9 – Comparative Information’ (effective for
annual periods beginning on or after 1 January 2023)
The amendment is a transition option relating to comparative information about financial assets presented
on initial application of IFRS 17. The amendment is aimed at helping entities to avoid temporary accounting
mismatches between financial assets and insurance contract liabilities, and therefore improve the
usefulness of comparative information for users of financial statements.
IAS 12 ‘Income taxes’ (Amendments): International Tax Reform – Pillar Two Model Rules (effective for
annual periods beginning on or after 1 January 2023)
The amendments introduce a mandatory temporary exception from accounting for deferred taxes arising
from the Organisation for Economic Co-operation and Development’s (OECD) international tax reform. The
amendments also introduce targeted disclosure requirements.
The temporary exception applies immediately and retrospectively in accordance with IAS 8, whereas the
targeted disclosure requirements will be applicable for annual reporting periods beginning on or after 1
January 2023.
With the exception of IΑS 12 (Amendments) ‘Deferred tax related to Assets and Liabilities arising from a
Single Transaction’, the amendments listed above did not have any impact on the separate and
consolidated financial statements of the Company.
Until 31.12.2022, the Group and the Company recognised deferred tax assets on the difference between
the carrying amounts of right-of-use assets and lease liabilities. Following the Amendment to IAS 12
‘Deferred tax related to Assets and Liabilities arising from a Single Transaction’, deferred tax assets and
deferred tax liabilities were recognised for the temporary differences associated with right-of-use assets
and lease liabilities at the beginning of the earlier comparative period (01.01.2022). The adoption of this
amendment did not have any impact on the separate and consolidated financial statements.
Standards and Interpretations effective for subsequent periods
IAS 1 ‘Presentation of Financial Statements’ (Amendments) (effective for annual periods beginning on or
after 1 January 2024)
• 2020 Amendment ‘Classification of liabilities as current or non-current’
The amendment clarifies that liabilities are classified as either current or non-current depending
on the rights that exist at the end of the reporting period. Classification is unaffected by the
expectations of the entity or events after the reporting date. The amendment also clarifies what
IAS 1 means when it refers to the ‘settlement’ of a liability.
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• 2022 Amendments ‘Non-current liabilities with covenants’
The new amendments clarify that if the right to defer settlement is subject to the entity complying
with specified conditions (covenants), this amendment will only apply to conditions that exist when
compliance is measured on or before the reporting date. Additionally, the amendments aim to
improve the information an entity provides when its right to defer settlement of a liability is subject
to compliance with covenants within twelve months after the reporting period.
The 2022 amendments changed the effective date of the 2020 amendments. As a result, the 2020
and 2022 amendments are effective for annual reporting periods beginning on or after 1 January
2024 and should be applied retrospectively in accordance with IAS 8. As a result of aligning the
effective dates, the 2022 amendments override the 2020 amendments when they both become
effective in 2024.
IFRS 16 (Amendment) ‘Lease Liability in a Sale and Leaseback’ (effective for annual periods beginning on
or after 1 January 2024)
The amendment clarifies how an entity accounts for a sale and leaseback after the date of the transaction.
Sale and leaseback transactions where some or all the lease payments are variable lease payments that do
not depend on an index or rate are most likely to be impacted. An entity applies the requirements
retrospectively back to sale and leaseback transactions that were entered into after the date when the
entity initially applied IFRS 16.
IAS 7 ‘Statement of Cash Flows’ and IFRS 7 ‘Financial Instruments’ (Amendments) - Disclosures: Supplier
Finance Arrangements (effective for annual periods beginning on or after 1 January 2024)
The amendments require companies to disclose information about their Supplier Finance Arrangements
such as terms and conditions, carrying amount of financial liabilities that are part of such arrangements,
ranges of payment due dates and liquidity risk information. The amendments have not yet been endorsed
by the EU.
IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’ (Amendments) - Lack of exchangeability
(effective for annual periods beginning on or after 1 January 2025)
These amendments require companies to apply a consistent approach in assessing whether a currency can
be exchanged into another currency and, when it cannot, in determining the exchange rate to use and the
disclosures to provide. The amendments have not yet been endorsed by the EU.
The adoption of the amendments above are not expected to have a material impact on the separate or
consolidated Financial Statements.
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2.2. Important accounting estimates and judgements
The preparation of the Financial Statements requires the use of accounting estimates and judgements.
Although these estimates and judgements are based on Management's best knowledge of current events
and actions, as well as historical experience, actual events may ultimately differ from those estimates.
Estimates and judgments are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the circumstances.
The effect of a change in an accounting estimate or judgement shall be recognized prospectively. Certain
amounts included in or affecting the Financial Statements and related disclosure must be estimated,
requiring management to make assumptions with respect to values or conditions which cannot be known
with certainty at the time the Financial Statements are prepared. A ‘‘critical accounting estimate’’ is one
which is both important to the portrayal of the Group’s financial condition and results and requires
management’s most difficult, subjective or complex judgments, often as a result of the need to make
estimates about the effect of matters that are inherently uncertain. The Group evaluates such estimates
and assumptions on an ongoing basis, based upon historical results and experience, consultation with
experts, trends and other methods considered reasonable in the particular circumstances, as well as
forecasts as to how these might change in the future.
In the process of applying the Group’s accounting policies, judgments and estimates made by the
Management that have the most significant effect on the amounts recognized in the Financial Statements
are presented below:
Recoverability of trade receivables
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which use a lifetime
expected loss allowance for all trade receivables. Management examines at each period of Financial
Statements preparation the recoverability of the amounts included in trade receivables using historical
trends, statistical information, future expectations, in combination with external information such as
creditability databases, lawyers consultation etc.. The credit control department also interacts with
Management in order to provide a more precise estimation since the latter has the past experience and the
daily interaction with the debtors. More detailed information on trade receivables treatment is available at
Note 3.17.
Impairment testing relating to goodwill and other intangible assets
The impairment test is a complex process requiring significant management judgment and is based on key
assumptions about future profitability and cash flows and selecting the appropriate discount and long-term
growth rates. The subjectivity involved in the key assumptions used by Management in the impairment
review and the inherent uncertainty of those assumptions is high. The accounting treatment of goodwill
and intangible assets is described in more detail in Notes 3.14 and 3.11.
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Income taxes
Income tax expense consists of current and deferred tax.
Current tax includes tax estimates calculated from the taxable income or loss for the current period using
tax rates applicable as at the balance sheet date, as well as any adjustments to the current tax relating to
prior years.
Estimates on deferred tax arise in the process of recognition of deferred tax assets which is performed to
the extent that is probable that future taxable profit will be available against which the deductible
temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized. In
addition, the tax rates used for both deferred tax assets and liabilities are the ones that are estimated to be
enacted in the following years where the differences are expected to reverse. Additional information is
provided in Note 3.21.
Provisions
Provisions require a reliable estimation from Management since they are reported in the Statement of
Financial Position if the Company has a current legal or non-contractual obligation arising from an event
that occurred in the past and if the performance of such an obligation is likely to require sacrifice of
economic benefits and the relevant amount can be reliably estimated. In addition, provisions are reported
as current liabilities at the current value of the expected amount. Note 3.22 provides a more detailed
description of the accounting treatment of provisions.
Contingencies
The Management assesses at each reporting date any contingencies arising from legal disputes and
estimates its outcome. Another factor of potential future negative impact is the open tax years and the
possible additional taxes or fines. Furthermore, new laws and regulations are examined and their potential
impact in the performance of the Group is assessed. All of the aforementioned actions require a great input
of judgement and estimate by Management. The recognised contingencies as at 31.12.2023 are analysed
at Note 43 and the accounting policy at Note 3.22.
Useful life of depreciated assets
The Group estimates the useful life of depreciated assets including, Property Plant and Equipment,
Intangible assets, Right-of Use assets and assets arising as a result of business combinations. At least
annually, Management reassesses these estimates by taking into account updated conditions. Further
details are provided in Notes 3.11, 3.12, 3.13 and 3.15.
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Impairment of investments in subsidiaries
The Company performs impairment tests in order to estimate the investments’ recoverable amount. The
impairment test is a complex process requiring significant management judgment and is based on key
assumptions about future profitability and cash flows, taking into account the environment in which the
Company’s investments operate which is effected from the regulatory framework, selecting appropriate
discount and long-term growth rates. The subjectivity involved in the key assumptions used by
management in the impairment review and the inherent uncertainty of those assumptions is high.
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3. Summary of accounting policies
This note provides a list of material accounting policies adopted in the preparation of these separate and
consolidated Financial Statements. These policies have been consistently applied to all the years presented,
unless otherwise stated.
3.1. Basis of consolidation and investments in associates
The consolidated Financial Statements comprise the Financial Statements of the Company and its
subsidiaries.
Business Combinations
The Group uses the full acquisition method of accounting to account for business combinations. The
consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the
liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the
fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition related
costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed
in a business combination are measured initially at their fair values at the acquisition date. Any non-
controlling interest in the acquiree is recognised at fair value or at the non-controlling interest’s
proportionate share of the acquiree’s net assets. The Group elects to recognise any non-controlling interest
in the acquiree at the non-controlling interest’s proportionate share of the acquiree’s net assets.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s
previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains
or losses arising from such re-measurement are recognised in the Income Statement. Any contingent
consideration to be transferred by the Group is recognised at fair value at the acquisition date.
Subsequent changes to the fair value of the contingent consideration that is deemed to be a liability is
recognised in the Income Statement. Contingent consideration that is classified as equity is not re-
measured, and its subsequent settlement is accounted for within equity.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred,
the amount recognised for non-controlling interest and the fair value of any other participation previously
held in the subsidiary acquired over the net identifiable assets acquired and liabilities assumed. If the fair
value of the net assets acquired is in excess of the aggregate consideration transferred, the amount
recognised for non-controlling interest and the fair value of any other participation previously held in the
subsidiary acquired, the respective gain is recognised in the Income Statement. After initial recognition,
goodwill is measured at cost less any accumulated impairment losses.
Non-controlling interest reflects the portion of profit or loss and net assets attributable to equity interests
that are not owned by the Group. The Group handles transactions with non-controlling interests in the
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same way that it handles transactions with the shareholders of the Group. Regarding purchases made by
non-controlling interests, the difference between the consideration transferred and the carrying amount
of the acquired share of the subsidiary's equity is recognised in equity. Profits or losses arising from sales
to non-controlling interests are also recognised in equity. If the loss of a subsidiary, that concerns non-
controlling interests, exceeds the non-controlling interests in the equity of the subsidiary, the excess sum
is shared out in the shareholders of parent company apart from the sum for which the non-controlling has
an obligation and it is capable of making up for the loss.
Subsidiaries
Subsidiaries are all entities over which the Group has control. Control exists when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and has ability to affect those returns
through its power over the entity.
The financial information of subsidiaries is included in the consolidated Financial Statements from the date
that control commences until the date that control ceases.
In the Company’s separate Financial Statements, investments in subsidiaries are accounted for at cost less
impairment, if any.
All subsidiaries of the Group have as balance date the 31st December.
Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary,
including the carrying amount of related goodwill, and any related NCI and other components of equity. All
amounts recognised in other comprehensive income are accounted on the same basis as would be required
if the parent had directly disposed of the related assets or liabilities. Any resulting gain or loss is recognised
in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.
Associates
Associates are those entities in which the Group has significant influence upon, but not control over their
financial and operating strategy, generally accompanying a shareholding of between 20% and 50% of the
voting rights. Investments in associates in which the Group has significant influence are accounted for using
the equity method of accounting. Under this method the investment is initially recognised at cost, and is
adjusted to recognise the investor’s share of the profit or loss after the date of acquisition. The Group’s
investment in associates includes goodwill identified on acquisition.
The Group’s share of post-acquisition profit or loss is recognised in the Income Statement and its share of
post-acquisition movements in other comprehensive income is recognised in other comprehensive income.
The accumulated variations after the acquisition affect the carrying amount of investments in associates
(reduced by any impairment losses).
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Unrealized gains from transactions between the Group and associates are eliminated using the percentage
of the Group's participation in associates. Unrealised losses incurred are eliminated unless the transaction
provides evidence of impairment of the transferred asset.
Dividends received from associates are identified by decreasing the carrying value of the investment. When
the Group’s share of losses exceeds the carrying amount of the investment, the carrying value of the
investment is reduced to nil and recognition of further losses is discontinued, except to the extent the
Group has created obligations or has made payments on behalf of the associate.
The Company recognises investments in associates at its separate Financial Statements at acquisition cost
minus impairment.
Transactions between companies under common control
Transactions between companies under common control are excluded from the scope of IFRS 3. Therefore,
the Group implementing the guidance of IAS 8 Accounting policies, changes in accounting estimates and
errors for similar cases accounts for such transactions using the predecessor approach without restatement
of the previous period financial statements. Under this approach, the acquired assets and liabilities are
recorded at their existing carrying values without revaluation at their fair values, no goodwill is recognised
and the difference between the acquirer’s cost of investment and the acquiree’s net assets is recognised
directly in equity in retained earnings or in a separate reserve. The Group elects to recognise the difference
in retained earnings.
Transactions eliminated on consolidation
Intra-group transactions, balances and unrealised gains/losses on transactions between group companies
are eliminated in the consolidated financial statements.
3.2. Foreign currency translation
OPAP’s consolidated Financial Statements are presented in euro (€), which is also the functional currency
of the parent company and the currency of presentation for the Company and all its subsidiaries.
Transactions in foreign currencies are translated into euro using the exchange rates prevailing at the dates
of the transactions (spot exchange rate).
Foreign exchange gains and losses arising from the settlement of such transactions during the period and
from the conversion of monetary items that are denominated in foreign currency at the exchange rates
prevailing at the balance sheet date, are recognised in the Income Statement, either as financial income or
as financial expenses, unless recognised in equity, designated as cash flow hedge or net investment hedge.
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3.3. Operating segments
Segment information is presented in Note 5 based on the internal management reports and information
provided to the chief operating decision makers, as required by IFRS 8. An operating segment represents a
separate category of games or other services offered by the Group entities. Information for operating
segments that do not constitute reportable segments is combined and disclosed in the “Other” category.
3.4. Revenue recognition
Revenue is presented net of value-added tax and returns.
Revenue from gaming activities
Gaming revenue is reported as the difference between amounts wagered and payout to the winners and
net of incentives to the players and is presented as Gross Gaming Revenue (“GGR”) in the Income
statement.
Amounts wagered do not represent the Group’s and the Company’s statutory revenue measure. They
comprise the amounts received from the players or that are receivable by the end of the year in respect of
all games apart from VLTs and CASINO-type games. Amounts wagered that refer to events (games or draws)
of future accounting periods are considered as deferred revenue classified under “Trade payables” in the
Statement of Financial Position.
Payout to the winners is recognised on the date that the draw or the event occurred. Payout (winning)
claims at the end of each reporting period are classified as “Trade payables” in the Statement of Financial
Position while the unclaimed winnings are attributed to the State when the relevant legal claim period
expires.
• Lottery games: This category refers to draw based games and there are two types, with fixed prizes
and Pari mutuel (Jackpot games). For Fixed prizes, the payout is a fixed amount while, for Pari
mutuel a payout pool is created. In case of no winner in the current draw (Jackpot), the prize is
rolled into the next draw and at the end of each reporting period the Group recognises a relevant
payout provision which is included in “Trade payables”. In this category LOTTO, PROTO, TZOKER,
KINO, SUPER 3, EXTRA 5 and POWERSPIN are included.
Revenue is recognised in the period when the draws take place, net of the obligations to pay the
player winnings on future draws.
• Betting games: This category refers to bets from players mainly on sports events, real or virtual.
When players bet on the outcome of an event (fixed odds games), the payout is fixed but when
they play against other players (Pari mutuel) a payout pool is created. The betting games offered
by the Group are STOIXIMAN sportsbook, PAME STOIHIMA (including virtual games and horse races
betting), PROPO, PROPOGOAL and CASINO-type games.
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For betting games other than CASINO-type games, revenue is recognised in the period when the
bet event occurs, net of the obligation to pay the player winnings on future events. For CASINO-
type games revenue is recognised as the net result of players’ session.
• Instant lotteries: this category refers to SCRATCH cards which are operated by HELLENIC LOTTERIES
S.A.. Revenue represents the amounts wagered less the winners’ payout. The winners’ payout is
adjusted to the level stated in the Concession Agreement and the specifications of each SCRATCH
card type with a corresponding payout provision recognised in “Trade payables” in the Statement
of Financial Position.
• Passive lotteries: There are two types of passive lotteries, the NATIONAL (without Jackpot) and the
POPULAR (with Jackpot), both operated by HELLENIC LOTTERIES S.A. In case of no winner in the
current draw (Jackpot) of the POPULAR lottery, the prize is rolled into the next draw. At the end of
each reporting period the Group recognises a relevant payout provision which is included in “Trade
payables” in the Statement of Financial Position.
Revenue is recognised in the period when the draws take place, net of the obligation to pay the
player winnings on future draws.
• VLTs: Revenue is defined as the sum of all players’ sessions within a period. A player’s session
begins when the player inserts the card in the machine and ends when the card is taken out.
Revenue is recognised at the net amount (receipts less winnings) of each player’s session.
Revenue from non-gaming activities
Revenue from non-gaming activities mainly includes:
• New Year’s Eve Lottery commission (or Special State Social Solidarity Lottery): New Year’s Eve
Lottery is issued once a year and the draw is held on New Year’s Eve. Net revenues from this Lottery
are attributed to the Greek State. HELLENIC LOTTERIES S.A. according to the Concession Agreement
produces, operates, distributes, promotes, manages it and receives a 17% management fee on
amounts wagered.
• Income from TORA DIRECT SINGLE MEMBER S.A. relating to prepaid cards, mobile top-ups and
bill payments:
(a) Principal for the sale of electronic codes to end users: In this category of contracts TORA
DIRECT SINGLE MEMBER S.A. acquires the ownership of the electronic codes and assumes
the risk of inventory. The income is recognised when the business partners sell the specific
codes to end users.
(b) Agent for the sale of electronic codes to end users: In this category of contracts TORA
DIRECT SINGLE MEMBER S.A. does not acquire the ownership of the electronic codes and
is considered to be acting as a representative of the suppliers. The revenue recognised in
this category is the commissions received by the suppliers.
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(c) Bill payments TORA DIRECT SINGLE MEMBER S.A. acts as an intermediary for the service
of bill payments through its network of business partners for which it receives a
commission by the end users. The Company recognises the revenue of the commission
upon payment of the bill.
• Income from TORA WALLET SINGLE MEMBER S.A. relating to payment services and electronic
payment solutions (acquiring services):
Revenue is recognised during the period in which the services are provided, based on the stage
of its completion. Besides the payment services provided to consumers, TORA WALLET SINGLE
MEMBER S.A. also provides B2B payment methods to OPAP Group companies. The revenue
from these services relates to commissions received regarding the completion of each
transaction/service offered either to third parties or to Group.
• Revenue from IT and other services: Revenue is recognised when the performance obligation is
satisfied by transferring goods or services to the customer.
3.5 GGR contribution and other levies and duties
GGR contribution and other levies and duties comprises obligations of the Group (defined in the legislation
of the relevant country or the relevant Concession agreement) that are calculated as a percentage of the
recognised GGR in the period.
3.6 Agents’ commissions
Agents’ commissions are commissions accrued to agents for their services. They are calculated either as a
portion of amounts wagered or as a percentage of Net gaming revenue (“NGR”).
NGR is an alternative performance measure used in the gaming industry and is calculated as GGR less GGR
contribution and other levies and duties.
3.7. OPAP S.A. Licence Extension 2020-2030
On 15.12.2000, OPAP S.A. signed an agreement with Hellenic Republic Asset Development Fund (HRADF)
which provided to OPAP S.A. the exclusive right to conduct, manage, organize and operate by any means
various numerical lottery and sports betting games. This agreement had an expiration date of 13.10.2020.
On 12.12.2011, OPAP S.A. signed an Addendum with HRADF extending the expiration date of the agreement
from 13.10.2020 to 13.10.2030.
The 12.12.2011 Addendum with HRADF set also the GGR Contribution to be at 30%. Additionally, based on
the agreement, 80% of the consideration paid of € 1,831,200 (calculated at future value) is considered a
prepayment of the OPAP S.A. contribution for the GGR that will be generated during the Addendum’s period
i.e. 2020-2030.
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The aforementioned 30% GGR contribution in the Income Statement, is classified under ‘GGR contribution
and other levies and duties’ category and consists of:
• A ‘‘Variable consideration’’ of 5% which is payable to the State on a monthly basis
• An ‘‘Additional consideration’’ calculated on an accrual basis which, depending on the performance
of the Company, may be either expense or income and will be settled a few months following the
termination of the Addendum, i.e. in April 2031
• The portion of the ‘‘Prepaid contribution’’ of € 1,831,200 adjusted for any corporate tax impact.
From 13.10.2020 the Group accounts for the effects of the agreement in the following way:
• “Intangible asset” of € 375,000 which is amortized over the 10-year period
• “Income related to the extension of the concession of the exclusive right 2020-2030” of € 1,831,200
adjusted for any corporate tax impact is recognised on an accrual basis over the 10-year period
• “Other non-current assets” or “Other non-current liabilities” representing the present value of the
“additional consideration” while the effect of the discounting is incorporated in “Finance
income/(cost)”
3.8. Finance income and Finance costs
Finance income and finance costs are recognised applying the effective interest method that is the rate that
discounts estimated future cash payments or receipts through the expected life of the financial instrument
or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability.
