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OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

[Strictly Confidential]

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Table of Contents

I. Representation of the Members of the Board of Directors ................................................................................ 5

II. Board of Directors’ Report for the period 1.1.2024 -31.12.2024 ....................................................................... 6

1. Financial progress and performance for the year 2024 ................................................................................. 7

2. Significant events during the year 2024 and their effect on the Financial Statements ................................. 9

3. Main risks and uncertainties ........................................................................................................................ 14

4. Company’s strategy and Group’s prospects ................................................................................................ 20

5. Related Parties significant transactions ....................................................................................................... 24

6. Corporate Governance Statement ............................................................................................................... 27

7. Sustainability Statement .............................................................................................................................. 79

Independent Auditor’s limited assurance report on ORGANIZATION OF FOOTBALL PROGNOSTICS S.A.

Sustainability Statement ................................................................................................................................ 211

8. Dividend policy – Distribution to the shareholders ................................................................................... 215

9. Number and par value of shares ................................................................................................................ 215

10. Other ........................................................................................................................................................ 215

11. Subsequent events ................................................................................................................................... 216

12. Alternative Performance Indicators (API) ................................................................................................ 217

ANNEX................................................................................................................................................................. 219

III. Annual Financial Statements ......................................................................................................................... 223

Independent auditor’s report ............................................................................................................................. 225

1. Statement of Financial Position ...................................................................................................................... 237

2. Income Statement .......................................................................................................................................... 238

3. Statement of Comprehensive Income ............................................................................................................ 239

4. Statement of Changes in Equity ..................................................................................................................... 240

4.1. Consolidated Statement of Changes in Equity ........................................................................................ 240

4.2. Separate Statement of Changes in Equity .............................................................................................. 241

5. Cash Flow Statement ...................................................................................................................................... 242

Notes on the Financial Statements ..................................................................................................................... 243

1. Information about the Company and the Group ............................................................................................ 243

1.1. General information ............................................................................................................................... 243

1.2. Nature of operations............................................................................................................................... 243

2. Basis of preparation ........................................................................................................................................ 248

2.1. New Standards, amendments to standards and interpretations ........................................................... 249

2.2. Important accounting estimates and judgements .................................................................................. 253

3. Summary of accounting policies ..................................................................................................................... 255

3.1. Basis of consolidation and investments in associates............................................................................. 255

3.2. Foreign currency translation ................................................................................................................... 258

3.3. Operating segments ................................................................................................................................ 258

3.4. Revenue recognition ............................................................................................................................... 258

3.5 GGR contribution and other levies and duties ......................................................................................... 260

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

3.6 Agents’ commissions................................................................................................................................ 261

3.7. OPAP S.A. Licence Extension 2020-2030 ................................................................................................. 261

3.8. Finance income and Finance costs .......................................................................................................... 261

3.9. Dividend income ..................................................................................................................................... 262

3.10. Expenses ............................................................................................................................................... 262

3.11. Intangible assets ................................................................................................................................... 262

3.12. Property, plant and equipment ............................................................................................................ 264

3.13. Investment property ............................................................................................................................. 265

3.14. Goodwill ................................................................................................................................................ 265

3.15. Impairment of non-financial assets ...................................................................................................... 266

3.16. Leases .................................................................................................................................................... 266

3.17. Financial assets ..................................................................................................................................... 268

3.18. Inventories ............................................................................................................................................ 271

3.19. Cash and cash equivalents .................................................................................................................... 271

3.20. Equity .................................................................................................................................................... 272

3.21. Current, deferred and Pillar Two top-up tax ......................................................................................... 272

3.22. Provisions, contingent liabilities and contingent assets ....................................................................... 273

3.23. Financial liabilities ................................................................................................................................. 274

3.24. Retirement benefits costs ..................................................................................................................... 275

3.25. Dividends payable ................................................................................................................................. 276

3.26. Derivative financial instruments ........................................................................................................... 276

4. Structure of the Group ................................................................................................................................... 277

5. Operating segments ....................................................................................................................................... 278

6. Intangible assets ............................................................................................................................................. 282

7. Property, plant and equipment ...................................................................................................................... 286

8. Right-of-Use assets and Lease liabilities ......................................................................................................... 288

9. Investment properties .................................................................................................................................... 291

10. Goodwill ........................................................................................................................................................ 291

11. Investments in subsidiaries .......................................................................................................................... 293

12. Other non-current assets .............................................................................................................................. 294

13. Deferred taxes – Income taxes ..................................................................................................................... 295

14. Inventories .................................................................................................................................................... 299

15. Trade receivables .......................................................................................................................................... 300

16. Other current assets ..................................................................................................................................... 301

17. Cash and cash equivalents ............................................................................................................................ 302

18. Share capital and Share Premium ................................................................................................................. 303

19. Reserves ........................................................................................................................................................ 304

20. Treasury shares ............................................................................................................................................. 304

21. Non-controlling interests .............................................................................................................................. 306

22. Borrowings .................................................................................................................................................... 308

23. Employee benefit plans ................................................................................................................................ 309

24. Other non-current liabilities ......................................................................................................................... 312

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

25. Trade payables .............................................................................................................................................. 313

26. Provisions ...................................................................................................................................................... 313

27. Other current liabilities ................................................................................................................................. 315

28. Dividends and Share Capital Return ............................................................................................................. 316

29. GGR contribution and other levies and duties ............................................................................................. 317

30. Agents’ commission ...................................................................................................................................... 317

31. Other direct costs ......................................................................................................................................... 318

32. Revenue from non-gaming activities ............................................................................................................ 318

33. Income related to the extension of the concession of the exclusive right 2020-2030 ................................. 319

34. Cost of sales related to non-gaming activities .............................................................................................. 319

35. Payroll expenses ........................................................................................................................................... 320

36. Marketing expenses ...................................................................................................................................... 320

37. Other operating expenses ............................................................................................................................ 321

38. Finance income / (costs) ............................................................................................................................... 322

39. Dividend income ........................................................................................................................................... 323

40. Income tax expense ...................................................................................................................................... 323

41. Earnings per share ........................................................................................................................................ 325

42. Related party disclosures .............................................................................................................................. 326

43. Other disclosures .......................................................................................................................................... 330

44. Financial instruments and financial risk factors ........................................................................................... 332

45. Audit and other fees ..................................................................................................................................... 343

46. Subsequent events ....................................................................................................................................... 344

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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. Jan Karas, Chairman and Chief Executive Officer,

2. Kamil Ziegler, Board Member,

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 01.01.2024 to 31.12.2024, 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.

c) the Board of Directors’ report has been prepared in accordance with sustainability reporting standards

referred to in Article 154A of law 4548/2018 (A’ 104) and with the specifications adopted pursuant to

Article 8(4) of Regulation (EU) 2020/852.

Athens, 18 March 2025

Chairman and Chief Executive

Officer

Board Member

Board Member and Chief

Financial Officer

Jan Karas

Kamil Ziegler

Pavel Mucha

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

II. Board of Directors’ Report for the period 1.1.2024 -

31.12.2024

(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 01.01.2024 to 31.12.2024 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 01.01.2024 to 31.12.2024, as well as

the significant events which took place in 2024 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 sustainability statement according to the

Corporate Sustainability Reporting Directive (the “CSRD”), 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 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

1. Financial progress and performance for the year 2024

Financial Performance

The Group’s key financial figures are presented below:

(Amounts in thousands of euro)

01.01-

31.12.2024

01.01-

31.12.2023

Δ %

Revenue (GGR)

2,296,170

2,087,710

10.0%

GGR contribution and other levies and duties

(726,116)

(651,937)

(11.4%)

Net gaming revenue (NGR)

1,570,054

1,435,773

9.4%

Profit before interest, tax, depreciation and amortisation

(EBITDA)

831,954

730,029

14.0%

Profit before income tax

677,759

570,093

18.9%

Profit for the period

499,739

414,137

20.7%

Net increase/(decrease) in cash and cash equivalents

Net cash inflow from operating activities

704,851

527,594

33.6%

Net cash inflow/(outflow) from investing activities

(18,488)

92,630

(120.0%)

Net cash outflow from financing activities

(683,598)

(857,323)

20.3%

The Company’s key financial figures are presented below:

(Amounts in thousands of euro)

01.01-

31.12.2024

01.01-

31.12.2023

Δ %

Revenue (GGR)

1,477,135

1,394,006

6.0%

GGR contribution and other levies and duties

(452,798)

(425,167)

(6.5%)

Net gaming revenue (NGR)

1,024,337

968,838

5.7%

Profit before interest, tax, depreciation and amortisation

(EBITDA)

637,463

580,425

9.8%

Profit before income tax

620,363

648,334

(4.3%)

Profit for the period

504,193

537,104

(6.1%)

Net increase/(decrease) in cash and cash equivalents

Net cash inflow from operating activities

557,422

463,410

20.3%

Net cash inflow from investing activities

93,676

287,526

(67.4%)

Net cash outflow from financing activities

(661,557)

(848,779)

22.1%

During the financial year 2024, the Group demonstrated a robust financial performance, with significant

increase in both Revenue (GGR) and Net Gaming Revenue (NGR) compared to the previous year. This

growth reflects the ongoing trend of organic growth within the Group, primarily driven by the strong

results in the online sector, which recorded a 30.0% increase in GGR, and the solid growth in the retail

sector, which recorded a 3.2% increase in GGR. More specifically, the Casino and Joker recorded a

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

substantial performance with a 29.2% and 22.3% increase in GGR respectively, while Betting activities

grew considerably, achieving a 15.6% increase in GGR.