Finance income mainly comprises interest income on bank deposits and loans receivable, unwinding of
discount of non-current assets and discounting of non-current liabilities.
Finance costs comprise interest expense on borrowings and leases, unwinding of discount of non-current
liabilities, discounting of non-current assets, default interest on overdue amounts and other finance costs.
3.9. Dividend income
Dividend income is recognised in the Income Statement at the date of distribution approval by the Annual
General Meeting of shareholders of the dividend paying entity.
3.10. Expenses
Expenses are recognised in the Income Statement on an accrual basis.
3.11. Intangible assets
Intangible assets include concession rights (“Rights of games”), brand and customer relationships, software,
development costs and intangible assets not yet available for use.
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Concession rights (“Right of games”)
The exclusive rights granted by the Hellenic Republic to Group companies are carried at historical cost less
accumulated amortisation and impairment losses, if any (Refer to Note 3.15, for the impairment test
procedures). The Concession rights are amortized over the respective Concession period.
Extensions to existing exclusive rights and new licences of new video lotteries on an exclusive basis, are
treated as separate assets and are amortized over the period of each licence extension on a straight line
basis.
The useful life of the exclusive right to operate numerical and sports betting games according to the
respective concession agreement is defined to 20 years and its extension to 10, video lotteries to 18 years,
lotteries to 12 years, horse racing betting games to 20 years and online betting to 7 years.
Brand and Customer relationships
The Group capitalises brand and customer relationships upon the acquisition of companies which are party
to such contracts or hold such brands and trademarks. The initial carrying value of these intangible assets
is determined based on expert’s appraisal prepared at the time of the acquisition. After initial recognition,
the assets are carried at their cost less any accumulated amortization and any accumulated impairment
losses.
Brands’ useful life is indefinite on the basis of their market strength and generation of future stable cash
inflows and is annually tested for impairment. The brand is well established in the market and has
substantial market share. The Group continues to invest in brand awareness and brand recognition and
expects to use the brands for the foreseeable future. The assessment of indefinite life is reviewed annually
to determine whether the indefinite life assumption continues to be appropriate (refer to Note 3.15).
Customer relationships’ useful life is finite and is amortized on a straight line basis over a period determined
by the management (7-20 years). An impairment test is performed on customer relationships at least on an
annual basis in line with its relevant policy (refer to Note 3.15).
Software
Software licences are carried at historical cost less accumulated amortisation and impairment losses, if any.
Depreciation is calculated using the straight line method during the assets’ useful life that range from 1 to
4 years.
Development costs
Development projects differ from other intangible assets in terms of scientific and technical uncertainty.
Expenditure on research activities, which are incurred in order to gain knowledge that can lead to future
economic benefits are recognised as expenses in the period in which they are incurred and no intangible
asset arising from research (or the research phase of an internal project) shall be recognised.
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An intangible asset that arises as a result of development (or the development phase of an internal project)
is recognised as an asset only when all of the following are met:
• Technical feasibility of completing an intangible asset is such that it can be used or sold;
• Intention to complete and use or sell the intangible asset;
• Ability to use or sell the intangible asset;
• Ability to demonstrate how the intangible asset will generate future economic benefits;
• Adequate technical, financial and other resources to complete the development and to use or sell
the intangible asset;
• Ability to measure expenses related to an intangible asset during its development reliably.
The amount of the initial recognition of an internally generated intangible asset includes the total
expenditure incurred since the intangible asset first met the recognition criteria above. If no internally
generated intangible asset can be recognised, development expenditure is recognised in the Income
Statement in the period in which it is incurred.
Intangible assets not yet available for use
Intangible assets not yet available for use are assets that are in the process of development, are carried at
cost and are not amortised, as they are not yet available for use. Cost mainly includes cost of payroll.
3.12. Property, plant and equipment
Property, Plant and Equipment is carried at historical cost less accumulated depreciation and impairment
losses, if any. Historical cost includes all the directly attributable expenses for the acquisition of the assets.
Subsequent expenditure is added to the carrying value of property, plant and equipment or is booked as a
separate fixed asset only if it is probable that future economic benefits will flow to the Group and their cost
can be accurately and reliably measured.
Upon sale of property, plant and equipment, any difference between the proceeds and the book value is
presented as profit or loss in the Income Statement. Expenditure on repairs and maintenance is presented
as an expense in the period they occur.
Property, plant and equipment is depreciated on a straight-line basis (other than land which is not
depreciated) over their useful life, as follows:
Land
-
Buildings
10-20 years
Plant & Machinery
3-9 years
Vehicles
6.5 years
Furniture and other equipment
3-10 years
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The residual values and useful economic life of property, plant and equipment are subject to reassessment
at each reporting date. When there are objective indications that the book value of property, plant and
equipment exceeds their recoverable amount, the difference (impairment) is immediately presented as an
expense in the Income Statement.
Assets up to a value of € 1.5 are amortized during the year.
3.13. Investment property
Investment property is held for long-term rental yields and is not occupied by the group. Investment
property is carried at cost less accumulated depreciation and impairment losses.
Investment property is depreciated on a straight-line basis over a period from 12 to 20 years. For the
calculation of depreciation, their useful life has been defined equal to that of owned occupied property.
Land classified as investment property is not depreciated.
Expenses for the maintenance and repairing of the invested upon property, plant and equipment, are
recognised in the Income Statement.
3.14. Goodwill
Goodwill is measured in accordance with Note 3.1. Goodwill is not depreciated but is subject to impairment
testing on an annual basis or more frequently if events or changes in circumstances indicate possible
impairment. After initial recognition, goodwill is measured at acquisition cost less any cumulative
impairment losses. If part of a cash-generating unit in which goodwill is allocated is sold, then the goodwill
attributable to the portion sold is included in the carrying amount of that portion in order to determine
profit or loss. The value of goodwill attributable to the portion sold is determined based on the relative
values of the portion sold and the portion of the cash-generating unit that remains unsold.
Each unit or group of units to which the goodwill is allocated shall:
(a) Represent the lowest level within the entity at which the goodwill is monitored for internal management
purposes; and
(b) Not be larger than an operating segment as defined by paragraph 5 of IFRS 8 “Operating Segments”
before aggregation.
3.15. Impairment of non-financial assets
Goodwill, assets with an indefinite useful life and intangible assets that have not yet come in force are not
subject to amortisation and are tested annually for impairment, or more frequently if events or changes in
circumstances indicate that they might be impaired. Other assets are tested for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the carrying amount of these assets (cash generating
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unit – “CGU”) exceeds its recoverable amount. The recoverable amount of an asset is the higher of its fair
value less costs of disposal and its value in use. Fair value less costs of disposal is the amount received from
the sale of an asset at an arm’s length transaction in which participating parties have full knowledge and
participate voluntarily, after deducting any additional direct cost for the sale of the asset, while value in use
is the present value of estimated future cash flows that are expected to flow into the company from the
use of the asset and from its disposal at the end of its estimated useful life.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows which are largely independent of the cash inflows from other assets or
groups of assets (cash generating units). As a result, some assets are tested individually for impairment and
some are tested at cash generating unit level. For impairment testing at business combinations, the
goodwill that has been recognised is allocated, from the acquisition date, to the cash generating units of
the Group which are expected to benefit from the merger, regardless of whether the other assets or
liabilities of the acquired company are allocated to the specific cash generating units.
An impairment loss is recognised in the Income Statement for the amount by which the asset’s or cash-
generating unit’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher
of fair value, reflecting market conditions less costs of disposal and value in use, based on an internal
discounted cash flow evaluation. For goodwill, the impairment loss is defined by valuating the recoverable
amount of cash generating units which are related to goodwill. If the book value of a cash generating unit,
including goodwill, exceeds its recoverable amount, then impairment loss is recognised.
The impairment loss is initially charged to goodwill and then pro rata to the other assets of the cash
generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that
an impairment loss previously recognised may no longer exist and therefore the recognised impairment is
reversed.
3.16. Leases
The Group as the lessee
A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period
of time in exchange for consideration. For such contracts, the lessee recognises a right of use asset and a
lease liability.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities
include the net present value of the following lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable
• variable lease payment that are based on an index or a rate
• amounts expected to be payable by the lessee under residual value guarantees
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• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option,
and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that
option.
Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily
determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to
pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar
economic environment, with similar terms, security and conditions. Generally, the Group uses its
incremental borrowing rate as the discount rate.
Lease payments to be made under reasonably certain extension options are also included in the
measurement of the liability. In addition, periods covered by an option to terminate the lease held by the
Group are included only if the Group is reasonably certain that these options will not be exercised.
Lease payments are allocated between principal and finance cost. The finance cost is charged to Income
Statement over the lease period so as to produce a constant periodic rate of interest on the remaining
balance of the liability for each period.
Lease liability is remeasured if there is a modification that is not accounted for as a separate lease; when
there is a change in future lease payments arising from a change in an index or rate; a change in the estimate
of the amount expected to be payable under a residual value guarantee; and changes in the assessment of
whether a purchase or extension option is reasonably certain to be exercised or a termination option is
reasonably certain not to be exercised.
Right-of-use assets (“RoU”) are measured at cost comprising the following:
• the amount of the initial measurement of lease liability
• any lease payments made at or before the commencement date less any lease incentives received
• any initial direct costs, and
• restoration costs.
RoU assets are carried at cost less accumulated depreciation and impairment losses, if any, and adjusted
for certain remeasurements of the lease liability. They are depreciated over the shorter of the underlying
asset’s useful life and the lease term on a straight line basis. If the Group is reasonably certain to exercise a
purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life.
Payments associated with short-term leases are recognised on a straight-line basis as an expense in profit
or loss. Short-term leases are leases with a lease term of 12 months or less without a purchase option.
The Group as the lessor
The leases in which the Group does not transfer substantially all the risks and rewards incidental to
ownership of an asset are classified as operating leases. Lease income from operating leases is recognised
in Income Statement as revenue from non-gaming activities on a straight-line basis over the lease term.
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3.17. Financial assets
Financial assets include cash and other financial instruments. A financial instrument is any contract that
gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Classification
The Group classifies its financial assets in the following measurement categories:
• those to be measured at amortised cost,
• those to be measured subsequently at fair value through other comprehensive income (FVOCI),
and
• those to be measured subsequently at fair value through profit or loss (FVPL).
The classification at initial recognition depends on the entity’s business model for managing the financial
assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other
comprehensive income.
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition
of the financial asset.
In order for a financial asset to be classified and measured at amortised cost or fair value through other
comprehensive income, it needs to give rise to cash flows that are “solely payments of principal and interest
(SPPI)” on the principal amount outstanding. This assessment is referred to as the SPPI criterion and is
performed at an instrument level.
Subsequent measurement depends on the Group’s business model for managing the asset and the cash
flow characteristics of the asset. There are three measurement categories:
• Amortised cost (debt instruments): Assets held for collection of contractual cash flows, where
those cash flows on specific dates that are exclusively consisted of repayment of principal and
interest on the outstanding balance of the capital, are measured at amortised cost. Interest income
from these financial assets is calculated using the effective interest method and is recognised in
“Finance income”. Any gain or loss arising on derecognition of the asset is recognised directly in
the Income Statement along with any foreign exchange gains / losses. Impairment losses are
recognised in line “Net impairment losses on financial assets”.
• Fair value through other comprehensive income: Assets that are held for collection of contractual
cash flows and for selling the financial assets, where the assets’ cash flows represent solely
payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are
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taken through OCI, except for the recognition of impairment gains or losses, interest income and
foreign exchange gains and losses, which are recognised in Income Statement. When the financial
asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from
equity to Income Statement. Interest income from these financial assets is included in finance
income using the effective interest rate method. Impairment losses are recognised in line “Net
impairment losses on financial assets”.
• Fair value through profit or loss: Assets that do not meet the criteria for amortised cost or FVOCI
are measured at FVPL.
Impairment
The Group and the Company assess at each reporting date, whether a financial asset or group of financial
assets is impaired as follows:
The Group and the Company recognise an allowance for Expected Credit Losses (“ECLs”) for all debt
instruments carried at amortised cost and FVOCI. ECLs are based on the difference between the contractual
cash flows due in accordance with the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original effective interest rate.
For trade receivables from agents, the Group assesses the credit risk under ECL model per agent. For other
trade receivables, the Group generally uses the provisioning matrix approach. In the provisioning matrix
approach, impairment is calculated as the current amount of receivables in a predetermined Days Past Due
bucket, multiplied by the historical loss rate associated with that time bucket and adjusted for forward-
looking information. Significant receivables are assessed individually using the expected discounted cash
flows method and an expert-based approach.
For all other financial assets, the Group assesses, on a forward-looking basis, the ECL for exposures subject
to its standard ECL model. The measurement of ECL reflects:
(i) an unbiased and probability-weighted amount that is determined by evaluating a range of possible
outcomes;
(ii) the time value of money; and
(iii) all reasonable and supportable information that is available without undue cost and effort at the
end of each reporting period about past events, current conditions and forecasts of future
conditions.
The Group applies a three-stage model for impairment, based on changes in credit quality since initial
recognition. A financial instrument that is not credit-impaired on initial recognition is classified in Stage 1.
Financial assets in Stage 1 have their ECL measured at an amount equal to the portion of lifetime ECL that
results from default events possible within the next 12 months or until contractual maturity, if shorter (“12
Months ECL”). If the Group identifies a significant increase in credit risk (“SICR”) since initial recognition,
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the asset is transferred to Stage 2 and its ECL is measured based on ECL on a lifetime basis, that is, up until
contractual maturity but considering expected prepayments, if any (“Lifetime ECL). If the Group determines
that a financial asset is credit-impaired, the asset is transferred to Stage 3 and its ECL is measured as a
Lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial
recognition and when estimating ECL, the Group considers reasonable and supportable information that is
relevant and available without undue cost or effort. This includes both quantitative and qualitative
information and analysis, based on the Group’s historical experience and informed credit assessment and
including forward-looking information.
Significant increase in credit risk is considered to have occurred if the asset is at least 30 days past due, if
the external rating grade or internal rating grade has decreased by two notches since initial recognition, or
if asset specific qualitative information or forward-looking information that suggest that a significant
increase in credit risk has occurred is available.
The Group considers a financial asset to be in default when:
• the borrower is unlikely to pay its credit obligations to the Group in full, or
• the financial asset is more than 90 days past due.
For purposes of disclosure, the Group has fully aligned the definition of default with the definition of credit
impaired assets. The default definition stated above is applied to all types of financial assets of the Group.
The input parameters into the ECL model calculations are based on two approaches:
• external rating-based approach
• internal rating-based approach.
The external rating-based approach is used for borrowings to and bank deposits with counterparties with
an external credit rating from one of the major rating agencies. The internal rating approach is used for
borrowings to and bank deposits with counterparties without such external credit rating; the credit spread
for the individual ratings are calibrated on regular basis.
The forward-looking information considered by the Group in the Standard ECL model has been derived from
correlation analysis. The information considered is publicly available information about the expected year
to year changes of GDP.
Derecognition
A financial asset (or, a part of a financial asset or part of a group of similar financial assets) is derecognised
when:
• the contractual rights to receive cash flows from the asset expire;
• the Group or the Company transfers the rights to receive the contractual cash flows from the asset
in a transaction and either (a) has transferred substantially all the risks and rewards of the assets,
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or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but
control of the asset is not retained.
Any interest in transferred financial assets that is created or retained by the Group is recognised as a
separate asset or liability.
3.18. Inventories
Inventories are measured at the lower of cost and net realizable value.
Cost is determined using the yearly weighted average cost formula. Net realizable value is the estimated
selling price in the ordinary course of business, less estimated costs of completion and the estimated costs
necessary to make the sale. When there is any subsequent increase of the net realizable value of inventories
that have been previously written-down, the amount of the write-down is reversed.
3.19. Cash and cash equivalents
Cash and cash equivalents includes cash on hand, bank deposits as well as short-term, highly liquid
investments with original maturities of three months or less that are readily convertible to known amounts
of cash and which are subject to an insignificant risk of changes in value. Cash and cash equivalents also
include amounts from electronic payment processors, as Management concluded that the process
completed at the time of purchase includes adequate checks to provide evidence that the amount is readily
convertible to known amount of cash and that there is an insignificant risk of changes in value.
3.20. Equity
Share capital is determined using the nominal value of shares that have been issued. Ordinary shares are
classified as equity.
Any excess of the fair value of the consideration received over the par value of the shares issued is
recognised as share premium in shareholders’ equity. Share capital issuance costs, net of related tax, are
reflected as a deduction from retained earnings.
Treasury shares consist of Company’s own equity shares, which are reacquired and not cancelled. Treasury
shares do not reduce the number of shares issued but reduce the number of shares in circulation. Treasury
shares are recognised at cost as a deduction from equity.
No gain or loss is recognised in the Income Statement on the purchase, sale, issue or cancellation of the
Company’s own share capital. Expenses related to the issuance of shares for the purchase of companies are
included in the acquisition cost of the company acquired.
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3.21. Current and deferred income tax
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the Income
Statement, except to the extent that it relates to items recognised in other comprehensive income or
directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity,
respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting period in the countries where the Group operates and generates taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the
basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided on all temporary differences arising between the carrying amounts of
assets and liabilities for financial reporting purposes and their tax bases. However, deferred taxes are not
recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted
for if it arises from initial recognition of an asset or liability in a transaction other than a business
combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and
does not give rise to equal taxable and deductible temporary differences.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively
enacted by the end of the reporting period and are expected to apply when the related deferred income
tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax
credits and unused tax losses, to the extent that is probable that future taxable amounts will be available
to utilise those temporary differences and tax losses. Deferred tax liabilities are recognised for all taxable
temporary differences.
No deferred taxes are recognised to temporary differences associated with shares in subsidiaries and joint
ventures if reversal of these temporary differences can be controlled by the Group and it is probable that
reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward as
well as other income tax credits to the Group are assessed for recognition as deferred tax assets.
Current and deferred tax is recognised in Income Statement, except to the extent that it relates to items
recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in
other comprehensive income or directly in equity, respectively.
Deferred tax asset is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax
asset to be utilised. The Group’s previously unrecognised deferred tax assets are reassessed at each balance
sheet date to the extent that it has become probable that future taxable profit will allow the deferred tax
asset to be recovered.
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Deferred tax assets and liabilities are offset where the enterprise has a legally enforceable right to offset
current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority.
Current tax assets and liabilities are offset where the entity has a legally enforceable right to offset and
intends either to repay/ settle the net balance or to realise the asset and settle the liability at the same
time.
3.22. Provisions, contingent liabilities and contingent assets
Provisions are recognised when the Group or the Company has a present obligation (legal or constructive)
as a result of past events, it is probable that an outflow of resources will be required to settle the obligation
and the amount can be reliably estimated. Provisions are not recognised for future operating losses.
Where the effect of the time value of money is material, provisions are measured at the present value of
the expenditures expected to be required to settle the obligation. The discount rate used to determine the
present value is a pre-tax rate that reflects current market assessments of the time value of money and the
risks specific to the liability. The increase in the provision due to the passage of time is recognised as finance
cost.
All provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If
it is no longer probable that an outflow of resources embodying economic benefits will be required to settle
the obligation, the provision is reversed.
In those cases where the possible outflow of economic resources as a result of present obligations is
considered improbable or remote, or the amount to be provided for cannot be measured reliably, no
liability is recognised unless assumed in the course of a business combination. Contingent liabilities are not
recognised in the Financial Statements but are disclosed, except if the probability that there will be an
outflow of resources that embody economic benefits is remote.
Contingent assets are not recognised in the Financial Statements but are disclosed provided that the inflow
of economic benefits is probable.
3.23. Financial liabilities
The Group has the following financial liabilities: borrowings, trade and other payables and finance lease
liabilities.
Initial recognition and subsequent measurement
All financial liabilities are recognised initially on the settlement date at fair value plus any directly
attributable transaction costs and subsequently at amortised cost.
The Group classifies as current any part of non-current borrowings that is due within one year after the end
of the reporting period.
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Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the Income Statement.
Offsetting of financial assets and liabilities
Financial assets and liabilities are offset and the net amount is presented in the statement of financial
position only when the Group or the Company has a legally enforceable right to offset the amounts and
intends either to settle such asset and liability on a net basis or to realise the asset and settle the liability
simultaneously. The legally enforceable right must not be contingent on future events and must be
enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the
company or the counterparty.
3.24. Retirement benefits costs
The parent company, its subsidiaries HELLENIC LOTTERIES S.A., TORA DIRECT SINGLE MEMBER S.A., HORSE
RACES SINGLE MEMBER S.A., TORA WALLET SINGLE MEMBER S.A. and NEUROSOFT S.A. in Greece, pay
contributions to employee retirement benefit plans in accordance with the applicable laws and the
practices of the Group. These programs are classified as defined benefit plans and defined contribution
plans.
Defined benefit plans
A defined benefit plan is a benefit plan in which specific benefits become payable to the employee upon
retirement, which are determined by certain parameters such as age, years of service or salary. For a
defined benefit plan, the value of the liability is equal to the present value of the defined benefit payable
at the balance sheet date less the fair value of plan assets and of past services cost. The defined benefit
liability and the related expense is estimated annually by independent actuaries using the projected credit
unit method. The present value of the liability is determined by discounting the estimated future cash flows
to the interest rate of high quality corporate bonds or government bonds in the same currency as the
liability with proportional liability duration, or interest rate that takes into account the risk and duration of
the liability, where the market depth for such bonds is weak. The costs of liability are recognised in income
during the rendering of insured services. The expenses for defined benefit plans, as estimated, are
recognised in the Income Statement and are included in staff costs. Additionally, based on the requirements
of IAS 19 (Amendment) the actuarial profits/(losses) are recognised in the statement of comprehensive
income.
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Defined contribution plans
A defined contribution plan is where the entity pays fixed contributions into a separate entity and no legal
or constructive obligation to pay further contributions if the fund does not have sufficient assets to pay all
employees the benefits relating to employee service in current or prior years. The contributions are
recognised as employee benefit expense on an accrual basis. Prepaid contributions are recognised as an
asset to the extent that a cash refund or a reduction in the future payments is available.
Long-term incentive scheme
The 23rd Ordinary General Meeting of the Company, following a recommendation of the Remuneration
and Nomination Committee and in accordance with article 109 of Law 4548/2018, as in force and the
Company Remuneration Policy, on 27.04.2023, approved a Long term incentive scheme with distribution
of part of the Company’s net profits to Executive Members of the BoD and other Key Management
Personnel of the Company. The program’s duration is 3 years, for the period 2023-2025 and the targets
relate to a. the EBITDA of the Company for the 3 year period, b. the total shareholders’ return (TSR), c. the
GGR of the Company for the 3 year period, and d. specific non-financial measures of the Group sustainability
and ESG metrics for the 3 year period.
The scheme has been accounted for under IAS 19 Employee Benefits.
3.25. Dividends payable
Dividends declared to the shareholders are recognised as a liability in the period they are approved by the
General Assembly of shareholders.
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4. Structure of the Group
The structure of OPAP Group as of 31.12.2023 is the following:
Company’s Name
% of Investment
(Direct)
% of
Investment
(Indirect)
% of
Investment
(Total)
Country of
Incorporation
Consolidation
Method
Principal Activities
OPAP S.A.
Parent company
-
-
-
Numerical lottery
games and sports
betting
HELLENIC
LOTTERIES S.A.
0.00%
83.50%
83.50%
Greece
Full
consolidation
Lotteries
OPAP CYPRUS LTD
100.00%
0.00%
100.00%
Cyprus
Full
consolidation
Numerical lottery
games
OPAP SPORTS LTD
100.00%
0.00%
100.00%
Cyprus
Full
consolidation
Sports betting company
OPAP
INTERNATIONAL
LTD
100.00%
0.00%
100.00%
Cyprus
Full
consolidation
Holding company
OPAP INVESTMENT
LTD
100.00%
0.00%
100.00%
Cyprus
Full
consolidation
Holding company
TORA DIRECT
SINGLE MEMBER
S.A.
0.00%
100.00%
100.00%
Greece
Full
consolidation
Services for electronic
transactions - Mobile
Top-ups - Utility and Bill
Payments
HORSE RACES
SINGLE MEMBER
S.A.
0.00%
100.00%
100.00%
Greece
Full
consolidation
Mutual Betting on
Horse Races
TORA WALLET
SINGLE MEMBER
S.A.
0.00%
100.00%
100.00%
Greece
Full
consolidation
eMoney Institution
NEUROSOFT S.A.
0.00%
67.72%
67.72%
Greece
Full
consolidation
Software
STOIXIMAN LTD
0.00%
84.49%
84.49%
Malta
Full
consolidation
Betting company
STOIXIMAN
HOLDING LTD
0.00%
68.35%
68.35%
Malta
Full
consolidation
Holding company
The country of incorporation of each Group entity indicated above is also the principal place of business of
the respective company, with the exception of STOIXIMAN LTD which operates in Greece and Cyprus.
Additionally, the proportion of ownership interest in each Group entity indicated in the above table is the
same as the proportion of voting rights held, with the exception of STOIXIMAN HOLDING LTD in which the
Group holds a 68.35% economic interest and controls the 69.75% of voting rights.
Pursuant to the terms and conditions set forth in the framework agreement dated 17.04.2020 and as
amended on 22.06.2020 and on 03.09.2020, the KAIZEN GAMING LIMITED (the “KGL”) shareholders agreed
to effectuate the corporate and ownership separation of KGL’s stake in the Stoiximan business (Greek and
Cypriot operations) and in the Betano business (outside Greece and Cyprus) (the “De-Merger”). Pursuant
to the De-Merger, KGL was succeeded by the following two new companies:
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• STOIXIMAN HOLDING LIMITED which retains all of KGL’s assets, rights, interests, liabilities and
obligations relating to the Stoiximan Business (Greek and Cypriot operations). The main asset of
STOIXIMAN HOLDING LIMITED is its 49% participation in STOIXIMAN LTD that was previously held
by KGL.
• KAIZEN GAMING HOLDING LTD which retains all of KGL’s assets, rights, interests, liabilities and
obligations relating to the Betano business (operations outside Greece and Cyprus).
Both above mentioned companies have been registered and commenced operations on 05.03.2023.
Following the De-Merger, OPAP Group’s interests in STOIXIMAN LTD has been restructured with the
introduction of STOIXIMAN HOLDING LIMITED as a new subsidiary of OPAP INVESTMENT LTD, replacing KGL
as the vehicle through which OPAP INVESTMENT LTD held its indirect interest in the Stoiximan Business.
There was no change in OPAP Group’s effective stake in STOIXIMAN LTD following the De-Merger, which
remains at 84.49% and sole control over STOIXIMAN LTD and its online gaming business in Greece and
Cyprus.
On 29.11.2022, the Board of Directors of OPAP INVESTMENT LTD, a 100% subsidiary of the Company,
approved the transfer of the 36.75% minority interest held by OPAP INVESTMENT LTD in the business
activities of KAIZEN GAMING LIMITED outside Greece and Cyprus (the “Betano Business”) to Allwyn
Investments Cyprus Limited, a fully owned indirect subsidiary of Allwyn International a.s.. The disposal date
for the equity method investment in KAIZEN GAMING LIMITED outside Greece and Cyprus (the “Betano
Business”) was agreed with Allwyn Investments Cyprus Limited (formerly Rubidium Holding 2 Ltd) to be
31.12.2022.
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5. Operating segments
The Group identifies the following operating segments that the Management has decided to monitor
separately for decision making purposes, which are also reportable segments:
• Lotteries
• Betting (land based)
• Online betting
• Other online games
• Instant & Passives
• VLTs
• Telecommunication & eMoney services
The Group uses “Profit before interest, tax, depreciation and amortization (EBITDA)” to evaluate the
performance of its operating segments. EBITDA is a non-IFRS measure and it is a subtotal or derived directly
from the lines presented in the Income Statement.
The first 6 business segments (Lotteries, Betting (land based), Online betting, Other online games, Instant
& Passives and VLTs) relate to the gaming activity of the Company and the other Group entities which
operate in the gaming sector. Further relevant details are given in Note 3.3.
The “Telecommunication & eMoney services” segment includes the business activities of TORA WALLET
SINGLE MEMBER S.A. and TORA DIRECT SINGLE MEMBER S.A. (refer to Note 3.3).
The “Other” category, includes the non-gaming activities of OPAP S.A., the business activities of
NEUROSOFT S.A. and the holding companies of the Group. Specifically, the non-gaming activities of OPAP
S.A. refer to the sales of PLAY Gaming Halls to third parties, the configuration of the network for the VLTs
installation and the provision of other supporting services to the network. Finally, the business activity of
NEUROSOFT S.A. refers to the provision of IT services and other technological products.
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The Group’s operating segments for the current period are presented below:
01.01-31.12.2023
(Amounts in thousands of euro)
Lotteries
Betting
(land based)
Online
Betting
Other online
games
Instant &
Passives
VLTs
Telecommunication
& eMoney services
Other
Total
Revenue (GGR)
730,001
390,963
254,541
251,805
115,877
344,522
-
-
2,087,710
GGR contribution and other levies
and duties
(211,466)
(114,697)
(86,159)
(85,917)
(50,000)
(103,698)
-
-
(651,937)
Net gaming revenue (NGR)
518,535
276,266
168,382
165,889
65,877
240,824
-
-
1,435,773
Agents' commission
(183,962)
(104,135)
-
-
(32,303)
(86,937)
-
-
(407,337)
Other direct costs
(6,883)
(14,042)
(32,154)
(64,373)
(8,092)
(50,548)
-
-
(176,090)
Revenue from non-gaming activities
-
13,966
7
-
2,947
-
73,550
33,154
123,622
Income related to the extension of
the concession of the exclusive right
2020-2030
148,550
84,028
-
-
-
-
-
-
232,577
Cost of sales related to non-gaming
activities
-
-
-
-
-
-
(57,067)
(7,829)
(64,896)
Operating expenses (*)
(118,545)
(67,660)
(60,410)
(58,358)
(13,715)
(56,230)
(16,058)
(22,644)
(413,621)
Profit before interest, tax,
depreciation and amortisation
(EBITDA)
357,695
188,423
75,825
43,157
14,714
47,110
425
2,680
730,029
Depreciation and amortisation
(41,574)
(26,935)
(7,014)
(6,952)
(10,289)
(36,478)
(851)
(3,462)
(133,555)
Impairment of intagible assets
-
-
-
-
(6,274)
-
-
-
(6,274)
Results from operating activities
316,121
161,488
68,811
36,206
(1,849)
10,631
(426)
(782)
590,200
(*) The “Operating expenses” line item include the “Payroll expenses”, “Marketing expenses”, the “Other operating expenses” and the “Net impairment losses on
financial assets” as presented in the Consolidated Income Statement.
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The Group’s operating segments for the comparative period are presented below:
01.01-31.12.2022
(Amounts in thousands of euro)
Lotteries
Betting
(land based)
Online
Betting
Other online
games
Instant &
Passives
VLTs
Telecommunication
& eMoney services
Other
Total
Revenue (GGR)
709,457
370,784
232,966
199,510
107,902
318,365
-
-
1,938,985
GGR contribution and other levies
and duties
(203,308)
(109,210)
(79,203)
(67,947)
(50,000)
(95,929)
-
-
(605,597)
Net gaming revenue (NGR)
506,149
261,575
153,763
131,563
57,902
222,436
-
-
1,333,388
Agents' commission
(177,778)
(98,134)
-
-
(30,581)
(76,500)
-
-
(382,993)
Other direct costs
(6,875)
(13,677)
(27,503)
(49,945)
(7,591)
(46,014)
-
-
(151,605)
Revenue from non-gaming activities
-
631
-
-
1,996
-
81,802
44,589
129,017
Income related to the extension of
the concession of the exclusive right
2020-2030
147,316
82,837
-
-
-
-
-
-
230,153
Cost of sales related to non-gaming
activities
-
-
-
-
-
-
(66,030)
(5,623)
(71,654)
Share of profit of associates
-
-
7,237
7,552
-
-
-
-
14,788
Operating expenses (*)
(104,961)
(58,064)
(55,038)
(45,702)
(13,790)
(46,705)
(14,143)
(26,708)
(365,111)
Profit before interest, tax,
depreciation and amortisation
(EBITDA)
363,852
175,169
78,459
43,467
7,936
53,217
1,628
12,258
735,985
Profit from disposal of associate
-
-
88,719
92,580
-
-
-
-
181,298
Depreciation and amortisation
(38,166)
(23,539)
(7,392)
(6,187)
(13,249)
(40,127)
(890)
(4,167)
(133,716)
Impairment of intangible assets
-
-
-
-
(20,219)
-
-
-
(20,219)
Results from operating activities
325,685
151,630
159,786
129,860
(25,532)
13,090
739
8,091
763,348
(*) The “Operating expenses” line item include the “Payroll expenses”, “Marketing expenses”, the “Other operating expenses” and the “Net impairment losses on
financial assets” as presented in the Consolidated Income Statement.
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Geographical Segments
The Group operates in two geographical locations, Greece and Cyprus. Greece and Cyprus are the countries
of incorporation of the Company and of its subsidiaries with the exception of STOIXIMAN LTD and
STOIXIMAN HOLDING LTD, which are incorporated in Malta.
GROUP
For the year ended on 31 December 2023
Greece
Cyprus
Total
Revenue (GGR)
1,947,843
139,867
2,087,710
GGR contribution and other levies and duties
(628,786)
(23,151)
(651,937)
Net gaming revenue (NGR)
1,319,057
116,716
1,435,773
Revenue from non-gaming activities
123,598
25
123,622
GROUP
For the year ended on 31 December 2022
Greece
Cyprus
Total
Revenue (GGR)
1,804,230
134,755
1,938,985
GGR contribution and other levies and duties
(577,770)
(27,826)
(605,597)
Net gaming revenue (NGR)
1,226,459
106,929
1,333,388
Revenue from non-gaming activities
92,939
36,078
129,017
GROUP
Greece
Cyprus
Total
Segment Assets
As at 31 December 2023
1,956,598
143,488
2,100,086
As at 31 December 2022
2,162,875
408,415
2,571,289
Segment Liabilities
As at 31 December 2023
1,282,286
43,037
1,325,323
As at 31 December 2022
1,444,396
51,461
1,495,856
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6. Intangible assets
The “Intangible assets” refer to software, rights of games, development costs, brand customer relationships
and intangible assets not yet available for use and are analyzed as follows:
GROUP
Software
Rights of
games
Development
costs
Brand
Customer
relationships
Intagible Assets
not yet
available for
use
Total
Year ended 31 December 2022
Opening net book
amount
(1 January 2022)
33,887
848,470
1,193
175,390
74,310
46
1,133,296
Additions
15,810
1,000
206
-
-
1,163
18,179
Disposals
(18)
-
-
-
-
-
(18)
Transfers
(502)
-
-
-
-
502
-
Amortisation charge
(11,440)
(85,640)
(624)
-
(12,183)
-
(109,887)
Impairment
-
(20,219)
-
-
-
-
(20,219)
Net book amount
(31 December 2022)
37,737
743,611
774
175,390
62,126
1,711
1,021,350
Period ended 31 December 2023
Opening net book
amount
(1 January 2023)
37,737
743,611
774
175,390
62,126
1,711
1,021,350
Additions
19,469
-
15
-
-
5,650
25,134
Disposals
(1,229)
-
-
-
-
-
(1,229)
Transfers
4,042
-
137
-
-
(4,179)
-
Amortisation charge
(14,410)
(82,808)
(326)
-
(12,183)
-
(109,726)
Disposals amortisation
1,229
-
-
-
-
-
1,229
Impairment
-
(6,274)
-
-
-
-
(6,274)
Net book amount
(31 December 2023)
46,839
654,530
600
175,390
49,943
3,182
930,484
GROUP
Software
Rights of
games
Development
costs
Brand
Customer
relationships
Intagible Assets
not yet
available for
use
Total
31.12.2022
Acquisition cost
224,326
1,517,983
6,525
175,390
90,200
1,711
2,016,136
Accumulated
amortisation
(186,590)
(774,372)
(5,751)
-
(28,074)
-
(994,787)
Net book value
31.12.2022
37,736
743,611
774
175,390
62,126
1,711
1,021,349
31.12.2023
Acquisition cost
246,609
1,511,709
6,677
175,390
90,200
3,182
2,033,768
Accumulated
amortisation
(199,771)
(857,180)
(6,077)
-
(40,257)
-
(1,103,284)
Net book value
31.12.2023
46,838
654,530
600
175,390
49,943
3,182
930,483
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
178
[Strictly Confidential]
COMPANY
Software
Rights of
games
Intagible Assets
not yet available
for use
Total
Year ended 31 December 2022
Opening net book amount
(1 January 2022)
30,410
771,487
45
801,942
Additions
14,221
1,000
1,163
16,384
Transfers
10
-
(10)
-
Amortisation charge
(10,152)
(71,984)
-
(82,137)
Net book amount
(31 December 2022)
34,489
700,503
1,198
736,190
Period ended 31 December 2023
Opening net book amount
(1 January 2023)
34,489
700,503
1,198
736,190
Additions
18,703
-
4,347
23,050
Disposals
(1,229)
-
-
(1,229)
Transfers
3,195
-
(3,195)
-
Amortisation charge
(12,673)
(71,984)
-
(84,657)
Disposals amortisation
1,229
-
-
1,229
Net book amount
(31 December 2023)
43,714
628,518
2,351
674,583
COMPANY
Software
Rights of
games
Intagible Assets
not yet available
for use
Total
31.12.2022
Acquisition cost
213,999
1,388,783
1,198
1,603,980
Accumulated amortisation
(179,510)
(688,280)
-
(867,790)
Net book value 31.12.2022
34,489
700,503
1,198
736,190
31.12.2023
Acquisition cost
234,667
1,388,783
2,351
1,625,801
Accumulated amortisation
(190,954)
(760,264)
-
(951,218)
Net book value 31.12.2023
43,714
628,518
2,351
674,583
The Group’s “Software” additions within the current year mainly include:
• Software, licences and upgrading of several applications, websites, platforms, virtualization
software, digital signage equipment, etc. of € 7,245,
• Software upgrading relating to betting platform of € 7,560,
• Software relating to VLTs of € 3,732.
Intangible assets not yet available for use consist of internally generated software under construction of
the Company, TORA WALLET SINGLE MEMBER S.A. and TORA DIRECT SINGLE MEMBER S.A. of € 2,351, €
561 and € 270, respectively. The additions of the Group and the Company within the current period mainly
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
179
[Strictly Confidential]
include the capitalization of payroll costs of € 3,314 and € 2,773, respectively, relating to the development
of internally generated software. When development is completed, the cost is transferred to software.
The Group’s “Rights of Games” include the licences below:
Licence's Description
Company’s
Name
Net book
value
31.12.2023
Net book
value
31.12.2022
Remaining
amortisation
period (in years) as
at 31.12.2023
Conduct, manage, organise and operate
numerical and sports betting games
OPAP S.A.
253,107
290,616
6.75
Installation licence and operation of the VLTs
OPAP S.A.
371,180
404,924
11.00
Online Betting and Other online games (Casino
Games & Poker)
OPAP S.A.
3,231
3,963
4.42
Conduct offline the numerical lottery game
“Eurojackpot” in the Greek territory through the
OPAP Stores
OPAP S.A.
1,000
1,000
-
Produce, operate, distribute, promote and
manage all the State Lotteries games and the
Instant Lottery game (SCRATCH)
HELLENIC
LOTTERIES
S.A.
15,939
31,728
2.34
Organize and conduct landbased and online
mutual horseracing betting in Greece
HORSE RACES
SINGLE
MEMBER S.A.
6,837
7,411
12.02
Online Betting and Other online games (Casino
Games & Poker)
STOIXIMAN
LTD
3,236
3,969
4.60
Total
654,530
743,611
The Group’s “Rights of Games” additions within the comparative period referred to the cost of the licence
granted to the Company to conduct the numerical lottery game “Eurojackpot” in the Greek territory
through its land-based network (OPAP Stores). The licence’s provision of services has been granted for a
period of 10 years starting from the date of the conduct of the first draw of Eurojackpot in Greece, i.e. on
08.03.2024, with the option to be renewed for an equal or shorter time period.
Following operational challenges, there were indications that the carrying value of the licence of HELLENIC
LOTTERIES S.A. exceeds its recoverable amount and an impairment test was carried out at 31.12.2023. This
led to an impairment of the respective “Rights of games” of € 6,274 which was recognized in the year ended
31.12.2023 relating to the 12‐year licence to produce, operate, distribute, promote and manage all State
Lotteries of HELLENIC LOTTERIES S.A..
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
The corresponding impairment amount for this licence in the year ended 31.12.2022 amounted to € 20,219,
resulting from the impairment test performed as at 30.06.2022 resulting in an impairment of € 18,840,
while the impairment test performed as at 31.12.2022 resulted in an additional impairment of € 1,379.
GROUP
31.12.2023
31.12.2022
30.6.2022
Carrying Amount
22,239
33,107
56,940
Recoverable Amount
15,965
31,729
38,100
Impairment
(6,274)
(1,379)
(18,840)
The recoverable amount is determined based on the value in use method, consistent with the method used
during the previous periods, which required the use of assumptions and estimates. The value in use is
calculated based on the projected cash flows covering the concession agreement period (until April 2026).
Subjective estimates and judgements by management about the future results of HELLENIC LOTTERIES S.A.
(CGU) were included in the above calculation. These estimates and judgements include assumptions
surrounding revenue growth rates, EBITDA margins (on NGR) and discount rates.
The key assumptions used for the calculation of the Value in Use were the following:
31.12.2023
31.12.2022
Compounded annual revenue growth rate (CAGR)
on NGR
3.53%
5.40%
EBITDΑ margin (on NGR)
10.7%-11.9%
10.9%-20.6%
Discount rate (WACC)
9.57%
11.14%
If the discount rate used in the value-in-use calculation had been 0.25% lower than management’s
estimates as at 31.12.2023, the Group would have to recognize an impairment of € 6,232 (instead of €
6,274). If the discount rate used in the value-in-use calculation had been 0.25% higher than management’s
estimates as at 31.12.2023, the Group would have to recognize an impairment of € 6,315 (instead of €
6,274).
The Group performed impairment testing procedures on all other “Rights of Games”, which didn’t result in
an impairment.
The Group’s “Brand” of € 175,390 refers to STOIXIMAN brand name, that was recognised in 2020, following
the acquisition of STOIXIMAN LTD.
The Group’s “Customer relationships” refer to certain customer relationships recognised following the
acquisitions of TORA DIRECT SINGLE MEMBER S.A., NEUROSOFT S.A. and STOIXIMAN LTD.
The two above-mentioned categories of intangible assets are included in the annual impairment testing of
goodwill of each CGU. For further details, please refer to Note 10.