The profitability of the Group and the Company is a direct reflection of the increase in gaming activity. In

terms of Profit before interest, tax, depreciation and amortization (EBITDA), excluding the extraordinary

fine of €25,152 th. imposed by the Hellenic Competition Committee in 2023, the increase amounts to

10.2% for the Group and 5.3% for the Company. Regarding the Profit before income tax at the Group

level, by further excluding the extraordinary default interest of €11,891 th. recognized by HELLENIC

LOTTERIES S.A. in 2023, the increase amounts to 11.6%. At the Company level, the Profit before income

tax, excluding the dividends received for both comparative years (2024: €105,000 th. and 2023: €182,500

th.), increased by 5%.

As far as the cash flows are concerned:

• The Group’s operating cash flow remains consistently robust, reflecting its strong

operational profitability. Effective and disciplined working capital management

continues to enhance financial flexibility for both the Group and the Company, ensuring

operational efficiency and supporting sustainable long-term growth;

• The variation in cash flows from investing activities at the Group level is primarily driven

by the lower proceeds from the sale of the 'Betano business' (formerly KAIZEN GAMING

LIMITED, operational activities outside Greece and Cyprus), which amounted to €6,537

th. in 2024, compared to €123,463 th. in 2023. At the Company level, the significant

fluctuation is mainly attributed to cash inflows from capital returns and dividends,

totaling €115,000 th. in 2024 versus €306,500 th. in 2023;

• The variation in cash flows from financing activities for both the Group and the Company

is primarily driven by a reduction in shareholder distributions by €149,466 th., the net

effect of the borrowings of €118,792 th. for the Group and €133,998 th. for the

Company, and an increased outflow of €87,765 th. for the acquisition of treasury shares.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

2. Significant events during the year 2024 and their effect on the Financial

Statements

Law 52(I)/2018 for licensing of games of chance in Cyprus - Conclusion of the Concession

Agreement of OPAP CYPRUS LTD

On 26.06.2024 the Concession Agreement between OPAP CYPRUS LTD and the Republic of Cyprus was

signed pursuant to the provisions of Law 52(Ι)/2018 entitled “The Law on Specific Games of Chance of

2018”. It is noted that, on the same date the Codes of Practice were published in the Government Gazette,

the National Betting Authority granted to OPAP CYPRUS LTD the relevant exclusive licence and the 2003

Intergovernmental Agreement between the Hellenic Republic and the Republic of Cyprus was terminated.

According to the terms of the Concession Agreement, OPAP CYPRUS LTD will exclusively conduct, provide,

and manage designated games of chance in the Cypriot market for a period of 15 years. The consideration

for the licence will be paid in 15 annual installments, based on a specific mathematical formula, which will

also reflect the annual performance of the games offered by OPAP CYPRUS LTD. The first installment of €

4,200 th. was paid on 26.06.2024. All other installments are payable up to January 31

of every licence

year.

Moreover, the participation of the Republic of Cyprus in the GGR of the games conducted by OPAP CYPRUS

LTD reaches 22.5%. Additionally, OPAP CYPRUS LTD will have to dispense an amount equal to 5% of the

GGR generated from its games for sponsorships of sporting, social and charitable activities taking place

within the Republic of Cyprus. The minimum annual proceeds for the Republic of Cyprus are set at € 20,000

th..

With regards to the accounting impact of the aforementioned events, an intangible asset of € 60,371 th.

was recognised in the Statement of Financial Position, alongside an equal financial liability, both at fair

value. The intangible asset will be amortised on a straight-line method over the 15-year concession period

ie. until 25.06.2039, while the financial liability will be amortised based on its unwinding, as well as the

annual proceeds to the Republic of Cyprus.

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

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Agreement of Markopoulo Racecourse. The leasehold was 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 Greek Jockey Club. 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.

It is noted that there is no impact in the 2024 annual financial report since the financial impact of this event

was fully incorporated into the 2023 Group Financial Statements.

Financing

Issuance of bond loan of TORA DIRECT SINGLE MEMBER S.A.

TORA DIRECT SINGLE MEMBER S.A., according to the meeting of its Board of Directors (“BoD”) dated

26.02.2024, issued a common bond loan of € 9,000 th., divided to 9,000 bonds of € 1,000 each. OPAP S.A.

subscribed for the whole amount of € 9,000 th. The loan was fully repaid on 30.12.2024.

Loans’ prepayment/repayment

On 12.01.2024, the Company proceeded with an early repayment of € 10,000 th. of its loan from OPAP

CYPRUS LTD.