The intangible assets of the Group and the Company have not been pledged.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
181
[Strictly Confidential]
7. Property, plant and equipment
The “Property, plant and equipment” analysis is as follows:
GROUP
Land
Buildings
Machinery
Vehicles
Equipment
Construction
in progress
Total
Year ended 31 December 2022
Opening net book amount
(1 January 2022)
8,496
10,373
30,309
165
21,041
-
70,383
Additions
-
496
305
26
3,654
111
4,591
Disposals
(57)
(758)
-
(19)
(173)
-
(1,007)
Transfers to Investment
Property
(1,488)
(1,637)
-
-
-
-
(3,125)
Depreciation charge
-
(1,667)
(7,024)
(41)
(7,850)
-
(16,583)
Disposals' depreciation
-
732
-
19
173
-
923
Transfers' depreciation
-
1,569
-
-
-
-
1,569
Net book amount
(31 December 2022)
6,951
9,107
23,589
150
16,844
111
56,752
Period ended 31 December 2023
Opening net book amount
(1 January 2023)
6,951
9,107
23,589
150
16,844
111
56,752
Additions
18
1,447
431
100
2,540
-
4,536
Disposals
(251)
(1,211)
(104)
(53)
(4,182)
-
(5,801)
Transfers
-
-
-
-
111
(111)
-
Depreciation charge
-
(2,188)
(7,014)
(52)
(6,276)
-
(15,530)
Disposals' depreciation
-
1,211
103
16
4,182
-
5,512
Net book amount
(31 December 2023)
6,718
8,366
17,006
161
13,219
-
45,470
GROUP
Land
Buildings
Machinery
Vehicles
Equipment
Construction
in progress
Total
31.12.2022
Acquisition cost
6,951
32,518
122,074
2,348
124,841
111
288,844
Accumulated depreciation
-
(23,411)
(98,485)
(2,198)
(107,997)
-
(232,091)
Net book value 31.12.2022
6,951
9,107
23,589
150
16,844
111
56,752
31.12.2023
Acquisition cost
6,718
32,754
122,401
2,396
123,310
-
287,579
Accumulated depreciation
-
(24,388)
(105,396)
(2,235)
(110,091)
-
(242,109)
Net book value 31.12.2023
6,718
8,366
17,006
161
13,219
-
45,470
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
182
[Strictly Confidential]
COMPANY
Land
Buildings
Machinery
Vehicles
Equipment
Total
Year ended 31 December 2022
Opening net book amount
(1 January 2022)
8,496
9,523
30,070
114
19,898
68,101
Additions
-
494
170
-
3,092
3,756
Disposals
(57)
(758)
-
-
(173)
(987)
Transfers to Investment Property
(1,488)
(1,637)
-
-
-
(3,125)
Depreciation charge
-
(1,532)
(6,870)
(24)
(7,210)
(15,636)
Disposals' depreciation
-
732
-
-
173
904
Transfers' depreciation
-
1,569
-
-
-
1,569
Net book amount
(31 December 2022)
6,951
8,390
23,370
90
15,781
54,581
Period ended 31 December 2023
Opening net book amount
(1 January 2023)
6,951
8,390
23,370
90
15,781
54,581
Additions
18
1,407
347
-
2,146
3,918
Disposals
(251)
(123)
(45)
-
(2,078)
(2,496)
Depreciation charge
-
(1,511)
(6,899)
(24)
(5,631)
(14,065)
Disposals' depreciation
-
123
44
-
2,077
2,244
Net book amount
(31 December 2023)
6,718
8,287
16,816
66
12,296
44,183
COMPANY
Land
Buildings
Machinery
Vehicles
Equipment
Total
31.12.2022
Acquisition cost
6,951
30,912
120,725
2,217
112,696
273,501
Accumulated depreciation
-
(22,522)
(97,355)
(2,127)
(96,915)
(218,919)
Net book value 31.12.2022
6,951
8,391
23,370
90
15,780
54,581
31.12.2023
Acquisition cost
6,718
32,196
121,027
2,217
112,765
274,923
Accumulated depreciation
-
(23,910)
(104,211)
(2,151)
(100,468)
(230,740)
Net book value 31.12.2023
6,718
8,287
16,816
66
12,296
44,183
The Group’s “Equipment” additions within the current year include, among others:
• Hardware (laptop & desktop) of € 255,
• Equipment for OPAP Stores in Greece of € 826,
• Equipment for OPAP Stores in Cyprus of € 160,
• Equipment for VLTs and PLAY Gaming Halls as well as furniture of € 591.
The Group’s disposals mainly relate to fixed assets located at Markopoulo Park of total cost and
accumulated depreciation of € 3,232 and were derecognised as at 31.12.2023, following HORSE RACES
SINGLE MEMBER S.A.’s decision to cease the organization and conduct of Greek horse races and terminate
the lease agreement of Markopoulo Racecourse.
Property, plant & equipment of the Group and the Company have not been pledged.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
183
[Strictly Confidential]
8. Right-of-Use assets and Lease liabilities
The “Right‐of‐use assets” are analysed as follows:
GROUP
Buildings
Vehicles
Equipment
Total
Year ended 31 December 2022
Opening net book amount
(1 January 2022)
33,075
1,897
250
35,222
Additions
1,341
610
2,462
4,413
Termination of leases
(757)
(76)
-
(834)
Other movements
479
3
-
482
Depreciation charge
(5,883)
(970)
(296)
(7,149)
Net book amount
(31 December 2022)
28,254
1,464
2,416
32,135
Period ended 31 December 2023
Opening net book amount
(1 January 2023)
28,254
1,464
2,416
32,135
Additions
4,646
3,059
-
7,706
Reassessment of leases
9,053
35
-
9,089
Termination of leases
(23,447)
(294)
-
(23,741)
Depreciation charge
(6,591)
(935)
(672)
(8,197)
Termination depreciation
7,639
241
-
7,880
Net book amount
(31 December 2023)
19,555
3,571
1,744
24,871
GROUP
Buildings
Vehicles
Equipment
Total
31.12.2022
Acquisition cost
54,269
5,646
3,436
63,351
Accumulated depreciation
(26,014)
(4,182)
(1,021)
(31,217)
Net book value 31.12.2022
28,254
1,464
2,416
32,135
31.12.2023
Acquisition cost
44,521
8,447
3,436
56,405
Accumulated depreciation
(24,966)
(4,875)
(1,692)
(31,534)
Net book value 31.12.2023
19,555
3,571
1,744
24,871
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
184
[Strictly Confidential]
COMPANY
Buildings
Vehicles
Equipment
Total
Year ended 31 December 2022
Opening net book amount
(1 January 2022)
19,507
1,496
-
21,002
Additions
330
347
2,462
3,139
Termination of leases
(757)
(41)
-
(798)
Other movements
442
3
-
445
Depreciation charge
(4,580)
(764)
(103)
(5,447)
Net book amount
(31 December 2022)
14,941
1,041
2,359
18,342
Period ended 31 December 2023
Opening net book amount
(1 January 2023)
14,941
1,041
2,359
18,342
Additions
2,298
2,318
-
4,616
Reassessment of leases
4,842
23
-
4,865
Termination of leases
(1,290)
(294)
-
(1,584)
Depreciation charge
(4,653)
(649)
(616)
(5,918)
Termination depreciation
656
241
-
897
Net book amount
(31 December 2023)
16,794
2,680
1,744
21,218
COMPANY
Buildings
Vehicles
Equipment
Total
31.12.2022
Acquisition cost
34,469
4,319
2,462
41,250
Accumulated depreciation
(19,528)
(3,278)
(103)
(22,908)
Net book value 31.12.2022
14,941
1,041
2,359
18,342
31.12.2023
Acquisition cost
40,151
6,365
2,462
48,977
Accumulated depreciation
(23,356)
(3,684)
(718)
(27,759)
Net book value 31.12.2023
16,794
2,680
1,744
21,218
The Group’s right-of-use of “Buildings” mainly refers to the PLAY Gaming Halls with a total NBV of € 15,840
as at 31.12.2023 (31.12.2022: PLAY Gaming Halls of € 14,312 and Markopoulo Park of € 11,993).
The Group’s “Reassessment of leases” mainly relate to the change of Markopoulo Park and Gaming Halls
lease monthly fee increase.
The Group’s “Termination of leases” included in the category “Buildings” in 2023 mainly relates to the
termination of the lease of Markopoulo Park, following HORSE RACES SINGLE MEMBER S.A.’s decision to
cease the organization and conduct of Greek horse races and terminate the lease agreement of Markopoulo
Racecourse. The Net Book Value of Markopoulo Park as at 31.12.2023, before the derecognition, was €
15,153 and the respective lease liability was € 28,142, resulting to a gain from the derecognition of € 12,988.
OPAP S.A. Annual Financial Report 2023
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185
[Strictly Confidential]
The Company’s “Termination of leases” included in the category “Buildings” in both 2023 and 2022 mainly
relates to the early termination of contracts for PLAY Gaming Halls.
The separate and consolidated Statement of Financial Position includes the following amounts related to
lease liabilities:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Non-current lease liabilities
19,527
39,328
16,762
13,959
Current lease liabilities
6,512
7,792
5,658
5,604
Total
26,040
47,120
22,420
19,563
Total capital and interest payments of lease liabilities in the year ended 31.12.2023, amounts to € 10,932
(31.12.2022: € 9,714) for the Group and € 6,588 (31.12.2022: € 6,236) for the Company.
Income from subleases which refers to the sublease of PLAY Gaming Halls is included in the line item
“Revenue from non-gaming activities” in the separate and consolidated Income Statement (refer to Note
32) and amounts to € 4,932 (31.12.2022: € 4,718) for the Group and € 4,727 (31.12.2022: € 4,440) for the
Company.
9. Investment properties
The Group’s and Company’s “Investment properties”, in accordance with IAS 40, is shown below:
GROUP
COMPANY
2023
2022
2023
2022
Opening net book amount
3,007
1,521
3,007
1,521
Additions
-
29
-
29
Disposals
(3,125)
-
(3,125)
-
Transfer cost from tangible assets
-
3,125
-
3,125
Depreciation transfer from tangible
assets
-
(1,569)
-
(1,569)
Depreciation for the year
(101)
(98)
(101)
(98)
Disposals' depreciation
1,575
-
1,575
-
Closing net book amount
1,356
3,007
1,356
3,007
Acquisition cost
5,365
8,490
5,365
8,490
Accumulated depreciation
(4,009)
(5,483)
(4,009)
(5,483)
Net book value
1,356
3,007
1,356
3,007
The income received from leasing these investment properties amounts to € 337 for the year ended
31.12.2023 (2022: € 306).
OPAP S.A. Annual Financial Report 2023
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186
[Strictly Confidential]
The “Transfer cost from tangible assets” in the previous year referred to an OPAP store located in
Thessaloniki which during October 2022 has been leased to a 3
rd
party and finally sold in 2023.
The useful life of the buildings is estimated at 20 years and the straight-line method of depreciation is used.
According to the Company’s estimates, the fair value of the properties are not significantly different from
their carrying value.
Investment property of the Group and the Company has not been pledged.
10. Goodwill
The “Goodwill" acquired through business combinations is analyzed as follows:
GROUP
31.12.2023
31.12.2022
OPAP SPORTS LTD
8,435
8,435
TORA DIRECT SINGLE MEMBER S.A.
4,249
4,249
NEUROSOFT S.A.
5,092
5,092
STOIXIMAN LTD
324,913
324,913
Total
342,688
342,688
The goodwill and the intangible assets with indefinite useful life are subject to impairment testing from the
Management at each reporting date, either internally or externally by independent valuators.
The recoverable amount of an asset is the higher of its fair value less costs of disposal and its value in use.
The recoverable amount of Goodwill for the Group’s companies OPAP SPORTS LTD, NEUROSOFT S.A. and
STOIXIMAN LTD was determined by independent valuators using the value in use method, while in respect
of TORA DIRECT SINGLE MEMBER S.A. using the fair value less costs of disposal.
The value in use method was determined based on the projected cash flows derived from the five year
business plan approved by the Management. Cash flows beyond the five year period are extrapolated using
the estimated perpetuity growth rates stated below.
The key assumptions used by independent valuators in determining the value in use were as follows:
OPAP SPORTS LTD
31.12.2023
31.12.2022
WACC
10.63%
11.85%
Compounded Annual Growth Rate (CAGR)
on NGR for the next 5 years
2.80%
3.90%
Perpetuity growth rate
2.00%
2.00%
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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NEUROSOFT S.A.
31.12.2023
31.12.2022
WACC
9.92%
11.67%
Compounded Annual Growth Rate (CAGR)
on revenues for the next 5 years
11.33%
13.00%
Perpetuity growth rate
2.00%
2.00%
STOIXIMAN LTD
31.12.2023
31.12.2022
WACC
11.98%
13.34%
Compounded Annual Growth Rate (CAGR)
on NGR for the next 5 years
5.94%
5.80%
Perpetuity growth rate
2.00%
2.00%
The sensitivity analysis on the above assumptions, notably to a change of 0.50% in the discount rate (WACC)
or the perpetuity growth rate, did not show deviations that would point the need to change the carrying
value of the goodwill of these entities.
As described above, Management has determined the recoverable amount of TORA DIRECT SINGLE
MEMBER S.A. by assessing the fair value less costs of disposal of the underlying assets. As the company’s
estimated value in use was lower than its carrying amount, it was necessary to also calculate the fair value
less costs of disposal. The valuation was based on the market approach and in particular the comparable
companies methodology. The multiples applied were derived from a reputable database from peer
companies. The multiple considered as the most appropriate is the Enterprise Value/EBITDA and costs of
disposal were estimated at 5% of the equity value. From the calculations performed, no impairment was
identified.
The valuation is considered to be level 3 in the fair value hierarchy due to unobservable inputs used in the
valuation.
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
11. Investments in subsidiaries
The “Investment in subsidiaries” of the Company are analysed as follows:
Consolidated subsidiary
% of
investment
Country of
incorporation
31.12.2023
31.12.2022
OPAP CYPRUS LTD
100%
Cyprus
1,704
1,704
OPAP INTERNATIONAL LTD
100%
Cyprus
4,673
4,673
OPAP SPORTS LTD
100%
Cyprus
9,650
9,650
OPAP INVESTMENT LTD
100%
Cyprus
430,385
559,385
Total
446,412
575,412
The investments in subsidiaries on the separate Statement of Financial Position are accounted for at cost
less impairment loss.
The decrease observed in the investment in OPAP INVESTMENT LTD relates to the share capital return from
OPAP INVESTMENT LTD of € 129,000 to OPAP S.A., according to its Board of Directors decision dated
31.08.2023. The amount of € 129,000 was distributed to OPAP S.A. on 03.11.2023.
12. Other non-current assets
The “Other non-current assets” are analysed as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Guarantee deposits
6,891
2,930
919
962
Prepayments of retirement benefits
89
221
89
221
Loans receivable
1,056
1,849
7,916
9,291
Prepayments to suppliers
32,550
26,426
32,550
26,426
GGR contribution receivable
16,302
29,116
16,302
29,116
Other receivables
76
375
-
-
Total
56,965
60,917
57,776
66,016
The Group’s "Guarantee deposits" balance refers to amounts given to suppliers as a security deposit and it
is expected to be returned back in the future. The increase from prior year is due to a new agreement
between TORA WALLET SINGLE MEMBER S.A. and VISA for acquiring services.
The Group’s “Loans receivable” balance refers to loans that the Company and its subsidiary, OPAP
INVESTMENT LTD, have granted to agents and personnel of € 1,056 and € 0 as at 31.12.2023 (31.12.2022:
€ 1,841 and € 8), respectively. The maturity of these loans is until May 2026.
At Company level, the “Loans receivable” balance includes the non-current balance of € 1,960 (31.12.2022:
€ 2,550) for a bond loan granted to TORA DIRECT SINGLE MEMBER S.A. on 29.08.2017 and the balance of €
4,900 (31.12.2022: € 4,900) for a bond loan granted to TORA WALLET SINGLE MEMBER S.A. on 13.12.2022.
These loans to subsidiaries bear a floating interest rate consisting of a floating part equal to the applicable
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
189
[Strictly Confidential]
(for each interest period) weighted average cost of financing of the Group plus a margin of 15 base points
(0.15%).
The “Prepayments to suppliers” balance of € 32,550 as at 31.12.2023 (31.12.2022: € 26,426) relate to
advances paid to VLT vendors under respective contracts, which will be settled in more than one year. The
variation between the comparative period is attributed to new contracts with VLT vendors.
The “GGR contribution receivable” balance constitutes the discounted additional consideration relating to
the 10-year extension of the Company’s licence which refers to the exclusive right to conduct certain
numerical lottery and sports betting games. The nominal receivable with maturity date the end of the
extended period of the licence (2030) amounts to € 19,990 as at 31.12.2023 (31.12.2022: € 42,219), and
has been discounted for 88 months (31.12.2022: 100 months) using the spot interest rate as at 31.12.2023
of a bond of the Greek Government ending in 2030. The additional consideration will be calculated based
on the agreement on an annual basis up to the expiration of the extension, which may result in a net receipt
or payment to the Greek State. The additional payment or refund will be settled as a lump sum in 2030.
13. Deferred taxes – Income taxes
Deferred taxes are calculated in full on temporary differences under the balance sheet method using the
principal tax rates that apply to the countries in which the companies of the Group operate.
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Deferred tax asset
14,860
35,651
-
-
Deferred tax liability
(123,087)
(124,483)
(44,724)
(41,916)
Net deferred tax asset/(liability)
(108,227)
(88,832)
(44,724)
(41,916)
The movement in deferred taxes is as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Opening balance, net deferred tax
asset/(liability)
(88,832)
(96,632)
(41,916)
(40,317)
Charge recognised in the Income
Statement
(19,381)
8,145
(2,798)
(1,257)
Charge recognised in the Other
Comprehensive Income
(14)
(345)
(9)
(343)
Closing balance, net deferred tax
liability
(108,227)
(88,832)
(44,724)
(41,916)
The deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current
tax assets against current tax liabilities and when the deferred income taxes relate to the same taxing
authority.
The corporate income tax rate in Greece is 22%, in Cyprus is 12.5% and in Malta is 35%.
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
The movement in the deferred tax assets and liabilities per category (prior to offsetting balances within the
same tax jurisdiction) is as follows:
GROUP
Balance at 1
January 2023
Recognised in the
Income Statement
(Note 40)
Recognised in Other
Comprehensive
Income (Note 40)
Balance at 31
December 2023
Analysis of deferred tax assets (before set - offs)
Property, plant and equipment
260
(245)
-
15
Intangible assets
8,878
(349)
-
8,529
Other non-current & current assets
62
(2)
-
60
Trade receivables
36
-
-
36
Lease liabilities
10,150
(5,002)
-
5,148
Employee benefits
235
30
(14)
250
Provisions
2,285
314
-
2,599
Other non-current & current liabilities
23,316
(17,457)
-
5,859
Tax losses
1,440
(305)
-
1,135
46,661
(23,017)
(14)
23,630
Analysis of deferred tax liabilities (before set - offs)
Property, plant and equipment
(1,824)
1,012
-
(812)
Intangible assets
(119,909)
(1,713)
-
(121,622)
Right-of-use assets
(6,826)
1,946
-
(4,880)
Other non-current & current assets
(6,736)
2,246
-
(4,489)
Trade receivables
(105)
51
-
(54)
Borrowings
(93)
93
-
0
(135,493)
3,635
-
(131,857)
Net deferred tax asset/(liability)
(88,832)
(19,381)
(14)
(108,227)
COMPANY
Balance at 1
January 2023
Recognised in the
Income Statement
(Note 40)
Recognised in Other
Comprehensive
Income (Note 40)
Balance at 31
December 2023
Analysis of deferred tax assets (before set - offs)
Lease liabilities
4,304
628
-
4,932
Employee benefits
206
21
(9)
218
Provisions
2,284
313
-
2,598
Other non-current & current liabilities
1,235
(662)
-
573
8,029
301
(9)
8,322
Analysis of deferred tax liabilities (before set - offs)
Property, plant and equipment
(1,824)
1,014
-
(810)
Intangible assets
(37,164)
(5,862)
-
(43,026)
Right-of-use assets
(4,029)
(638)
-
(4,667)
Other non-current & current assets
(6,732)
2,243
-
(4,489)
Trade receivables
(105)
51
-
(54)
Borrowings
(93)
93
-
-
(49,946)
(3,099)
-
(53,045)
Net deferred tax liability
(41,916)
(2,798)
(9)
(44,724)
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
191
[Strictly Confidential]
The movement in the deferred tax assets and liabilities per category during the prior year is as follows:
GROUP
Balance at 1
January 2022
Recognised in the
Income Statement
(Note 40)
Recognised in Other
Comprehensive Income
(Note 40)
Balance at 31
December 2022
Analysis of deferred tax assets (before set - offs)
Property, plant and equipment
270
(10)
-
260
Intangible assets
5,551
3,327
-
8,878
Other non-current & current assets
62
-
-
62
Trade receivables
112
(76)
-
36
Lease liabilities
11,184
(1,034)
-
10,150
Employee benefits
209
30
(4)
235
Provisions
1,999
286
-
2,285
Derivative (interest rate swap)
320
21
(341)
-
Other non-current & current liabilities
22,736
580
-
23,316
Tax losses
324
1,117
-
1,440
42,765
4,240
(345)
46,661
Analysis of deferred tax liabilities (before set - offs)
Property, plant and equipment
(1,029)
(795)
-
(1,824)
Intangible assets
(118,599)
(1,310)
-
(119,909)
Right-of-use assets
(7,702)
876
-
(6,826)
Other non-current & current assets
(11,143)
4,407
-
(6,736)
Trade receivables
-
(105)
-
(105)
Borrowings
(923)
831
-
(93)
(139,397)
3,904
-
(135,493)
Net deferred tax asset/(liability)
(96,632)
8,145
(345)
(88,832)
COMPANY
Balance at 1
January 2022
Recognised in the
Income Statement
(Note 40)
Recognised in Other
Comprehensive
Income (Note 40)
Balance at 31
December 2022
Analysis of deferred tax assets (before set - offs)
Trade receivables
76
(76)
-
-
Lease liabilities
4,927
(623)
-
4,304
Employee benefits
187
22
(2)
206
Provisions
1,998
287
-
2,284
Derivative (interest rate swap)
320
21
(341)
-
Other non-current & current liabilities
1,459
(224)
-
1,235
8,966
(594)
(343)
8,029
Analysis of deferred tax liabilities (before set - offs)
Property, plant and equipment
(1,029)
(795)
-
(1,824)
Intangible assets
(31,571)
(5,593)
-
(37,164)
Right-of-use assets
(4,621)
592
-
(4,029)
Other non-current & current assets
(11,140)
4,407
-
(6,732)
Trade receivables
-
(105)
-
(105)
Borrowings
(923)
831
-
(93)
(49,283)
(663)
-
(49,946)
Net deferred tax liability
(40,317)
(1,257)
(343)
(41,916)
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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On 31.12.2023, certain Group entities had accumulated tax losses of € 182,292 (31.12.2022: € 89,358).
TORA WALLET SINGLE MEMBER S.A. recognised deferred tax assets as at 31.12.2023 amounting to € 1,135
(31.12.2022: € 1,440) attributable to losses amounting to € 5,159 as these deferred tax assets will be
recoverable using the estimated future taxable income based on approved business plans. For the
remaining € 177,133 carried forward tax losses as at 31.12.2023, no deferred tax asset has been recognized
due to the extent that it is not probable that sufficient taxable profits will be available to utilise the assets.
If the Group’s entities were able to recognize all unrecognized deferred tax assets, these would amount to
€ 38,969 (31.12.2022: € 18,218).
Current income tax asset for the Group as at 31.12.2023 amounts to € 12,738 (31.12.2022: € 17) and is
mainly comprised by the tax refund from Maltesian tax authorities for the year ended 31.12.2022 of €
12,508.
Current income tax liabilities for the Group and the Company as at 31.12.2023 amounts to € 119,047 and €
59,984, respectively (31.12.2022: € 117,173 and € 77,648, respectively).
Under Greek tax regulations, an income tax advance is paid to the tax authorities each year calculated at
the 80% of the current year income tax liability. Such advance is then netted off with the following year’s
income tax liability.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
193
[Strictly Confidential]
14. Inventories
The analysis of the “Inventories” is as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Gaming Halls construction cost
1,514
1,645
1,514
1,645
Consumable materials
3,561
3,907
982
1,234
Total
5,075
5,552
2,496
2,879
The consolidated inventories include:
• OPAP S.A. inventories of € 1,514 as at 31.12.2023 related to PLAY Gaming Halls stores under
construction that will be sold after their completion (31.12.2022: € 1,645).
• TORA DIRECT SINGLE MEMBER S.A. inventories of € 1,782 as at 31.12.2023 (31.12.2022: € 1,805)
relating mainly to phone cards and Internet cards.
• NEUROSOFT S.A. inventories of € 733 as at 31.12.2023 (31.12.2022: € 796) relating to production
consumables.
• HORSE RACES SINGLE MEMBER S.A. inventories of € 64 as at 31.12.2023 (31.12.2022: € 71) relating
to veterinary clinic consumables.
• OPAP S.A. lottery and athletic events prognoses games tickets, coupons for PAME STOIXIMA game
etc. of € 982 as at 31.12.2023 (31.12.2022: € 1,234).
The Group and the Company have not pledged their inventories as collateral.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
15. Trade receivables
The analysis of the “Trade receivables” is as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Receivables from agents
79,101
87,381
37,122
45,436
Receivables from agents under
arrangement
491
343
-
-
Doubtful receivables from agents
18,268
25,276
13,627
20,865
Other receivables
27,286
17,339
14,646
13,859
Sub total short term trade receivables
125,145
130,338
65,395
80,161
Less loss allowance on short term trade
receivables
(20,886)
(28,215)
(14,727)
(22,237)
Total short term trade receivables
104,259
102,123
50,668
57,924
Discounted long term receivables from
agents
3,093
748
3,093
748
Total long term trade receivables
3,093
748
3,093
748
Total trade receivables
107,352
102,871
53,760
58,671
The Group has exposure to credit risk in relation to receivables from agents. According to IFRS 9
requirements, an assessment of the credit risk under ECL model was conducted per agent and the
calculated amount as at 31.12.2023 was higher than the carrying amount of the loss allowance before the
aforementioned assessment. Consequently, the additional loss allowance of the Group and the Company
recognised within 2023 was € 309 and € 128, respectively. Moreover, following the finalization of all legal
procedures required, the Company as at 31.12.2023 proceeded with a write-off of € 7,771 (31.12.2022: €
17,244) regarding the “Doubtful receivables from agents” with no effect in the financial statements since
the respective loss allowances had been recognised during the past years.
The “Other receivables” refer to the trade receivables of the non-gaming entities (i.e. TORA DIRECT SINGLE
MEMBER S.A., TORA WALLET SINGLE MEMBER S.A. and NEUROSOFT S.A.).
The “Discounted long term receivables from agents” include arrangements with agents that will be settled
up to 2027.
Additional information about the impairment of trade receivables and the Group’s exposure to credit risk
are included in Note 44.
The Group and the Company have not pledged their receivables as collateral.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
16. Other current assets
The analysis of the “Other current assets” is as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Accrued income
8,113
8,368
4,348
6,732
Prepaid expenses
37,562
29,142
22,907
20,444
Deferred consideration from the
disposal of KAIZEN GAMING LIMITED
(Betano Business)
6,537
130,000
-
-
Dividends receivable
-
-
10,000
5,000
Intermediate account with OPAP
CYPRUS LTD regarding actual versus
theoretical payout of Cypriot winners
-
-
3,328
-
Receivables from taxes (other than
corporate income tax)
13,222
12,821
1,581
1,465
Loans receivable
1,357
1,952
1,700
2,116
Total
66,791
182,284
43,864
35,757
At Company level, “Dividends receivable” as at 31.12.2023 include the amount of € 10,000 receivable from
OPAP CYPRUS LTD (31.12.2022: € 5,000).
The balance of “Prepaid expenses” of the Group as at 31.12.2023 mainly includes the current portion of a
prepayment to VLT vendors of € 5,246 (31.12.2022: € 4,275) (refer to Note 12), prepaid services for use and
maintenance of software of € 5,352 (31.12.2022: € 4,791), prepaid sponsorships of € 7,517 (31.12.2022: €
5,164), prepaid promotional activities of € 2,738 (31.12.2022: € 2,607) and third party fees of € 1,281
(31.12.2022: € 2,399).
The decrease in the “Deferred consideration from the disposal of KAIZEN GAMING LIMITED (Betano
Business)” relates with the receipt of € 123,463 from Allwyn Investments Cyprus Limited on 07.09.2023.
The balance of ”Receivables from taxes (other than corporate income tax)” of the Group as at 31.12.2023
mainly include a tax refund from the Malta tax authorities of € 11,327 (31.12.2022: € 11,351).
The balance of “Loans receivable” of the Group as at 31.12.2023 refer mainly to loans granted to agents,
while at Company level they include the current portion of the balance of a loan the Company granted to
its subsidiary TORA DIRECT SINGLE MEMBER S.A. of € 420 (31.12.2022: € 250).
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
17. Cash and cash equivalents
The analysis of the “Cash and cash equivalents” is as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Cash on hand
1,408
1,102
1,008
609
Short term bank deposits
485,926
723,331
148,945
247,186
Total
487,334
724,433
149,953
247,796
The “Short term bank deposits” are comprised by current accounts and short-term time deposits with a
maturity of three months or less from the date of the acquisition. The effective interest rates are based on
floating rates and are negotiated on a case by case basis.
The “Short term bank deposits” of the Group and the Company also include amounts from electronic
payment processors, of € 72,932 and € 3,058 respectively as at 31.12.2023 (31.12.2022: € 31,125 and €
1,215, respectively), which, at the time of purchase, are readily convertible to known amount of cash and
that there is an insignificant risk of changes in value.
The fixed deposits with maturity between 3 and 12 months from the date of acquisition of € 3,556 as at
31.12.2023 (31.12.2022: € 3,634) are included in “Short-term investments” in the consolidated Statement
of Financial Position, while the fixed deposits with maturity greater than 12 months from the date of
acquisition of € 550 (31.12.2022: € 0) are included in “Long-term investments”.
According to IFRS 9 requirements, an assessment of the credit risk under the ECL model as at 31.12.2023
was conducted. Since the Group retains its deposits at institutions that have high credit ratings, credit risk
was insignificant and no impairment provision was raised.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
18. Share capital and Share Premium
The total number of the authorized ordinary shares is:
GROUP & COMPANY
31.12.2023
31.12.2022
Ordinary shares of € 0.30 each
370,062,741
363,341,859
370,062,741
363,341,859
The share capital and share premium movement is as follows:
Number of
shares
Share capital
Share premium
Balance at 31 December 2021
352,856,287
105,857
346,228
New shares issued as per the 09.06.2022 BoD
decision (2021 Dividend reinvestment plan)
7,423,668
2,227
100,145
New shares issued as per the 06.09.2022 BoD
decision (2022 Interim Dividend reinvestment
plan)
3,061,904
919
36,345
Capitalization of share premium as per the
09.06.2022 AGM decision
-
317,571
(317,571)
Share capital return to the shareholders as per
the 09.06.2022 AGM decision
-
(317,571)
-
Balance at 31 December 2022
363,341,859
109,003
165,148
New shares issued as per the 27.04.2023 AGM
decision (2022 Dividend reinvestment plan)
6,720,882
2,016
103,838
Capitalization of share premium as per the
27.04.2023 AGM decision
-
163,504
(163,504)
Share capital return to the shareholders as per
the 27.04.2023 AGM decision
-
(163,504)
-
Balance at 31 December 2023
370,062,741
111,019
105,482
The Company's Annual General Meeting (“AGM”) of the Shareholders of the Company dated 27.04.2023
approved Board of Directors’ decision for distribution and a gross amount of € 253,059 was distributed as
the remaining final dividend for the fiscal year 2022, offering a scrip dividend optionality.
From the total amount distributed, the amount of € 105,854 was reinvested through the dividend
reinvestment plan. Specifically, the share capital of the Company was increased by € 2,016 through the
issuance of 6,720,882 new ordinary, registered, voting shares of nominal value of € 0.30 (in absolute
amount) each at an issue price of € 15.45 (in absolute amount), with the difference between the issue price
and their par value multiplied by the number of the new shares issued, amounting to € 103,838, being
transferred to the account “Share premium”.
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[Strictly Confidential]
Additionally, the Company’s AGM dated 27.04.2023 decided the increase of the share capital of the
Company by an amount of € 163,504, through the capitalization of an equal amount from the share
premium reserve and the increase of the nominal value of each share of the Company by € 0.45 (from €
0.30 to € 0.75) (in absolute amount) to be followed by a share capital return of an equivalent amount (€
163,504) through a reduction of the nominal value of each share of the Company by € 0.45 (from € 0.75 to
€ 0.30) (in absolute amount).
19. Reserves
Reserves are analyzed as follows:
GROUP
Statutory
reserves
Cash flow
hedge reserve
Foreign
currency
translation
reserve
Total
Balance as at 31.12.2021
36,564
(1,112)
(3)
35,450
Statutory reserve
(230)
-
-
(230)
Gain from valuation of
hedging derivatives
-
1,453
-
1,453
Deferred tax
-
(341)
-
(341)
Exchange differences
-
-
3
3
Balance as at 31.12.2022
36,334
-
-
36,334
Statutory reserve
672
-
-
672
Balance as at 31.12.2023
37,006
-
-
37,006
COMPANY
Statutory
reserves
Cash flow
hedge reserve
Total
Balance as at 31.12.2021
35,286
(1,112)
34,174
Statutory reserve
1,049
-
1,049
Gain from valuation of
hedging derivatives
-
1,453
1,453
Deferred tax
-
(341)
(341)
Balance as at 31.12.2022
36,334
-
36,334
Statutory reserve
672
-
672
Balance as at 31.12.2023
37,006
-
37,006
The statutory reserve is not available for distribution and the additional amount added each year is equal
to or at least 5% of the annual net profit. The requirement to increase the statutory reserve ends when the
reserve reaches a minimum of 1/3 of the Company’s share capital.
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[Strictly Confidential]
20. Treasury shares
The Annual Ordinary General Assemblies of the Company’s Shareholders held on 20.04.2015, 27.04.2017
and 22.05.2019 decided and set the details for the acquisition of treasury shares by the Company through
the Athens Stock Exchange, up to a percentage of 5% of the total paid up share capital of the Company. The
acquisition of treasury shares shall be made provided that on a case by case basis are considered to be at
the Company's own benefit, preferential to other available investment options and as long as the
Company's cash flow allows for such acquisitions and for the scopes and uses allowed by the law.
The abovementioned program for the acquisition of treasury shares was completed by 16.06.2023, and was
implemented at a maximum acquisition price of € 17.00 per share (in absolute amount) and a minimum
acquisition price equal to the nominal value price of each share, i.e. € 0.30 per share (in absolute amount).
Furthermore, following the Company's AGM resolution on the establishment of a share buy-back
programme and the announcement of the same day and, following the decision of its Board of Directors
dated 04.09.2023, the Company announced on 04.09.2023 to the investment community that it intends to
proceed to the purchase of own shares the nominal value of which will not exceed the approved by the
AGM limit of 5% of the Company’s paid up capital (i.e. up to 18,167,092 shares) during the period from
05.09.2023 until 31.12.2024 at a minimum purchase price equal to the nominal value of the share (€ 0.30
in absolute amount) and maximum purchase price equal to twenty Euros (€ 20) per share (in absolute
amount). The maximum amount for the share buy-back during this period is estimated at approximately €
150,000, excluding relevant expenses.
In addition, the Company's Board of Directors was authorized to determine the specific terms and details
for the implementation of the program for the acquisition of treasury shares.
During the current reporting period, the Company has purchased through the Athens Stock Exchange
2,061,312 own shares, amounting to a total purchase value of € 31,118, at an average price of € 15.09 per
share (in absolute amount). The value of the already held treasury shares decreased by € 823 due to the
share capital return of € 0.45 per share (in absolute amount) to the shareholders, based on the 27.04.2023
AGM decision.
Treasury shares
No of shares
Value of shares
% of treasury shares
on total shares
Balance at 31 December 2021
1,829,624
14,497
0.5%
Change in value due to the share
capital return to the shareholders
-
(1,647)
-
Balance at 31 December 2022
1,829,624
12,851
0.5%
Acquisition of treasury shares
2,061,312
31,118
0.6%
Change in value due to the share
capital return to the shareholders
-
(823)
-
Balance at 31 December 2023
3,890,936
43,145
1.1%
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[Strictly Confidential]
21. Non-controlling interests
The Group’s non-controlling interests amount to € 34,112 as at 31.12.2023 (31.12.2022: € 32,653), arising
from HELLENIC LOTTERIES S.A., NEUROSOFT S.A., STOIXIMAN LTD and STOIXIMAN HOLDING LTD.
The summarized financial information and basic financial data of these companies are presented below.
The amounts disclosed for each subsidiary are before intercompany eliminations.
Summarized statement of
financial position as at
December 31, 2023
HELLENIC
LOTTERIES
S.A.
NEUROSOFT
S.A.
STOIXIMAN
LTD
STOIXIMAN
HOLDING
LTD
Total
NCI percentage
16.50%
32.28%
15.51%
31.65%
Non-current assets
27,696
5,984
228,281
-
Current assets
91,705
17,431
180,415
13,694
Non-current liabilities
(1,426)
(1,874)
(79,381)
-
Current liabilities
(138,238)
(11,679)
(131,289)
(2,426)
Net assets
(20,264)
9,862
198,026
11,267
Net assets attributable to NCI
(3,343)
3,183
30,706
3,566
34,112
Summarized income statement
and other comprehensive
income for the period ended
December 31, 2023
HELLENIC
LOTTERIES
S.A.
NEUROSOFT
S.A.
STOIXIMAN
LTD
STOIXIMAN
HOLDING
LTD
Total
Revenue (GGR)
115,877
-
461,702
-
Revenue from non-gaming
activities
2,947
27,640
7
6,123
Profit/(loss) after tax
(36,931)
1,019
62,265
6,100
Other comprehensive income,
net of tax
-
20
-
-
Total comprehensive income
(36,931)
1,039
62,265
6,100
Profit/(loss) after tax
attributable to NCI
(6,094)
329
9,655
1,931
5,821
Other comprehensive income,
net of tax attributable to NCI
-
6
-
-
7
Dividends paid to NCI
-
-
9,304
-
9,304
Summarized cash flow information
for the period ended December 31,
2023
HELLENIC
LOTTERIES
S.A.
NEUROSOFT
S.A.
STOIXIMAN
LTD
STOIXIMAN
HOLDING LTD
Cash flows from operating activities
(61,004)
(1,710)
100,650
-
Cash flows from investing activities
1,567
(751)
2,065
29,400
Cash flows from financing activities
19,976
(579)
(60,402)
(29,400)
Net increase/(decrease) in cash and
cash equivalents
(39,461)
(3,040)
42,313
-
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
Summarized statement of financial
position as at December 31, 2022
HELLENIC
LOTTERIES
S.A.
NEUROSOFT
S.A.
STOIXIMAN
LTD
Total
NCI percentage
16.50%
32.28%
15.51%
Non-current assets
60,953
6,187
239,152
Current assets
131,785
12,130
131,988
Non-current liabilities
(41,267)
(1,749)
(83,130)
Current liabilities
(154,804)
(7,746)
(92,249)
Net assets
(3,332)
8,823
195,761
Net assets attributable to NCI
(550)
2,848
30,355
32,653
Summarized income statement and
other comprehensive income for
the year ended December 31, 2022
HELLENIC
LOTTERIES
S.A.
NEUROSOFT
S.A.
STOIXIMAN
LTD
Total
Revenue (GGR)
107,902
-
384,242
Revenue from non-gaming activities
1,996
23,359
-
Profit/(loss) after tax
(27,920)
1,117
51,260
Other comprehensive income, net of
tax
1
6
-
Total comprehensive income
(27,919)
1,123
51,260
Profit/(loss) after tax attributable
to NCI
(4,607)
361
7,948
3,702
Other comprehensive income, net
of tax attributable to NCI
-
2
-
2
Dividends paid to NCI
-
-
9,508
9,508
Summarized cash flow information
for the year ended December 31,
2022
HELLENIC
LOTTERIES
S.A.
NEUROSOFT
S.A.
STOIXIMAN
LTD
Cash flows from operating activities
23,193
3,417
88,481
Cash flows from investing activities
(106)
(682)
(84)
Cash flows from financing activities
(10,073)
(604)
(61,562)
Net decrease in cash and cash
equivalents
13,014
2,131
26,834
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
22. Borrowings
The summary of the Group and the Company outstanding debt is as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Total non-current loans
586,569
506,679
586,454
466,565
Current loans
Current portion of non-current loans
including accrued interest
72,080
281,707
61,803
311,533
Overdraft accounts
1,896
-
1
-
Total current loans
73,976
281,707
61,804
311,533
Total borrowings
660,545
788,386
648,258
778,099
The movement in the Group’s and the Company’s borrowings is as follows:
GROUP
Year of
maturity
31.12.2022
31.12.2023
Book
value
New
Loans
Repayments
Interest
paid
Accrued
interest
expense
Unwinding
of issuance
expenses
Outstanding
nominal value
Book value
Loan, amount € 916
2025
302
-
(92)
(4)
4
-
206
210
Bond Loan € 250,000
2023
249,992
-
(250,000)
(289)
-
297
-
-
Corporate Bond Loan €
200,000
2027
198,079
-
-
(758)
758
530
200,000
198,609
Bond Loan € 300,000
2027
200,182
-
(30,000)
(627)
544
130
170,000
170,230
Bond Loan € 50,000
2024
40,150
-
-
(243)
397
78
40,000
40,382
Bond Loan € 200,000
2024
99,681
-
(100,000)
(34)
-
354
-
-
Bond Loan, € 250,000
2026
-
250,000
-
-
333
(1,116)
250,000
249,218
Overdraft € 15,000
-
1
-
-
-
-
1
1
Overdraft € 8,000
-
1,895
-
-
-
1,895
1,895
Total
788,386
251,896
(380,092)
(1,955)
2,036
273
662,103
660,545
COMPANY
Year of
maturity
31.12.2022
31.12.2023
Book
value
New
Loans
Repayments
Interest
paid
Accrued
interest
expense
Unwinding
of issuance
expenses
Outstanding
nominal value
Book value
Bond Loan, € 250,000
2023
249,992
-
(250,000)
(289)
-
297
-
-
Bond Loan, € 200,000
2027
198,079
-
-
(758)
758
530
200,000
198,609
Bond Loan, € 300,000
2027
200,182
-
(30,000)
(627)
544
130
170,000
170,230
Corporate Bond Loan €
200,000
2024
99,681
-
(100,000)
(34)
-
354
-
-
Bond Loan, € 250,000
2026
-
250,000
-
-
333
(1,116)
250,000
249,218
Loan, € 20,000
2024
20,109
-
-
(109)
134
-
20,000
20,134
Loan, € 10,000
2024
10,055
-
-
(55)
67
-
10,000
10,067
Overdraft, € 15,000
-
1
-
-
-
-
1
1
Total
778,099
250,002
(380,000)
(1,872)
1,836
195
650,002
648,259
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
The weighted average interest rate of the Group and the Company for the year ended 31.12.2023 stands
at 2.70% and 2.54% respectively (31.12.2022: 2.22% for both, Group and Company).