Loans’ amendment

• OPAP CYPRUS LTD, according to its BoD approval dated 04.09.2024, resolved the extension of the

maturity date of the loan provided to the Company until 07.10.2025 and the increase of its notional

amount from € 20,000 th. to € 34,000 th.. The additional € 14,000 th. were provided on

04.10.2024.

• HELLENIC LOTTERIES S.A., according to its BoD approval dated 29.08.2024, resolved the extension

of the maturity date of its loan of nominal amount of € 50,000 th. from the initial maturity date

of 27.10.2024 to 27.10.2026.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Distribution to the shareholders

Dividend for the year 2023

The Company's BoD decided during its meeting on 12.03.2024 to distribute a gross amount of € 590,271

th. or € 1.612297036 per share as final dividend for the fiscal year 2023 with € 1.001771387 per share

having already been paid as interim dividend in November 2023.

The Company's 24

Annual General Meeting (“AGM”) of the Shareholders of the Company dated

25.04.2024 approved the abovementioned distribution and a gross amount of € 222,038 th. or €

0.610525649 per share, excluding 6,379,994 treasury shares, was distributed on 09.05.2024.

Capital return

Additionally, the Company’s AGM decided the increase of the share capital of the Company by an amount

of € 92,516 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 € 0.25 (from € 0.30 to € 0.55) to be followed

by a share capital return of an equivalent amount (€ 92,516 th.) through a reduction of the nominal value

of each share of the Company by € 0.25 (from € 0.55 to € 0.30), which was distributed on 01.07.2024.

Consequently, the total shareholders’ remuneration for the fiscal year 2023 amounted to € 1.862297036

per share.

Interim dividend for the fiscal year 2024

The Company's BoD decided during its meeting on 29.08.2024 to distribute a gross amount of € 216,259

th. or € 0.602852798 per share as interim dividend for the fiscal year 2024, which was distributed on

11.11.2024.

Dividends from subsidiaries

• OPAP INVESTMENT LTD, according to its AGM approval dated 05.04.2024, declared to distribute a

dividend of € 50,000 th. for the year ended 31.12.2023, which was fully distributed on 10.05.2024.

Additionally, according to its BoD approval dated 08.10.2024, declared to distribute an interim

dividend of € 45,000 th., which was fully distributed on 10.10.2024.

• OPAP SPORTS LTD, according to its AGM approval dated 17.05.2024, declared to distribute a

dividend of € 3,000 th. for the year ended 31.12.2023 which was fully distributed on 27.09.2024.

• OPAP CYPRUS LTD, according to its AGM approval dated 29.07.2024, declared to distribute a

dividend of € 7,000 th. for the year ended 31.12.2023 which was fully distributed on 31.10.2024.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Share capital increase of HELLENIC LOTTERIES S.A.

The Board of Directors of HELLENIC LOTTERIES S.A. decided on 29.04.2024 to propose to its shareholders

at the AGM, the increase of its share capital by € 24,000 th.. The AGM of HELLENIC LOTTERIES S.A., dated

17.06.2024, approved the issuance of 2,400,000 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 € 96 th. and its Share Premium reserve by € 23,904 th.. The respective amount

was paid on 22.08.2024 by OPAP INVESTMENT LTD, while the amount by the other shareholder, SCIENTIFIC

GAMES GLOBAL GAMING S.á.r.l.. was paid on 01.11.2024.

Share Buy-back Programme

On 04.10.2023, the Company, following the 2023 AGM resolution on the establishment of a share buy-back

programme and the corresponding announcement to the investment community on 04.09.2023, initiated

the purchase of own shares.

Starting from 01.01.2024 and as of 31.12.2024, the Company purchased through the Athens Stock

Exchange 7,568,327 own shares, for a total purchase value of € 118,883 th., at an average price of € 15.71

per share. The Company as of 31.12.2024 holds in aggregate 11,459,263 own shares, i.e. a percentage of

3.10% of the total number of shares issued by it.

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 with third

parties in order to manage and mitigate the risks associated with electricity purchase prices, for the

advantage of the Company, the broader OPAP Group entities, and to fortify the agents' network.

The share capital of OPAP ECO SINGLE MEMBER S.A. amounts to € 1,000 th. and it is divided into one million

(1,000,000) shares, with a nominal value of € 1.00 each.

During 2024, OPAP ECO SINGLE MEMBER S.A. has entered into two Virtual Power Purchase Agreements

(the “vPPAs”), regarding the financial settlement of the sale of energy and transfer of Guarantees of Origin

from the renewable energy generation facility.

Launch of Eurojackpot

Retail/Land-Based Network

On 03.11.2022, the Company acquired from the Greek State the licence to conduct the numerical lottery

game “Eurojackpot” in the Greek territory exclusively 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 in Greece, which took place on 08.03.2024.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Online

On 05.12.2024 Law No. 5162/2024 was published, by article 131 para. 1 of which article 185 of Law No.