During the current period the following transactions took place:
• On 06.02.2023, the Company proceeded with an early repayment of € 100,000 of its bond loan of
a total nominal amount of € 200,000. The residual € 100,000 remains undrawn.
• On 15.03.2023, the Company proceeded with a repayment of € 250,000 of its bond loan and which
was refinanced by a new bond loan of the same amount with maturity date on 15.03.2026.
• On 04.05.2023, a Company’s loan agreement of amount € 100,000 expired. The relevant
agreement was initially signed on 04.05.2020 and remained undrawn during the entire period.
• On 12.05.2023, the Company proceeded with a capital repayment of € 30,000 of its bond loan of €
300,000 in accordance with the terms of the respective agreement.
As at 31.12.2023, the Group and the Company have total undrawn borrowing facilities of € 210,000 and €
200,000, respectively, out of which € 110,000 for the Group and € 100,000 for the Company, expire within
one year and € 100,000 and € 100,000, respectively, expire beyond one year.
Additionally, as at 31.12.2023 the Group and the Company were in compliance with the financial covenants
of their borrowing facilities.
Finally, all agreements of the Group and the Company are unsecured.
23. Employee benefit plans
The analysis of employee benefit plans is as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Short term Incentive Scheme
3,508
3,464
1,501
3,464
Total current employee benefit plans
3,508
3,464
1,501
3,464
Long term Incentive Scheme
2,382
1,732
2,382
1,732
Defined Benefit Plan
1,142
1,070
993
939
Total non-current employee benefit
plans
3,524
2,802
3,374
2,670
Total employee benefit plans
7,032
6,266
4,875
6,134
Long Term Incentive Schemes
• The 20th Ordinary General Meeting of the Company, following a recommendation of the
Remuneration and Nomination Committee and in accordance with article 109 of Law 4548/2018, as
in force and the Company Remuneration Policy, on 22.05.2019, approved a Long term incentive
scheme with distribution of part of the Company’s net profits to Executive Members of the BoD and
other Key Management Personnel of the Company. The targets relate to (a) the EBITDA of the
Company for the 3 year period (2020-2022) and (b) the total shareholders’ return (TSR). Based on the
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[Strictly Confidential]
scheme’s provisions the 2/3 of the liability were paid in August 2023, while the 1/3 is expected to be
paid within January 2024.
• The 23rd Ordinary General Meeting of the Company, following a recommendation of the
Remuneration and Nomination Committee and in accordance with article 109 of Law 4548/2018, as
in force and the Company Remuneration Policy, on 27.04.2023, approved a long term incentive
scheme with distribution of part of the Company’s net profits to Executive Members of the BoD and
other Key Management Personnel of the Company. The program’s duration is 3 years, for the period
2023-2025 and the targets relate to a. the EBITDA of the Company for the 3 year period, b. the total
shareholders’ return (TSR), c. the GGR of the Company for the 3 year period, and d. specific non-
financial measures of the Group sustainability and ESG metrics for the 3 year period.
Defined Benefit Plan
Under Greek labor law (L.2112/1920), employees are entitled to a retirement plan in the form of a lump-
sum payment with the amount of payment varying in relation to the employee's compensation and length
of service. The 31.12.2023 and 31.12.2022 liability arising from the above obligation is calculated by an
independent firm of actuaries using actuarial valuation methods, which require the use of estimates (refer
also to Note 3.24).
The analysis of the defined benefit plan in the Statement of Financial Position is as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Opening balance
1,070
952
939
849
Current service cost
252
232
208
196
Interest cost
19
6
17
5
Settlement cost (result)
2,103
1,636
2,026
1,477
Total amount recognised in Income
Statement
2,374
1,874
2,251
1,678
Actuarial loss arising from demographic
assumptions
-
40
-
35
Actuarial (gain)/loss arising from
financial assumptions
(187)
(73)
(161)
(62)
Actuarial (gain)/loss arising from
experience adjustment
121
15
121
16
Total amount recognised in other
comprehensive income
(65)
(18)
(40)
(11)
Payments made
(2,237)
(1,738)
(2,157)
(1,578)
Closing balance
1,143
1,069
993
939
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
The principal actuarial assumptions used in the actuarial valuations as at 31.12.2023 and 31.12.2022 are
the following:
31.12.2023
31.12.2022
Discount rate
3.59%
1.80%
Expected salary increase percentage
2.10%
2.20%
Average service in the company
2.48-16.95
5.66-15
Inflation rate
2.10%
2.20%
The estimated service cost for the next fiscal year amounts to € 216 for the Company and € 264 for the
Group.
The following table shows the actuarial liability of the Group and the Company if the discount rate was 0.5%
higher or lower than that which has been used and the corresponding actuarial liability if the expected rate
of salary increase was 0.5% higher or lower than the one used:
Sensitivity analysis (Group)
Actuarial
liability
Percentage
change
Increase in discount rate by 0.5%
1,098
(4%)
Decrease in discount rate by 0.5%
1,188
4%
Increase of the expected wages' rate by 0.5%
1,187
4%
Decrease of the expected wages' rate by 0.5%
1,098
(4%)
Sensitivity analysis (Company)
Actuarial
liability
Percentage
change
Increase in discount rate by 0.5%
955
(4%)
Decrease in discount rate by 0.5%
1,032
4%
Increase of the expected wages' rate by 0.5%
1,033
4%
Decrease of the expected wages' rate by 0.5%
954
(4%)
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[Strictly Confidential]
24. Other non-current liabilities
Other non-current liabilities are analyzed as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Grants
-
415
-
-
Payouts to winners
2,128
1,326
-
-
STOIXIMAN LTD liability to the Hellenic
Gaming Commission
-
1,250
-
-
Other liabilities
183
150
-
-
Total
2,312
3,141
-
-
The balance of “Payouts to winners” relates to the long term payout to winners of:
• Scratch games of HELLENIC LOTTERIES S.A. of € 1,373 as at 31.12.2023 (31.12.2022: € 1,326).
• 1
st
category of Lotto of € 755 as at 31.12.2023 (31.12.2022: € 0).
25. Trade payables
The analysis of the “Trade payables” is as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Suppliers (services, assets, etc.)
81,734
68,761
51,064
43,750
Payouts to winners
34,822
30,425
16,723
23,083
Unclaimed winnings
25,212
20,535
10,259
9,370
Players' e-wallet
24,700
20,444
6,661
3,681
SCRATCH payout provision
24,022
29,199
-
-
Other payables
1,386
1,172
463
497
Contract liabilities
9,625
11,147
2,525
3,948
Total
201,501
181,684
87,695
84,329
The “Suppliers (services, assets, etc.)” are non-interest bearing and are normally settled within 60 days for
both the Group and the Company.
The balance of “Suppliers (services, assets, etc.)” includes, among others, the liability to online affiliates
under Article 196 of L.4635/2019 and Article 10 of the Online regulation which as at 31.12.2023 amounts
to € 292 (31.12.2022: € 217) and € 22 (31.12.2022: € 60) for OPAP S.A. and STOIXIMAN LTD respectively.
During the current year OPAP S.A. cooperated with 46 affiliates and the respective expense amounts to €
3,035 (2022: € 2,093), while STOIXIMAN LTD cooperated with 55 affiliates and the respective expense
amounts to € 15,468 (2022: € 13,561).
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
The “Contract liabilities” for the gaming entities of the Group refer to amounts wagered for games or draws
that will be settled in the near future of € 9,174 (31.12.2022: € 10,867), while for the non-gaming entities
refer to unsatisfied performance obligations of € 451 (31.12.2022: € 280).
26. Provisions
The movement in “Provisions” is as follows:
GROUP
COMPANY
Balance as at 31.12.2022
10,822
10,820
Provisions of the period
2,743
2,700
Provision reversal
(989)
(989)
Used provision
(286)
(286)
Balance as at 31.12.2023
12,291
12,244
Provisions for the Company and the Group are recognised primarily when it is more likely than not an
outflow of resources will be required in the future to settle a contingent obligation arising from lawsuits
and claims by third parties, agents and employees against the Company.
The current status of outstanding litigation is regularly reviewed and updated by the Company’s Legal
Counsel who estimates that the legal claims for which a negative outcome is probable, including interest,
is € 11,808 for the Company and € 11,855 for the Group, as at 31 December 2023. The maximum exposure
as at 31 December 2023 of these claims for the Company amounts to € 27,140 and for the Group to €
27,281.
The balance of the provision as at 31.12.2023 and 31.12.2022 is analysed as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Labor disputes
1,201
1,358
1,201
1,358
Lawsuits from individuals or legal
entities
11,089
9,464
11,043
9,461
Total provision
12,291
10,823
12,244
10,820
Additionally, the above balance of the provision as at 31.12.2023 includes interest estimation by the
Company’s Legal Counsel of € 5,832 (31.12.2022: € 4,656) for the Company and € 5,834 for the Group
(31.12.2022: € 4,657).
There are no other pending or outstanding court or other administrative authorities’ resolutions related to
the Company or the Group that we are aware of that might have a material effect on the Group’s and the
Company’s Financial Statements.
OPAP S.A. Annual Financial Report 2023
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27. Other current liabilities
The analysis of the “Other current liabilities” is as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Donations
981
921
981
921
Sponsorships
10,886
10,664
419
774
Guarantee deposits from agents
10,523
10,464
7,763
7,739
Wages and salaries
9,572
10,930
8,542
9,997
Dividends payable
2,533
2,302
2,533
2,302
Capital return to the Shareholders
412
282
412
282
Accrued expenses
26,684
19,763
13,302
8,204
Insurance contributions payable
3,533
3,012
2,583
2,328
Provision stipulated under the Concession
Agreement of HELLENIC LOTTERIES S.A.
-
70,668
-
-
GGR contribution and other levies and
duties payable
59,569
42,247
17,309
15,304
Other taxes (withholding, VAT)
28,926
25,228
14,002
12,101
STOIXIMAN LTD liability to the Hellenic
Gaming Commission
1,250
1,250
-
-
Additional consideration for the
acquisition of STOIXIMAN LTD
-
13,971
-
-
Default interest related to HELLENIC
LOTTERIES S.A. Minimum Annual Fee
2020-2022
11,891
-
-
-
Other liabilities
6,712
5,078
2,126
1,664
Total
173,469
216,781
69,971
61,617
The “Guarantee deposits from agents” represent:
• the amount placed on deposit to jointly secure agents’ obligations (the guarantee is paid back when
the agent returns the licence);
• the amount paid in order for the credit limit to be raised.
The balance of “Accrued expenses” refers to expenses incurred in the current period, which have not yet
been invoiced at the reporting date.
The “GGR contribution and other levies and duties payable” refer to the amounts resulting from a month’s
gaming activity which are payable during the next month. Its balance mainly includes an amount of € 16,137
as at 31.12.2023 (31.12.2022: € 10,135) which represents the difference between the actual amounts of
contributions paid on the net revenues (GGR) of HELLENIC LOTTERIES S.A. for the fiscal year 2023 and the
minimum amount required by the Concession Agreement of € 50,000, which will be paid during the first
quarter of 2024.
OPAP S.A. Annual Financial Report 2023
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The balance of the “Provision stipulated under the Concession Agreement of HELLENIC LOTTERIES S.A.” of
€ 70,668 as at 31.12.2022 represented the difference between the actual amounts of contributions paid on
the net revenues (GGR) of HELLENIC LOTTERIES S.A. for the fiscal years 2020, 2021 and the 5-month period
of 2022 and the minimum amount required by the Concession Agreement of € 50,000. HELLENIC LOTTERIES
S.A. has raised a claim against the payment of the minimum amount for the aforementioned periods due
to the impact of the State imposed COVID-19 restrictions and has appealed to the London Court of
International Arbitration. On 12.09.2023 the London Court of International Arbitration (the “LCIA”) issued
its Final Award and rejected the Request for Arbitration filed by HELLENIC LOTTERIES S.A. against the
Hellenic Republic and the Hellenic Asset Development Fund (HRADF), and HELLENIC LOTTERIES S.A. paid on
02.10.2023, with reservation to the Hellenic Republic, the aforementioned disputed amount of € 70,668.
The balance of the “Default interest related to HELLENIC LOTTERIES S.A. Minimum Annual Fee 2020-2022”
refers to the additional liability of HELLENIC LOTTERIES S.A. to the Greek State amounting to € 11,891 and
relates to the default interest resulting from the overdue payment of the disputed Minimum Annual Fee
for the years 2020, 2021 and 2022.
As far as the “Additional consideration for the acquisition of STOIXIMAN LTD” is concerned, on 05.04.2023
OPAP INVESTMENT LTD paid the amount of € 14,063, which included the remaining liability of the premium
amount of € 13,971 as at 31.12.2022, increased by the 2023 discounting impact of € 92.
28. Dividends and Share Capital Return
Dividend distribution for the year 2022 & Capital return
The Company's Board of Directors, during its meeting on 14.03.2023, decided to propose the distribution
of a gross amount of € 360,594 or € 1.00 per share (in absolute amount) as final dividend for the fiscal year
2022, of which € 0.30 per share (in absolute amount) had already been paid as interim dividend in
November 2022.
The Company's Annual General Meeting (“AGM”) of the Shareholders of the Company, dated 27.04.2023,
approved the above mentioned distribution and the total dividend amounted to € 253,059 or € 0.70 per
share (in absolute amount), out of which shareholders who were eligible to receive € 105,854 exercised
their option and participated in the dividend reinvestment program. The remaining amount of € 147,002
was paid in cash until 31.12.2023.
In addition to the dividend distribution, the Company’s AGM, dated 27.04.2023, decided the increase of the
share capital of the Company by the amount of € 163,504, through capitalization of an equal amount from
the share premium reserve and the increase of the nominal value of each share of the Company by € 0.45
(in absolute amount) to be followed by a share capital return to Shareholders of an equivalent amount (€
163,504) through a reduction of the nominal value of each share of the Company by € 0.45 (in absolute
amount). An amount of € 163,367 has been paid in cash until 31.12.2023.
OPAP S.A. Annual Financial Report 2023
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As a result of the aforementioned share capital return of € 0.45 per share (in absolute amount), the value
of the already held treasury shares (1,829,624) decreased by € 823.
Interim dividend for the fiscal year 2023
The Company's Board of Directors decided, during its meeting on 31.08.2023, to distribute a gross amount
of € 368,233 (i.e. € 1.001771387 per share, in absolute amount) as interim dividend for the fiscal year 2023.
An amount of € 367,908 has been paid until 31.12.2023.
29. GGR contribution and other levies and duties
The respective expense is determined by the Concession Right held by the Group’s companies and a
summary of the applicable rates is disclosed as following:
Company
Licence
Rights of games
GGR Contribution and other levies
and duties rates
OPAP S.A.
Lottery & Betting
games
10-year extension of the
exclusive right until Oct.2030
30%
OPAP S.A.
Online games
7-year right until May.2028
35%
OPAP S.A.
VLTs
18-year exclusive right until
Jan.2035
30%
STOIXIMAN LTD
Online games
7-year right until Aug.2028
35%
HELLENIC LOTTERIES
S.A.
Passives &
Instants
12-year exclusive right until
Apr.2026
30% or minimum annual fee €
50,000
HORSE RACES SINGLE
MEMBER S.A.
Horse racing
landbased betting
20-year exclusive right until
Jan.2036
30%
OPAP CYPRUS LTD
Lottery & Betting
games
Agreement between Greek
Republic and Republic of Cyprus
approx. 17%
OPAP SPORTS LTD
Betting games
Class 'A' licence for the landbased
and Class 'B' licence for the
Online
13%
The GGR contribution of HELLENIC LOTTERIES S.A has been calculated at the minimum amount of € 50,000
per annum stipulated in the Concession Agreement.
30. Agents’ commission
For the Company, the agents’ commission is calculated as a percentage on the Net Gaming Revenue (NGR)
depending on the game, the sales channel and the targets achieved.
For the rest companies of the Group, the agents’ commission is calculated as a percentage on wagers
depending on the game and especially for HELLENIC LOTTERIES S.A, the sales’ channel (wholesalers, mini
markets, OPAP S.A. sales’ network etc.).
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
31. Other direct costs
The “Other direct costs” are incurred by the entities of the Group which operate in the gaming sector only,
and their level is directly connected with the level of the gaming activity.
The analysis of the respective category is as follows:
GROUP
COMPANY
Year that ended on December 31,
2023
2022
2023
2022
Fees to system providers
114,504
100,755
74,952
68,574
Financial institutions fees
43,016
35,187
3,981
2,855
Online affiliation fees
18,570
15,664
3,035
2,093
Total
176,090
151,605
81,968
73,522
32. Revenue from non-gaming activities
The analysis of the Revenue from non-gaming activities is as follows:
GROUP
COMPANY
Year that ended on December 31,
2023
2022
2023
2022
Commission on New Year's Eve Lottery
2,871
1,955
-
-
Revenues from prepaid cards, mobile top-ups,
bill payments and acquiring services
72,872
81,379
-
-
Revenue from IT services
16,898
13,789
-
-
Management fees
-
-
33,045
32,428
Income from leases
4,932
4,718
4,727
4,440
Income from services provided to land-based
sales’ network
7,182
7,344
7,182
7,344
Other income
18,867
19,833
4,445
3,900
Total
123,622
129,018
49,398
48,113
The “Commission on New Year's Eve Lottery” refers to the commission that HELLENIC LOTTERIES S.A. is
entitled to receive regarding the operation and conduction of the relevant draw at the last day of each year
and equals to 17% on the amounts wagered.
The “Revenues from prepaid cards, mobile top-ups, bill payments and acquiring services” refer to revenues
from TORA DIRECT SINGLE MEMBER S.A. and TORA WALLET SINGLE MEMBER S.A. and includes the
following:
• an amount of € 58,666 (2022: € 67,982) related to revenues where the aforementioned subsidiaries
act as principals,
• an amount of € 5,439 (2022: € 5,307) related to commissions where the subsidiaries act as agents,
• an amount of € 7,667 (2022: € 8,091) refers to commission from bill payments services, and finally,
• an amount of € 1,100 (2022: € 0) refers to commission from electronic payment solutions (acquiring
services).
OPAP S.A. Annual Financial Report 2023
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The ”Revenue from IT services” relates to the revenue of NEUROSOFT S.A. for the provision of IT services
and consulting and the sale of software and other technological products.
The Company’s “Management fees” mainly include Service Level Agreements (“SLA”) fees from its
subsidiaries OPAP CYPRUS LTD, HELLENIC LOTTERIES S.A. and HORSE RACES SINGLE MEMBER S.A. which are
eliminated for Group purposes.
Finally, the current period’s “Other income” of the Group includes, among others, an amount of € 13,403
(2022: € 0) relating to the cessation of the Greek horse races and the decision to terminate the Lease
Agreement of Markopoulo Racecourse prematurely (comparing with the contractual end day of the
Concession Agreement), an amount of € 1,194 (2022: € 1,288) relating to income from sales of PLAY Gaming
Halls and OPAP Stores construction, and an amount of € 2,854 (2022: € 2,803) which represents one-off
income and income from reversal of accruals.
33. Income related to the extension of the concession of the exclusive
right 2020-2030
As per the Supplementary agreement between the Company and the Hellenic Republic Asset Development
Fund (HRADF) dated 12.12.2011 and its subsequent amendment on 29.04.2013 relating to the Company’s
10-year extension of the exclusive right up to 12.10.2030, a proportion equal to 80% of the absolute
consideration for the extension which amounted to € 375,000 in total represents a GGR contribution
prepayment of the Company for the extended period. This 80% proportion of the Absolute consideration
equals to € 300,000 the future value of which was defined at the time that the extension was entered into
at € 1,831,200 to be allocated to the 10 years of the extension. For 2023 the portion of the prepaid
contribution of € 1,831,200, adjusted for any corporate tax impact, amounts to € 232,577 (2022: € 230,153)
and has been incorporated as an expense under “GGR contribution and other levies and duties” and
simultaneously, as an income under “Income related to the extension of the concession of the exclusive
right 2020-2030” in the Income Statement.
34. Cost of sales related to non-gaming activities
The "Cost of sales related to non-gaming activities” of the Group in 2023:
• includes the consumption of TORA DIRECT SINGLE MEMBER S.A. phone cards amounting to €
57,067 (2022: € 66,030);
• the cost of the sold PLAY Gaming Halls of OPAP S.A. of € 402 (2022: € 183);
• the consumption of NEUROSOFT S.A. goods of € 7,427 (2022: € 5,441) for the production and
development of software and IT systems.
OPAP S.A. Annual Financial Report 2023
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35. Payroll expenses
The analysis of the “Payroll expenses” of the Company and the Group is as follows:
GROUP
COMPANY
Year that ended on December 31,
2023
2022
2023
2022
Wages and salaries
69,527
65,387
52,346
52,401
Social security costs
13,431
12,902
10,099
10,163
Other staff costs
4,096
2,371
3,120
1,621
Employee benefit plans
2,634
2,333
2,590
2,286
Termination compensations
2,103
1,511
2,026
1,459
Total
91,791
84,503
70,181
67,930
The number of employees of the Company as at 31.12.2023 and 31.12.2022 is 1,249 and 1,185 respectively,
while the employees of the Group at the same dates are 1,865 and 1,677 respectively.
Other staff costs of the Group and the Company include € 506 (2022: € 0) for the employer’s contributions
of the pension plan introduced in September 2023.
36. Marketing expenses
The analysis of the “Marketing expenses” is as follows:
GROUP
COMPANY
Year that ended on December 31,
2023
2022
2023
2022
CSR
2,116
2,149
1,534
1,711
Sponsorships
36,651
30,539
11,048
9,889
Advertising
84,590
79,012
39,407
38,533
Total
123,356
111,700
51,988
50,133
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
37. Other operating expenses
The analysis of the “Other operating expenses” is as follows:
GROUP
COMPANY
Year that ended on December 31,
2023
2022
2023
2022
IT related costs
39,655
37,353
34,292
31,444
Utilities & Telecommunication costs
12,999
13,489
12,010
12,181
Rentals
941
853
685
527
Professional fees
67,286
65,126
21,250
20,341
Hellenic Competition Commission fine
25,152
-
25,152
-
Subscriptions
3,687
3,358
2,925
2,633
Financial support to the agents
77
1,620
77
1,620
Insurance expenses
1,806
1,781
1,455
1,422
Consumables
2,959
2,640
2,253
1,795
Travelling expenses
4,101
3,172
2,559
2,394
Repair and maintenance
1,904
2,486
780
1,383
Other
30,851
30,658
12,412
12,515
Inventory consumption
6,711
5,006
6,299
4,597
Total
198,130
167,543
122,148
92,850
The Group “IT related costs” in 2023, among others, include fees for technological support of information
systems (other than gaming platforms) of € 2,794 (2022: € 3,327), repair and maintenance of € 14,738
(2022: € 12,768) and use of software licences of € 20,850 (2022: € 20,287) out of which the amount of €
14,022 (2022: € 13,213) comes from STOIXIMAN LTD.
The “Rentals” classified under the other operating expenses refer to short term and variable leases which
are excluded from the IFRS 16 accounting treatment.
By virtue of the Hellenic Competition Commission’s (the “HCC”) decision No. 787/2022 on complaints
submitted by former agents of the Company and the civil association "Association of Professional Predictive
Gaming Agents" (SEPPP), communicated to OPAP S.A. on 29.09.2023, the HCC, inter alia, imposed on OPAP
S.A. a fine of € 25,152 for infringements found of articles 1 of Law 3959/2011, 101 TFEU and 2 of Law
3959/2011, 102 TFEU during the period 2017 – 2021. The fine was imposed by the HCC regarding the
provision of the secondary services that are offered for bill payments and prepaid telecom cards provided
by OPAP S.A.’s agencies through OPAP Group’s companies TORA WALLET SINGLE MEMBER S.A. and TORA
DIRECT SINGLE MEMBER S.A. respectively. OPAP S.A. categorically denies the practices attributed to it and
considers the above HCC’s decision fully baseless, having taken a public position on the issue with its
Regulatory Announcement dated 29.09.2023. In this context, OPAP S.A. has appealed against HCC’s
decision no. 787/2022 before the competent administrative courts.
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
The Group subcategory “Other” in 2023 includes a wide range of expenses, operating or not, such as, legal
fees of € 3,456 (2022: € 7,411), Cypriot agents VAT of € 4,444 (2022: € 4,349), taxes (other than Income tax)
of € 2,594 (2022: € 2,350), market research expenses € 1,077 (2022: € 1,178), etc..
38. Finance income / (costs)
The analysis of the “Finance income and costs” is as follows:
GROUP
COMPANY
Year that ended on December 31,
2023
2022
2023
2022
Interest expense on lease obligations
(1,943)
(1,766)
(676)
(668)
Interest and expenses of borrowings
(22,160)
(27,279)
(20,687)
(26,966)
Default interest related to HELLENIC
LOTTERIES S.A. Minimum Annual Fee 2020-
2022
(11,891)
-
-
-
Other finance costs
(4,952)
(4,856)
(3,444)
(1,725)
Capital cost of employee benefit plans
(19)
(6)
(17)
(5)
Remeasurement of the discounting interest of
receivables and payables
(286)
(7,080)
(234)
(7,035)
Finance cost
(41,250)
(40,986)
(25,058)
(36,399)
Bank deposits
11,383
146
5,309
68
Interest income from loans' receivables
2
189
276
154
Other finance income
105
175
90
104
Remeasurement of the discounting interest of
receivables
9,442
240
9,415
147
Discounting interest of payables
211
141
117
-
Finance income
21,143
890
15,208
474
Net finance costs
(20,107)
(40,096)
(9,850)
(35,925)
The “Remeasurement of the discounting interest of receivables” income for both the Group and the
Company includes primarily the discounting of the accrued receivable related to the licence extension 2020-
2030 of € 9,415 (2022: expense € 7,035).
The current’s period discounting resulted in finance income due to the reduction of the nominal GGR
contribution receivable versus the prior year balance by € 22,229 (see also Note 12), while the prior period’s
remeasurement resulted in a finance expense due to the significant increase of the interest rate used for
discounting.
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39. Dividend income
The Company recognised dividend income from subsidiaries in 2023 of € 182,500 (2022: € 7,000).
Specifically, the dividend from OPAP INVESTMENT LTD in 2023 amounted to € 175,000 (2022: € 0) and was
received on 16.05.2023, from OPAP CYPRUS LTD amounted to € 5,000 (2022: € 5,000) and was received on
18.01.2024 and finally, from OPAP SPORTS LTD was € 2,500 (2022: € 2,000) and was received on 22.08.2023.
40. Income tax expense
The income tax charged to the Income Statement and Other Comprehensive Income for the years ended
31.12.2023 and 31.12.2022 is analysed as follows:
Amounts recognized in the Income statement
GROUP
COMPANY
Year that ended on December 31,
2023
2022
2023
2022
Corporate income tax
(136,575)
(135,360)
(108,432)
(101,212)
Deferred tax
(19,381)
8,145
(2,798)
(1,257)
Income tax expense
(155,956)
(127,215)
(111,231)
(102,468)
Effective tax rate
27.4%
17.6%
17.2%
22.0%
Amounts recognised in other comprehensive income
GROUP
COMPANY
Year that ended on December 31,
2023
2022
2023
2022
Deferred tax
(14)
(345)
(9)
(343)
Total
(14)
(345)
(9)
(343)
The corporate income tax rate in Greece is 22%, in Cyprus is 12.5% and in Malta is 35%.
The tax losses of certain Group’s entities incurred in 2023 amount to € 31,425 (2022: € 24,651). Based on
the approved business plans and the management estimations, it is not likely for these Group entities to
generate taxable income in the foreseeable future and no deferred tax asset was recognised.
Tax losses can be offset against future taxable earnings over the next 5‐year period.
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
A reconciliation between the income tax expense and the accounting profit before tax multiplied by tax
rates in force in Greece (22% for both 2023 and 2022) is as follows:
GROUP
COMPANY
Year that ended on December 31,
2023
2022
2023
2022
Profit before tax
570,093
723,251
648,334
466,112
Tax calculated at the Company's statutory tax
rate (22%)
(125,420)
(159,115)
(142,634)
(102,545)
Tax adjustments in respect of:
Effect of different tax rates in other countries
(12,261)
16,619
-
-
Tax effect of non-deductible expenses
(7,893)
(4,089)
(9,223)
(2,974)
Tax effect of non-taxable income
692
17,307
40,988
1,678
Effect of unrecognized deferred tax asset on
tax carry forward losses
(23,041)
(2,543)
-
-
Tax relating to prior periods
(523)
576
(362)
831
Tax refund from Maltesian tax authorities
12,496
-
-
-
Effect of participating in share of profit of
associates
-
3,253
-
-
Other taxes
-
521
-
541
Other items for which no deferred tax is
recognized
(6)
255
-
-
Income tax expense
(155,956)
(127,215)
(111,231)
(102,468)
The Group is within the scope of the OECD Pillar Two model rules. In December 2021, the Organisation for
Economic Co-operation and Development (OECD) released the Pillar Two model rules (the Global AntiBase
Erosion Proposal, or ‘GloBE’) to reform international corporate taxation. Large multinational enterprises
within the scope of the rules are required to calculate their GloBE effective tax rate for each jurisdiction
where they operate.
Under the legislation, the Group is liable to pay a top-up tax for the difference between their GloBE effective
tax rate per jurisdiction and the 15% minimum rate.
Greece is about to implement the legislation , according to the GloBE regulations and the corresponding EU
directive 2022/2523. The Greek legislation is expected to be enacted within the year 2024. The same applies
to other jurisdictions in which the Group operates – either the legislation process is ongoing at the reporting
date or has even been completed.
Pillar Two legislation will come into effect from 1 January 2024. Since the Pillar Two legislation was not
effective at the reporting date, the Group has no related current tax exposure. The Group applies the
exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar
Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.
The Group is in the process of assessing its exposure to the Pillar Two legislation for when it comes into
effect.
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
Due to the complexities in applying the legislation and calculating GloBE income, the quantitative impact of
the enacted or substantively enacted legislation is not yet reasonably estimable.
41. Earnings per share
The basic earnings per share are calculated as follows:
GROUP
COMPANY
Year that ended on December 31,
2023
2022
2023
2022
Net profit attributable to the shareholders
of the Company
408,316
592,334
537,104
363,644
Weighted average number of ordinary
shares
364,691,483
354,457,513
364,691,483
354,457,513
Basic and diluted earnings per share (in €)
1.1196
1.6711
1.4728
1.0259
Basic and diluted earnings per share are the same, as the Company has no dilutive potential categories.
The weighted average number of shares is calculated as follows:
31.12.2023
31.12.2022
Issued ordinary shares at 1 January
363,341,859
352,856,287
Effect of treasury shares held
(2,112,090)
(1,829,624)
Effect of new shares issuance
3,461,715
3,430,850
Weighted-average number of ordinary
shares
364,691,483
354,457,513
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42. Related party disclosures
The Group’s Financial Statements for the year 2023 were consolidated by Allwyn International a.s..
The term “related parties” includes not only the Group’s companies, but also companies in which the parent
participates in their share capital with a significant percentage, companies that belong to parent’s main
shareholders, companies controlled by members of the BoD or key management personnel, as well as close
members of their family.
The Group’s and the Company’s income and expenses for the years of 2023 and 2022 as well as the balances
of receivables and payables for the same period that have arisen from related parties’ transactions, as
defined by IAS 24, as well as their relevant figures are analysed as follows:
COMPANY
Expenses & Assets’
Purchases
Income
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
OPAP SPORTS LTD
-
-
2,500
2,000
OPAP CYPRUS LTD
829
828
33,254
32,591
OPAP INVESTMENT LTD
-
-
175,000
-
HELLENIC LOTTERIES S.A.
-
-
4,817
4,677
HORSE RACES SINGLE MEMBER S.A.
31
9
284
264
TORA DIRECT SINGLE MEMBER S.A.
291
298
264
281
TORA WALLET SINGLE MEMBER S.A.
1,263
720
346
239
NEUROSOFT S.A.
10,419
9,328
-
-
Total
12,833
11,181
216,465
40,053
COMPANY
Receivables (excl. loans)
Payables (excl. loans)
31.12.2023
31.12.2022
31.12.2023
31.12.2022
OPAP CYPRUS LTD
20,870
12,638
1,099
11,549
HELLENIC LOTTERIES S.A.
5,292
5,395
29
25
HORSE RACES SINGLE MEMBER S.A.
372
352
4
12
TORA DIRECT SINGLE MEMBER S.A.
37
94
31
115
TORA WALLET SINGLE MEMBER S.A.
555
379
318
235
NEUROSOFT S.A.
5
1,103
2,363
2,704
Total
27,131
19,961
3,843
14,638
The Company's income from transactions with related parties mainly refers to income from royalties and
supporting services, while the respective expenses mainly refer to IT related costs.
The “Income” from related parties shown in the above table includes € 175,000, € 5,000 (out of € 33,254)
and € 2,500 of dividend income for the financial year 2022 from OPAP INVESTMENT LTD, OPAP CYPRUS LTD
and OPAP SPORTS LTD, respectively.
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
GROUP
Expenses & Assets’
Purchases
Income
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
Related party balances and transactions
not eliminated for consolidation
purposes
38,092
34,114
592
205,063
Total
38,092
34,114
592
205,063
GROUP
Receivables
Payables
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Related party balances and transactions
not eliminated for consolidation
purposes
7,012
133,498
4,486
2,573
Total
7,012
133,498
4,486
2,573
The balance of ”Receivables” of the Group as at 31.12.2023 mainly includes the Deferred consideration
from the disposal of KAIZEN GAMING LIMITED (Betano Business) of € 6,537 (31.12.2022: € 130,000).
The Group’s “Expenses” mostly relate to consulting fees.
COMPANY
Loans to subsidiaries
31.12.2023
31.12.2022
TORA WALLET SINGLE MEMBER S.A.
4,905
4,904
TORA DIRECT SINGLE MEMBER S.A.
2,386
2,807
Total
7,291
7,711
The movement of the Company’s receivables from “Loans to subsidiaries” is presented below:
COMPANY
31.12.2022
31.12.2023
Book value
New
Loans
Principal
received
Receipts of
previous year's
interest
Accrued
interest
income
Book value
TORA WALLET SINGLE
MEMBER S.A.
4,904
-
-
(4)
5
4,905
TORA DIRECT SINGLE
MEMBER S.A.
-
8,000
(8,000)
-
-
-
TORA DIRECT SINGLE
MEMBER S.A.
2,807
-
(420)
(7)
6
2,386
Total
7,711
8,000
(8,420)
(11)
11
7,291
The Group’s subsidiary TORA DIRECT SINGLE MEMBER S.A., in accordance with a decision by its Board of
Directors on 22.02.2023, issued a common bond loan of € 8,000, divided to 8,000 bonds of € 1 each and
OPAP S.A. subscribed for the whole amount. The respective loan was repaid on 22.09.2023.
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COMPANY
Loans from subsidiary
31.12.2023
31.12.2022
OPAP CYPRUS LTD
30,201
30,164
Total
30,201
30,164
The movement of the “Loans from subsidiary” is presented below:
31.12.2022
31.12.2023
Book value
Payments of
previous year's
interest
Accrued
interest
expense
Book value
Loan, € 20,000
20,109
(109)
134
20,134
Loan, € 10,000
10,055
(55)
67
10,067
Total
30,164
(164)
201
30,201
Additionally, the Company has granted total corporate guarantees of € 108,550 (2022: € 108,550) in favor
of HELLENIC LOTTERIES S.A., out of which the € 41,750 (2022: € 41,750) is a corporate guarantee for the
loan of HELLENIC LOTTERIES S.A. from Alpha bank, the € 62,625 (2022: € 62,625) is a guarantee to HRADF
and the € 4,175
(2022: € 4,175) relates to its overdraft bank account. Additionally, the Company has granted
corporate guarantees of € 4,132 (2022: € 4,132) in favor of HORSE RACES SINGLE MEMBER S.A. to HRADF
and up to € 3,000 (2022: € 3,000) for its overdraft bank account. Finally, the Company has granted corporate
guarantees of € 8,000 (2022: € 0) in favor of TORA WALLET SINGLE MEMBER SA, € 1,100 (2022: € 1,100) in
favor of OPAP SPORTS LTD and € 1,000 (2022: € 1,000) in favor of NEUROSOFT S.A..
The Company intends to provide financial support to any of its subsidiaries, if it is deemed necessary.
Senior members of Management have received the following remuneration:
MANAGEMENT PERSONNEL
GROUP
COMPANY
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
Salaries
8,231
8,339
6,548
8,291
Other compensations
60
27
60
27
Social security cost
277
250
272
250
Total
8,568
8,616
6,879
8,568
BOARD OF DIRECTORS
GROUP
COMPANY
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
Salaries
837
841
408
434
Social security cost
88
102
59
72
Total
925
944
467
507
It should be noted that Group key management personnel is comprised only by the Company’s executives.
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GROUP
COMPANY
Liabilities from BoD compensation &
remuneration
31.12.2023
31.12.2022
31.12.2023
31.12.2022
BoD and key management personnel
104
146
103
145
Total
104
146
103
145
All the above intercompany transactions have been dealt at arm’s length.
All the above inter-company transactions and balances have been eliminated in the consolidated Financial
Statements of the Group.
43. Other disclosures
Contingent liabilities
Tax liabilities
The companies of the Group which are incorporated in Greece were tax audited by their Certified Auditors
Accountants, according to the terms of article 82, par. 5 of the Law 2238/1994 and the article 65A, par. 1
of L. 4174/2013 that has been accordingly revised by L. 4262/2014, and received Tax Compliance Reports
without differences for the fiscal years until 2022.
In any case and according to POL. 1006/05.01.2016, Greek companies subject to the Tax Certificate process
are not excluded from a tax audit by tax authorities. Consequently, tax liabilities for these fiscal years are
not considered to be final. A possible tax audit may impose further taxes and fines, the amount of which is
not expected to be material. The right of the Greek State to audit and impose taxes and fines for the years
until 2017 has been elapsed.
Currently, the subsidiaries TORA WALLET SINGLE MEMBER S.A. and HORSE RACES SINGLE MEMBER S.A. are
under tax audit from the Greek tax authorities for the fiscal years 2020 & 2021 and 2019, respectively.
As far as the work of the Certified Auditors Accountants for the tax compliance report of the current year
is concerned, it should be noted that it is currently in progress and it will not have been finalized prior to
the publication of the annual Financial Statements. However, no material additional tax liabilities are
expected.
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Group companies’ outside Greece have not been tax audited for the below years:
Company’s Name
Fiscal Years
OPAP CYPRUS LTD
2018 – 2023
OPAP SPORTS LTD
2020 – 2023
OPAP INTERNATIONAL LTD
2018 – 2023
OPAP INVESTMENT LTD
2021 - 2023
STOIXIMAN LTD
2023
STOIXIMAN HOLDING LTD
2023
OPAP S.A. has appealed to the administrative courts, awaiting the hearing, for the imposition in 2014 of
additional taxes and surcharges for the fiscal year 2010 of a total amount of € 29,568. This amount has
already been paid to the respective authorities.
Legal liabilities
According to the Legal Counsel third party lawsuits against the Group and the Company have been filed of
a total claim of € 309,720 and € 308,944, respectively as at 31.12.2023 (31.12.2022: € 336,032 and €
335,082). However, no provision has been recorded as the outcome expected is positive for the Group and
the Company.
Off balance sheet assets and liabilities
The guarantees that the Group and the Company have received as well as granted in order to secure their
assets/liabilities are stated below:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Receivables securing
16,505
14,991
2,514
2,519
Guarantees received
16,505
14,991
2,514
2,519
Guarantees to HRADF
78,500
78,500
-
-
Other guarantees
61,476
54,020
126,782
118,782
Guarantees granted
139,976
132,520
126,782
118,782
It is noted that out of the total of the above guarantees to HRADF as of 31.12.2023, € 75,000 (31.12.2022:
€ 75,000) are related to HELLENIC LOTTERIES S.A. and € 3,500 (31.12.2022: € 3,500) to HORSE RACES SINGLE
MEMBER S.A. and refer to the obligations arising from the respective concession agreements.
The Company has granted total corporate guarantees as 31.12.2023 of € 108,550 (31.12.2022: € 108,550)
in favor of HELLENIC LOTTERIES S.A.. From this amount, € 41,750 (31.12.2022: € 41,750) is a corporate
guarantee for the loan of HELLENIC LOTTERIES S.A. from Alpha bank, € 62,625 (31.12.2022: € 62,625) is a
guarantee to HRADF regarding the minimum amount per annum stipulated in the Concession Agreement
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and € 4,175 (31.12.2022: € 4,175) relates to its overdraft bank account. Additionally, the Company has
granted corporate guarantees of € 4,132 (31.12.2022: € 4,132) in favor of HORSE RACES SINGLE MEMBER
S.A. to HRADF and up to € 3,000 (31.12.2022: € 3,000) for its overdraft bank account. Finally, the Company
has granted corporate guarantees of € 8,000 (2022: € 0) in favor of TORA WALLET SINGLE MEMBER SA, €
1,100 (2022: € 1,100) in favor of OPAP SPORTS LTD and € 1,000 (2022: € 1,000) in favor of NEUROSOFT S.A..
Other than that, the subsidiary HELLENIC LOTTERIES S.A. is committed to pay on an annual basis 30% of the
gross gaming revenue generated from the Greek State Lotteries (with the exception of the New Year’s
Lottery) to the Greek State; however such amount is not to be less than € 50,000 for the following years of
its operation. In addition, the subsidiary HORSE RACES SINGLE MEMBER S.A. is committed to allocate 1.5%
of the gross gaming revenue to the Jockey Club for its operational costs with a minimum annual allocation
of € 500 up to a limit of € 200,000 of total amounts wagered and 0.5% over this limit for the following years
of its operation.
44. Financial instruments and financial risk factors
Fair value and fair value hierarchy
The Group uses the three levels prescribed under the accounting standards for determining and disclosing
the fair value of financial instruments by valuing technique:
Level 1: quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2: valuation techniques for which all inputs which have a significant effect on the recorded fair value
are observable, either directly or indirectly.
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not
based on observable market data.