4972/2022 was amended, which now provides that in the Greek territory is allowed the online conduct of

the numerical game of chance "Eurojackpot". The relevant licence will be granted to OPAP S.A. by a decision

of the Hellenic Gaming Commission (the “HGC”), in accordance with the procedure provided for in article

131 para. 2 of Law No. 5162/2024.

Downstream merger of STOIXIMAN HOLDING LTD by STOIXIMAN LTD

On 28.12.2024, STOIXIMAN LTD successfully completed a merger by acquisition with STOIXIMAN HOLDING

LTD. The merger involved the transfer of all assets, rights, interests, liabilities, and obligations from

STOIXIMAN HOLDING LTD to STOIXIMAN LTD, in exchange for the issuance of shares in STOIXIMAN LTD to

the shareholders of STOIXIMAN HOLDING LTD. The accounting reference date for the merger is 01.01.2024.

The aim of the merger is to simplify the corporate structure, reduce administrative burdens, and achieve

cost savings. Following the merger, OPAP S.A., through its wholly owned subsidiary, OPAP INVESTMENT

LTD, holds an 84.49% direct shareholding in STOIXIMAN LTD and retains sole control over it.

Legal case update

On 07.11.2024, the Supreme Court issued its irrevocable decision no. 1660/2024 favorable to the Company

regarding claims from a former agent for the period from June 2006 to December 2011, for which the

Company maintained a provision of € 6,917 th.. In accordance with the abovementioned decision, the

Supreme Court awarded the former agent with a total of € 400 th. plus interest, and it rejected all other

claims on the grounds that the claimant is not entitled to any compensation for any period beyond June

2008. The final compensation to the former agent of capital and interest amounts to € 974 th., which

resulted to the reversal of € 5,943 th. of the provision previously maintained.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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

In 2024 the Greek economy continued recording solid GDP growth, above euro area, on the back of high

investment levels, further reduction in unemployment and solid private consumption. The economy is

projected to maintain its growth momentum in 2025 supported by European funds, prudent fiscal policy,

strong private consumption and a thriving tourism sector, while at the same time the forecasted reduction

of debt levels alongside primary surpluses that are estimated to exceed 2% of GDP are expected to improve

Greece’s creditworthiness and positively impact confidence in the economy. On the other hand, existing

geopolitical risks arising from conflicts in Ukraine and Middle East and the uncertainty surrounding global

trade policies could weigh negatively on euro area projected growth. An early resolution of geopolitical

conflicts and an improvement of global trade conditions could, however, improve economic sentiment and

the outlook for the year. Furthermore, inflation in Greece is expected to gradually decline throughout the

year despite still existing pressures from energy and housing that negatively affect consumer confidence.

Notwithstanding, the anticipated deceleration of euro area inflation is possible to allow further interest

rate reductions by the European Central Bank in order to boost sluggish economic 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,

taxation levels and increased energy costs. 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, thus impacting the

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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.

It is finally mentioned that the Group's foremost objective is to align as well with the regulatory framework

beyond Greek territory, to pioneer and apply the best practices internationally. This commitment is

evidenced by the recent renewal of the certifications awarded to OPAP in the 'Responsible Gaming' by the

European Lotteries (“EL”) and the World Lottery Association (“WLA”).

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 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

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

proportional to the Group’s 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. 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 31.12.2024, stand at € 652,107 th. and € 643,322 th. for the Group and

the Company, respectively.

On 31.12.2024, the floating-rate loans of the Group which are exposed to cash flow interest rate risk are €

63,032 th. of debt or 10% of total debt. The remaining € 589,075 th. (90% of total debt) are fixed rate

borrowings.

Given that most of the Group’s loans bear a fixed interest rate, the environment of high interest rates does

not affect materially the financial results of the Group. Nevertheless, 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 0.22x as of 31.12.2024. 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 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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 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.

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 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

• 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 potential challenges for our operations, including increased energy cost and vulnerability in non-

renewable energy pricing and resources availability due to dependency on non-renewable resources in

conjunction with energy and fuel price volatility, energy supply interruptions, financial and/ or litigation

risks due to non-compliance with relevant climate related and environmental legislation and regulations

(existing and coming into force). In addition, climate risks include potential business disruption in retail

operations (i.e. inability to offer services in specific areas due to extreme weather incidents) along with

potential damage to our facilities due to extreme weather events, resulting in potential operational

disruptions or even possible reputational issues.

However, in our effort to contribute to the mitigation of such challenges, 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 the necessary environmental impact assessments. Additionally, through

our Environmental and Energy Policy and relevant management systems (ISO14001, ISO50001), we are

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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.