During the year there were no transfers between levels 1 and 2 for recurring fair value measurements, and
no transfers into and out of level 3 fair value measurement.
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The following tables present the carrying amount of the Group’s and the Company’s financial instruments
and their fair value:
GROUP
31.12.2023
Carrying
value
Level 1
Level 2
Level 3
Financial assets
Loans receivable
2,414
-
-
2,414
Trade receivables
107,352
-
-
107,352
Cash and cash equivalents
487,334
-
-
487,334
Other receivables of other non - current assets
76
-
-
76
Guarantee deposits
6,891
-
-
6,891
Accrued income
8,113
-
-
8,113
Deferred consideration from the disposal of
KAIZEN GAMING LIMITED (Betano Business)
6,537
-
-
6,537
Investments
4,106
-
-
4,106
Financial liabilities
Long term borrowings
586,569
183,274
-
390,357
Short term borrowings
73,976
-
-
75,144
Trade payables (excluding contracts' liabilities)
191,876
-
-
191,876
Lease liabilities
26,040
-
-
26,040
Other financial liabilities
58,096
-
-
58,096
GROUP
31.12.2022
Carrying
value
Level 1
Level 2
Level 3
Financial assets
Loans receivable
3,801
-
-
3,801
Trade receivables
102,871
-
-
102,871
Cash and cash equivalents
724,433
-
-
724,433
Other receivables of other non - current assets
375
-
-
375
Guarantee deposits
2,930
-
-
2,930
Accrued income
8,368
-
-
8,368
Deferred consideration from the disposal of
KAIZEN GAMING LIMITED (Betano Business)
130,000
-
-
130,000
Investments
3,634
-
-
3,634
Financial liabilities
Long term borrowings
506,679
190,081
-
315,320
Short term borrowings
281,707
-
-
282,277
Trade payables (excluding contracts' liabilities)
170,537
-
-
170,537
Lease liabilities
47,120
-
-
47,120
Other financial liabilities
64,688
-
-
64,688
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COMPANY
31.12.2023
Carrying
value
Level 1
Level 2
Level 3
Financial assets
Loans receivable
9,616
-
-
9,616
Trade receivables
53,760
-
-
53,760
Cash and cash equivalents
149,953
-
-
149,953
Guarantee deposits
919
-
-
919
Accrued income
4,348
-
-
4,348
Financial liabilities
Long term borrowings
586,454
183,274
-
390,233
Short term borrowings
61,804
-
-
61,919
Trade payables (excluding contracts' liabilities)
85,170
-
-
85,170
Lease liabilities
22,420
-
-
22,420
Other financial liabilities
24,591
-
-
24,591
COMPANY
31.12.2022
Carrying
value
Level 1
Level 2
Level 3
Financial assets
Loans receivable
11,406
-
-
11,406
Trade receivables
58,671
-
-
58,671
Cash and cash equivalents
247,796
-
-
247,796
Guarantee deposits
962
-
-
962
Accrued income
6,732
-
-
6,732
Financial liabilities
Long term borrowings
466,565
190,081
-
274,069
Short term borrowings
311,533
-
-
312,132
Trade payables (excluding contracts' liabilities)
80,381
-
-
80,381
Lease liabilities
19,563
-
-
19,563
Other financial liabilities
19,303
-
-
19,303
The fair value of long-term and short-term borrowings is based on either quoted market prices or on future
cash flows discounted. Due to the short maturities of the most of the above financial assets and financial
liabilities, their carrying amounts at the reporting date approximate the fair values.
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Risk related to political and economic conditions, as well as market conditions and developments in
Greece
In 2023, global economy started improving, driven by diminishing energy prices and improved business and
consumer sentiment The Greek economy continued its expansion in 2023, benefitting from higher
investment levels and solid private consumption, while is projected to continue growing above its long-
term potential in 2024, supported by European funds and the improvement of external environment. In
addition, prudent fiscal policy implementation and a growing tourism sector, were important growth
drivers in 2023 and are forecasted to maintain the positive momentum in 2024. The further normalization
of energy prices alongside the continuation of inflation deceleration, could prompt interest rate cuts by the
central banks significantly improving the outlook for the year. On the other hand, a prolonged period of
geopolitical tensions could weigh negatively on projected growth.
The Group’s activity is significantly affected by disposable income and private consumption, which in turn
are affected by the current economic conditions in Greece, such as the GDP, unemployment, inflation and
taxation levels. As such, a potential deterioration of the aforementioned indicators together with a decline
in economic sentiment and/or consumer confidence, could result in a decrease of the gaming related
frequency and spending of our customers.
The Group is following developments and monitoring customer behaviour for any signs of a long-term
decline in their gaming activity or spending, which would act as an impairment indicator for the respective
licences. The Group has considered the impact of the current macroeconomic environment on the
measurement of non-financial and financial assets. In measurement of non-financial assets, the Group used
adjusted cash flows projections based on the revised financial budgets to calculate the Value in Use (VIU),
i.e. the recoverable amount of the cash generating units. Revised budgets reflect the impact of the inflation
on GDP and private consumption along with emerging trends in gaming activity.
Management reassessed also the recoverability of trade and other receivables, included intergroup
receivables. Management assessed the impact of the economic environment has on the expected credit
losses (ECL) calculation and the effect of credit risk on the amount, timing and uncertainty of future cash
flows.
Management continually assesses the possible impact of any changes in the macroeconomic and financial
environment in Greece taking into consideration global economic developments, so as to ensure that all
necessary measures are taken in order to minimize any impact on the Group’s Greek operations.
Climate change risk
Both the Company and the Group are conscious of global climate change and environmental issues. Climate
risks pose challenges for our operations, including increased energy costs, energy and fuel price volatility,
energy supply interruptions, non-compliance with relevant environmental legislation and regulations, and
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potential damage to our facilities due to extreme weather incidents, resulting in possible reputational issues
and potential operational disruptions.
However, in our effort to contribute to the mitigation of such issues, we systematically work towards
minimizing our potential negative impact and proactively address risks throughout our operations. We
comply with current environmental legislation and relevant provisions, incorporate sustainable practices
and procedures, as well as conduct all necessary environmental impact assessments. Additionally, through
our Environmental and Energy Policy and relevant management systems (ISO14001, ISO50001), we are
committed to conducting business in an environmentally responsible way, acknowledging that the
protection of the environment, energy saving and the conservation of natural resources are integral parts
of responsible and sustainable business development.
Management has assessed the potential financial impacts relating to the identified risks. The following
considerations were made in respect of the financial statements:
• Impact of climate change is not expected to be material on the going concern period and the
viability of the group over the next years,
• The impact of climate change on factors (like useful lives and depreciation methods) that
determine the carrying value of non-current assets.
• The impact of climate change on forecasts of cash flows used in impairment assessments for the
value in use of non-current assets .
Management has exercised judgement in concluding that there are no further material financial impacts of
the Group’s climate change risks and opportunities on the consolidated financial statements.
Financial risk management
Management continually assesses the possible impact of any changes in the macroeconomic and financial
environment in Greece and Cyprus so as to ensure that all necessary actions and measures are taken in
order to minimize any impact on the Group’s operations. Based on its current assessment, it has concluded
that no additional impairment is required with respect to the Group’s financial and non-financial assets as
of 31.12.2023.
Next, we present the main risks and uncertainties which the Group is exposed.
Market risk
Market risk arises from the possibility that changes in market prices such as exchange rates and interest
rates affect the results of the Group and the Company or the value of financial instruments held. The
management of market risk consists in the effort of the Group and the Company to control their exposure
to acceptable limits.
The main risks that comprise market risk are described below:
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(i) Currency risk
Currency risk is the risk that the fair values or the cash flows of a financial instrument fluctuate due to
foreign currency changes. The Group operates in Greece and Cyprus and the vast majority of its income,
transactions, supplier agreements and costs are denominated or based in euro. Consequently, there is no
substantial foreign exchange currency risk. Additionally, the vast majority of Group’s cost base is, either
proportional to our revenues (i.e. payout to winners, agents commission, vendors revenue-based fees’) or
to transactions with domestic companies (i.e. IT, marketing).
(ii) Interest rate risk
The Group is exposed to interest rate risk through the impact of rate changes on interest-bearing liabilities
and assets.
Cash flow interest rate risk is the risk that changes in market interest rates will impact cash flows arising
from variable rate financial instruments. Borrowings at floating rates expose the Group to cash flow interest
rate risk.
Fair value interest rate risk is the risk that the fair value of a financial asset or liability will fluctuate because
of changes in market interest rates. However, the Group doesn’t have fixed rate financial assets and
financial liabilities which are remeasured to fair value.
The Group follows all market developments and acts in a timely manner when needed to ensure borrowing
are weighted based on its risk assessment and market expectations about future interest rates.
The existing debt facilities, as of 31.12.2023, stand at € 660,545 and € 648,258 for the Group and the
Company respectively.
On 31.12.2023, the exposure of the Group’s and the Company’s borrowings to interest rate changes is as
follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Fixed rate borrowings
618,056
648,254
618,056
678,418
Floating rate borrowings
42,489
140,133
30,202
99,681
Total
660,545
788,386
648,258
778,099
% Fixed rate borrowings
94%
82%
95%
87%
% Floating rate borrowings
6%
18%
5%
13%
The following table demonstrates the sensitivity to a change by 1.0% in interest rates, with all other
variables held constant, on floating rate borrowings to the income statement:
Impact on profit after tax
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Increase by 1%
(507)
(688)
(189)
(468)
Decrease by 1%
507
277
189
204
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Capital Management
The primary objective of the Group and the Company, relating to capital management is to ensure and
maintain strong credit ability and healthy capital ratios to support the business plans and maximize value
for the benefit of shareholders. The Group maintains a solid capital structure as depicted in the Net
Debt/EBITDA ratio of 0.27x as of 31.12.2023. In addition, it retains an efficient cash conversion cycle thus
optimizing the operating cash required in order to secure its daily operations, while diversifying its cash
reserves so as to achieve flexible working capital management.
The Group manages the capital structure and makes the necessary adjustments to conform to changes in
business and economic environment in which they operate. The Group and the Company in order to
optimize the capital structure, may adjust the dividend paid to shareholders, return capital to shareholders
or issue new shares.
The capital structure for the years 2023 and 2022 is as follows:
GROUP
COMPANY
Period that ended on December 31
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Long-term borrowings
586,569
506,679
586,454
466,565
Short-term borrowings
73,976
281,707
61,804
311,533
Long-term lease liabilities
19,527
39,328
16,762
13,959
Short-term lease liabilities
6,512
7,792
5,658
5,604
Total debt
686,585
835,506
670,678
797,662
Minus : Cash and cash equivalents
(487,334)
(724,433)
(149,953)
(247,796)
Minus : Short & long-term investments
(4,106)
(3,634)
-
-
Net debt
195,146
107,439
520,725
549,866
Total Equity
774,763
1,075,433
545,432
718,525
Profit before interest, tax, depreciation and
amortisation (EBITDA)
730,029
735,985
580,425
598,354
Total debt / Total Equity
88.6%
77.7%
123.0%
111.0%
Net debt / Profit before interest, tax,
depreciation, amortisation and impairment
(EBITDA)
0.27
0.15
0.90
0.92
Credit risk
The Group’s exposure to credit risk arises mainly from its operating activities and more specifically, it is
linked to the collection process from its sales network. The aforementioned process leaves the Group
exposed to the risk of financial loss if one of its counterparties/agents fails to meet its financial obligations.
In order to mitigate the aforementioned risk, OPAP established and implements a credit risk management
policy. The main characteristics of the policy are:
• The establishment of a Credit Committee responsible to approve and/or to make
recommendations to the BoD for credit risk related matters.
• The classification of agents based on a credit risk scoring model which is continuously updated.
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
• The establishment of credit limits per agent based on their individual credit ratings.
• The immediate suspension of operation in case of overdue amounts.
The carrying value of financial assets at each reporting date is the maximum credit risk to which the Group
is exposed.
Impairment of financial assets
The Group and the Company have the following types of financial assets that are subject to the expected
credit loss model:
• Trade receivables
• Loans receivable
• Short-term & long-term investments
• Guarantee deposits
• Other financial assets.
While cash and cash equivalents are also subject to the impairment under IFRS 9, the identified impairment
loss was not significant due to the fact that the cash and cash equivalents of the Group and the Company
are held at reputable European financial institutions.
The Group applies the IFRS 9 simplified approach to measure expected credit losses using a lifetime
expected loss allowance for all trade receivables. It is mentioned that the expected credit losses are based
on the difference between the cash inflows, which are receivable, and the actual cash inflows that the
Group expects to receive. All cash inflows in delay are discounted.
The remaining financial assets are considered to have low credit risk, therefore the Group applies the IFRS
9 general approach and the loss allowance was limited to 12 months expected losses.
Assets subject to credit risk as at the date of the Statement of Financial Position are analyzed as follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Financial Assets Categories
Loans receivable
2,414
3,801
9,616
11,406
Trade receivables, net of the impairment loss
allowance
107,352
102,871
53,760
58,671
Cash and cash equivalents
487,334
724,433
149,953
247,796
Other receivables of other non - current
assets
76
375
-
-
Guarantee deposits
6,891
2,930
919
962
Accrued income
8,113
8,368
4,348
6,732
Deferred consideration from the disposal of
KAIZEN GAMING LIMITED (Betano Business)
6,537
130,000
-
-
Investments
4,106
3,634
-
-
Total
622,822
976,411
218,596
325,568
OPAP S.A. Annual Financial Report 2023
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[Strictly Confidential]
The only financial assets in the above table that are overdue are doubtful trade receivables. The latter,
along with receivables from agents are also impaired. Both these categories are included in Trade
Receivables (see Note 15) and are covered through loss allowance.
The loss allowance for trade receivables as at 31 December reconcile to the opening loss allowance as
follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Opening balance
28,215
44,260
22,237
38,655
Increase in loss allowance
309
1,199
128
826
Write offs
(7,771)
(17,244)
(7,771)
(17,244)
Transfer from other current assets
133
-
133
-
Closing balance
20,886
28,215
14,727
22,237
The loss allowance for other current assets as at 31 December reconcile to the opening loss allowance as
follows:
GROUP
COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Opening balance
397
397
397
397
Transfer to trade receivables
(133)
-
(133)
-
Closing loss allowance
264
397
264
397
During the year, the following losses were recognised in income statement in relation to impaired financial
assets:
Net impairment losses on financial assets
GROUP
COMPANY
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
Impairment losses on short term trade
receivables
(309)
(1,199)
(128)
(826)
Write-off of short term trade receivables
(36)
(165)
(36)
(165)
Total
(344)
(1,364)
(163)
(991)
Liquidity risk
The liquidity risk consists of the Group's potential inability to meet its financial obligations. The Group
manages liquidity risk by performing a detailed forecasting analysis of the inflows and outflows of the Group
on a yearly basis.
The aforementioned exercise takes into account:
• Revenues forecast based on expected payout ratios of the games
• Tax obligations and other financial commitment towards the government
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
• Financial obligations arising from the Group’s loan portfolio
• Operating Expenses
• Capital Expenditure
• Extraordinary inflows and outflows
The Group liquidity position is monitored on a daily basis from the Treasury Department and if needed
makes recommendations to the CFO and the Board of Directors to assure no cash shortfalls.
The maturity analysis of the undiscounted contractual payments of the financial liabilities of the Group and
the Company is as follows:
GROUP
Short Term
Long Term
Total
contractual
cash flows
31.12.2023
Within 6
months
6 to 12
months
1 to 2
years
2 to 5
years
Over 5
years
Long term borrowings
-
-
40,115
550,000
-
590,115
Short term borrowings
30,000
41,988
-
-
-
71,988
Trade payables (excluding
contracts' liabilities)
172,960
24,022
-
-
-
196,982
Lease liabilities
3,701
3,583
6,766
10,703
3,526
28,279
Other financial liabilities
35,198
20,586
534
766
1,283
58,367
Total
241,859
90,180
47,414
561,469
4,808
945,731
GROUP
Short Term
Long Term
Total
contractual
cash flows
31.12.2022
Within 6
months
6 till 12
months
1 to 2
years
2 to 5
years
Over 5
years
Long term borrowings
-
-
170,092
340,115
-
510,206
Short term borrowings
280,000
92
-
-
-
280,092
Trade payables (excluding
contracts' liabilities)
141,338
29,199
-
-
-
170,537
Lease liabilities
4,790
4,679
7,828
17,161
21,222
55,680
Other financial liabilities
35,745
20,131
1,550
621
733
58,780
Total
461,873
54,101
179,470
357,896
21,955
1,075,295
COMPANY
Short Term
Long Term
Total
contractual
cash flows
31.12.2023
Within 6
months
6 till 12
months
1 to 2
years
2 to 5
years
Over 5
years
Long term borrowings
-
-
40,000
550,000
-
590,000
Short term borrowings
30,000
30,001
-
-
-
60,001
Trade payables (excluding
contracts' liabilities)
84,718
-
-
-
-
84,718
Lease liabilities
3,235
3,068
5,929
9,168
2,840
24,241
Other financial liabilities
16,828
7,763
-
-
-
24,591
Total
134,781
40,832
45,929
559,168
2,840
783,550
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
COMPANY
Short Term
Long Term
Total
contractual
cash flows
31.12.2022
Within 6
months
6 till 12
months
1 to 2
years
2 to 5
years
Over 5
years
Long term borrowings
-
-
130,000
340,000
-
470,000
Short term borrowings
280,000
30,000
-
-
-
310,000
Trade payables (excluding
contracts' liabilities)
80,381
-
-
-
-
80,381
Lease liabilities
3,127
3,012
4,807
9,144
736
20,826
Other financial liabilities
9,900
7,739
-
-
-
17,639
Total
373,408
40,751
134,807
349,144
736
898,846
Additionally, the Group and the Company have access to undrawn borrowing facilities. For the available
amounts, please refer to Note 22.
45. Audit and other fees
The auditors of the Company as well as its subsidiaries in Greece, for the years 2023 and 2022 was the audit
firm PRICEWATERHOUSECOOPERS S.A.. The audit and other fees of the Company and the Group concerning
the PricewaterhouseCoopers network are analyzed as follows:
GROUP
COMPANY
Year that ended on December 31,
2023
2022
2023
2022
Audit fees
1,015
1,182
621
828
Fees for the Tax Certificate
165
153
86
80
Other non-audit fees
96
86
54
79
Total
1,276
1,421
761
987
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
235
[Strictly Confidential]
46. Subsequent events
Loan prepayment
On 12.01.2024, the Company proceeded with an early repayment of € 10,000 of its loan from OPAP CYPRUS
LTD.
Default Interest and update from Arbitration
Following the LCIA final award in September 2023 which rejected the Request for Arbitration of HELLENIC
LOTTERIES S.A., on 13.02.2024, HELLENIC LOTTERIES S.A. was notified by the General Secretariat of Public
Property of the Greek Ministry of Economy and Finance, of an additional liability to the Greek State
amounting to € 11,891 and related to the default interest resulting from the overdue payment of the
disputed Minimum Annual Fee for the years 2020, 2021 and 2022. The Profit after tax of the Group for the
year 2023 was impacted by the abovementioned default interest. The amount was paid on 28.02.2024 and
the Profit after tax of the Group for the year 2023 was impacted by the abovementioned default interest.
However, on 05.03.2024 the General Secretariat of Public Property of the Greek Ministry of Economy and
Finance notified HELLENIC LOTTERIES S.A. that an extra amount of overdue interest of € 571 was due which
was paid on 08.03.2024. This amount has not been incorporated in the 2023 Annual Financial Report of the
Group and will therefore be included in the Q1 2024 Interim Management Statement.
Establishment of OPAP Eco SINGLE MEMBER S.A.
On 27.02.2024, OPAP Eco SINGLE MEMBER S.A. was established by OPAP INVESTMENT LTD, a wholly owned
subsidiary of OPAP S.A. and its purpose is the conclusion of power purchase agreements (physical or
financial) with third parties and the participation in the energy markets.
Launch of Eurojackpot
On 03.11.2022, the Greek State granted to OPAP S.A. the license to conduct offline the numerical lottery
game “Eurojackpot” in the Greek territory through its land-based network (OPAP Stores) for a period of 10
years with the option to be renewed for an equal or shorter time period, starting from the date of the
conduct of the first draw which took place on 08.03.2024.
Treasury shares
Starting from 01.01.2024 and as of 08.03.2024, the Company has purchased through the Athens Exchange
1,321,605 own shares, amounting to a total purchase value of € 21,339, at an average price of € 16.15 (in
absolute amount) per share . The Company as of 08.03.2024 holds in aggregate 5,212,541 own shares, i.e.
a percentage of 1.41% of the total number of shares issued by it.
OPAP S.A. Annual Financial Report 2023
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
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[Strictly Confidential]
Final dividend for the fiscal year 2023
The Company's Board of Directors decided during its meeting on 12.03.2024 to distribute € 1.601771387
(in absolute amount) per share as total dividend for the fiscal year 2023 with € € 1.001771387 (in absolute
amount) per share having already paid as interim dividend in November 2023.
In addition to the dividend distribution, capital return to Shareholders of € 0.25 (in absolute amount) per
share will be proposed to AGM. Consequently, the total shareholders distribution including the dividend
will amount to € 1.851771387 (in absolute amount) per share.
Chairman
Board Member and Chief
Executive Officer
Board Member and Chief
Financial Officer
Operational Finance
Director
Kamil Ziegler
Jan Karas
Pavel Mucha
Petros Xarchakos
OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800
[Strictly Confidential]