$Graphics$

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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 2025 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:

• more of social interaction through sharing experiences with others,

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

• 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 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!

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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”.

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.

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.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

• 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 on the Learning & Development of our people, to

set clear career progression opportunities and attract new talents.

• 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 identifying 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 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

5. Related Parties significant transactions

The amounts of expenses and income undertaken in 2024, and the balances of payables and receivables

as at 31.12.2024 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

3,000

OPAP ECO SINGLE MEMBER S.A.

OPAP CYPRUS LTD

839

34,005

36,798

13,195

OPAP INVESTMENT LTD

95,000

HELLENIC LOTTERIES S.A.

5,027

4,312

HORSE RACES SINGLE MEMBER

S.A.

237

296

STOIXIMAN LTD

2,045

TORA DIRECT SINGLE MEMBER

S.A.

271

331

197

1,965

TORA WALLET SINGLE MEMBER

S.A.

2,723

531

381

5,852

NEUROSOFT S.A.

13,260

190

3,104

Total

17,108

138,144

190

40,516

27,687

The “Income” from related parties shown in the above table includes € 50,000 th. and € 45,000 th. of

dividend income from OPAP INVESTMENT LTD for the financial years 2023 and 2024 respectively, as well €

7,000 th. and € 3,000 th. of dividend income from OPAP CYPRUS LTD and OPAP SPORTS LTD, respectively.

It is also noted that related party “Payables” include a loan of € 34,000 th. nominal value due to OPAP

CYPRUS LTD, whereas the related party receivables include a loan balance of € 4,900 th. nominal value due

from TORA WALLET SINGLE MEMBER S.A. and a loan balance of € 3,500 th. nominal value from TORA

DIRECT SINGLE MEMBER S.A.

Finally, the € 2,045 th. from STOIXIMAN LTD included in the “Receivables” refer to Pillar Two Top up tax.

More specifically, the Pillar Two legislation has been enacted or substantively enacted in Greece and

Cyprus. In Malta, where STOIXIMAN LTD is established, the application of Pillar Two rules has been deferred

based on exception allowed by the EU Directive. In this respect, any potential top-up tax which may arise

in Malta will be payable from the Company. As a result, the potential exposure of € 2,045 th. (2023: € 0) to

Pillar Two income taxes in respect of profits earned by operating subsidiaries in Malta, will be paid by the

Company.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Additionally, the Company has granted total corporate guarantees of € 108,550 th. (2023: € 108,550 th.) in

favor of HELLENIC LOTTERIES S.A., out of which the € 41,750 th. (2023: € 41,750 th.) is a corporate

guarantee for the loan of HELLENIC LOTTERIES S.A. from Alpha bank, the € 62,625 th. (2023: € 62,625 th.)

is a guarantee to HRADF and the € 4,175 th. (2023: € 4,175 th.) relates to its overdraft bank account.

Additionally, the Company has granted corporate guarantees of € 3,500 th. (2023: € 4,132 th.) in favor of

HORSE RACES SINGLE MEMBER S.A. to HRADF and up to € 3,000 th. (2023: € 3,000 th.) for its overdraft

bank account. Finally, the Company has granted corporate guarantees of € 12,595 th. (2023: € 8,000 th.) in

favor of TORA WALLET SINGLE MEMBER SA, € 1,100 th. (2023: € 1,100 th.) in favor of OPAP SPORTS LTD, €

1,000 th. (2023: € 1,000 th.) in favor of NEUROSOFT S.A., € 14,441 th. (2023: € 0) in favor of OPAP CYPRUS

LTD for the new Concession Agreement and € 321 th. (2023: € 0) in favor of OPAP ECO SINGLE MEMBER

S.A..

The Company intends to provide financial support to its subsidiaries, if it is deemed necessary.

Group’s companies transactions with related companies

Expenses

Income

Assets’

Purchase

Payables

Receivables

(Amounts in thousands euro)

Related party balances and

transactions not eliminated for

consolidation purposes

55,120

613

471

15,039

459

Total

55,120

613

471

15,039

459

The balance of “Expenses” refers mainly to professional fees charged to STOIXIMAN LTD by the Allwyn

Group’s entities of € 45,999 th. (2023: € 33,616 th.).

Transaction and balances with Board of Directors members and management personnel

(Amounts in thousands euro)

GROUP

COMPANY

Category

Description

01.01-

31.12.2024

01.01-

31.12.2024

BOARD OF

DIRECTORS

Salaries

853

408

Social security costs

Total

937

463

(Amounts in thousands euro)

GROUP

COMPANY

Liabilities from BoD’s compensation & remuneration

31.12.2024

BoD and key management personnel

215

214

Total

215

214

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

6. Corporate Governance Statement

Chairman and CEO’s Statement on Corporate Governance

Preamble

OPAP (or “the Company”), through its Board of Directors (or “Board” or “BoD”), is dedicated to

effective corporate governance and ensuring long-term rewards for shareholders and other

stakeholders. All Company decisions are made with these considerations in mind. The Company has

adopted and applies the Hellenic Corporate Governance Code (HCGC), issued by the Hellenic Council

of Corporate Governance (ESED) in June 2021. This Corporate Governance Statement (or the

“Statement”) provides a summary of the regulatory assurances required and implemented under the

applicable legal and regulatory framework for 2024, and the Company’s governance arrangements in

this context. I am pleased to report to you directly on OPAP’s corporate governance activities for the

year ended 31 December 2024.

Our Strategy

In line with our FAST FORWARD strategy, we set clear directions to ensure OPAP’s long-term success

by focusing on our Customers, our Brand, Online and Retail gaming experiences, exploring Technology

potentials, and our People.

To continuously monitor the implementation of our strategy, the Chairman & CEO regularly updates

the Board on the progress of the Fast Forward Strategy and provides an annual overall assessment.

The key achievements of the 2024 Fast Forward Strategy, lessons learned, as well as key strategic

initiatives for 2025, have been presented to the Board of Directors and effectively communicated to

all employees.

OPAP and Corporate Governance

The Board firmly believes that upholding high corporate governance standards is essential to achieving

our business objectives and maximizing shareholder value. Following the implementation of Law

4706/2020 (the “Corporate Governance Law”), we constantly strive to enhance our corporate

governance system and practices, to ensure compliance with the legal and regulatory framework,

increase transparency, and embed good governance throughout the Group at all levels. By managing

the business effectively, responsibly and with integrity, we demonstrate accountability and maintain

the trust of all our stakeholders.

In line with the Corporate Governance Law, the Board is responsible for ensuring and monitoring the

effective implementation of the Company’s Corporate Governance System, including the Internal

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Controls System. In the relevant chapters you may find details on the operation as well as the regular

assessment that the Corporate Governance and the Internal Controls Systems undergo.

Pivotal role in the effective implementation of the Company’s Corporate Governance System plays the

Audit Committee, which has been established as a BoD Committee by virtue of a resolution of the

Company’s General Shareholders’ Meeting. The Audit Committee monitors, among other things, the

effectiveness and adequacy of the Internal Controls System of the Company and the Group.

With respect to risk management, the Board is committed to enhancing our understanding of the key

risks faced by the Company and its business operations. To this end, a formal communication and

escalation path is established, which includes a dedicated Risk Management Team headed by a Risk

Officer and a Risk Management Framework, to ensure timely and effective identification and

mitigation of risks, and alignment of business operations with our strategic objectives.

Composition of the Board

The Board and I personally 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.

Given the strategic needs of the Company, it was deemed necessary to combine the roles of Chairman

and Chief Executive Officer, to further expedite a coherent and decisive strategic planning, enabling

the Company to enhance its agility and respond swiftly and cohesively in a dynamic business

environment. That will also result in seamless communication and implementation of our strategic

vision across the Company. To ensure that this consolidation did not compromise governance

standards, we took the precautionary measure of appointing two Non-Executive Vice Chairpersons,

one of whom is Independent Non-Executive. This dual arrangement was designed to provide checks

and balances, ensuring that independent oversight remained robust. This structured approach

reinforces effective governance, while advancing the Company's strategic objectives.

Board Evaluation

In accordance with the Internal Rules and Regulations, the Board of Directors performs its evaluation

internally on a yearly basis. Details in respect of the annual evaluation for 2024 are available in section

B.3.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Policies and Processes

The Company regularly updates its Articles of Association and internal Policies and Processes to

ensure continuous compliance with the applicable legal framework. A structured framework of

policies, processes, principles and roles have been established and are regularly updated to ensure

that OPAP and its subsidiaries adhere to the applicable legal, regulatory and contractual framework,

while also implementing preventive measures to mitigate potential risks before they arise.

In this context, OPAP has revised its Internal Rules and Regulations within 2024; the revised version

was approved by the Board of Directors in December 2024. The Rules set out the corporate

governance structures and practices that the Company has established and follows. Key objectives

are:

a) maintaining business integrity;

b) ensuring transparency in business activities;

c) exercising control over management and decision-making processes;

d) ensuring compliance with the legal and regulatory framework as well as the obligations

deriving from the Concession Agreements with the Hellenic Republic.

A summary of the revised Internal Rules and Regulations are publicly available on the Company’s

website (https://investors.opap.gr/en/governance/internal-rules-and-regulations).

In compliance with the Corporate Governance Law, OPAP has in place an approved by the General

Shareholders’ Meeting Fit and Proper Policy. The Fit and Proper Policy addresses the issues of

individual and collective suitability, as required by the Corporate Governance Law and Circular no 60

of the Hellenic Capital Market Commission. In particular, it 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 members,

including the internal function responsible for providing support for the assessment;

(iii) the criteria to be used in the suitability assessment of the BoD collectively and the BoD

members individually (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 is available on the Company’s website

(https://investors.opap.gr/en/governance/codes-and-policies/fit_and_proper_policy).

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Furthermore, the Company’s Board of Directors has approved a Whistleblowing Policy, in line with

the EU Directive (EU) 2019/1937 on the protection of persons who report breaches of Union law (the

“Whistleblowing Directive”) and Greek Law 4990/2022 (as amended and in force), which was revised

in 2024. This Policy applies not only in cases of serious breaches laid down in the respective legal

framework, but also to violations of the Code of Conduct, and outlines the channels through which

employees may or should report valid allegations of known or suspected improper activities.

The Company has also revised within 2024 its Market Abuse Policy, seeking to maintain the Policy up

to date and align its content with the recent legislative reforms, committing to raise awareness within

the Company and employees of all levels.

In addition to complying with the applicable legal and regulatory framework, the Board wishes to

ensure that high ethical standards are embedded in business behavior and culture through OPAP’s

Code of Conduct. The Code, initially approved by the Baard of Directors in 2015, is periodically

reviewed and amended, to align with the Company’s strategic targets and standards. The most recent

revision of the Code of Conduct was approved by the BoD in December 2024, establishing a structured

ethical framework for OPAP and demonstrating the Company’s commitment to transparency and

adherence to the principles and rules outlined in the Code, alongside its legal and regulatory

obligations.

ESG reporting

In accordance with the Corporate Sustainability Reporting Directive (CSRD), the associated European

Sustainability Reporting Standards (ESRS) and Law 5164/2024, OPAP Group is issuing a Sustainability

Report as part of its 2025 Annual Financial Report, covering the financial year 2024.

In this context, OPAP has identified the most material issues during 2024 and explains in the

Sustainability Report how these sustainability issues potentially affect the Company’s & the Group’s

performance on one hand, and how the business activities impact society and the environment on the

other hand (“double materiality”). Additionally, opportunities for the Company and the Group have

been identified and are being reported.

Thus, the Report reflects OPAP Group’s commitment to transparency and accountability in its

environmental, social, and governance (ESG) practices. By aligning with the CSRD, the Group aims to

provide comprehensive insights into its efforts to promote sustainable development, enhance

stakeholder engagement, and contribute positively to society. The Company’s approach on

sustainability issues is reflected in the fully revised Corporate Sustainable Development Policy,

adopted by the BoD in 2024.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Diversity

OPAP is an equal opportunities employer that promotes an inclusive and diverse culture and is

committed to promoting equality in our workforce, our players and our retailers. The Board reiterates

its view that facilitating and promoting diversity in its broadest sense has helped propel the Company’s

success to date. To this end, OPAP has established policies and processes to ensure that particularly

the Company’s senior management roles are open to fresh thinking and 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,

promotions 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. Our diversity policy aims at creating a safe, respectful and

inclusive workplace, providing an essential foundation for OPAP People to successfully contribute to

the Company’s objectives, enhance its global reputation and achieve sustainable business results. Our

diversity policy forms part of the new OPAP Code of Conduct, which is accessible on the Company

website (https://investors.opap.gr/en/governance/codes-and-policies/code-of-conduct).

Additionally, the Fit and Proper Policy includes the diversity criteria for the selection of the Board

Members, in line with the Corporate Governance Law. The Diversity Policy is accessible on the

Company site (https://investors.opap.gr/en/governance/codes-and-policies/fit_and_proper_policy).

With respect to diversity in our Board and leadership positions, the following are reported:

• During 2024 and on the date of this Statement, 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, with fractions rounded down to the

previous integer) and included in its Fit & Proper Policy. Specifically, the Board of Directors

consists of eight (8) men and three (3) women, with Greek BoD members representing 18.18%

and non-Greeks representing 81.82%.

• During 2024, the percentage of women in managerial positions (Team Leader level and above)

was 34.18%, an increase from 31% in 2023. For 2025, we aim for a further increase, should

circumstances allow.

• Regarding our Top Executives (Chair, CEO, Chiefs), the percentage of women reached a 18.18%

in 2024, up from 16.67% in 2023. Greek Top Executives represent 72.73% and non-Greeks

represent 27.27%.

The foregoing highlights our commitment to empowering women’s presence in managerial positions.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Further, the Company’s Board of Directors has achieved diversity not only in terms of gender, but also

in terms of nationality, education, profession and age. This ensures a variety of perspectives and

experiences, facilitating the expression of independent opinions and a sound decision-making within

the BoD. In 2024, each Director’s independence of thought and actions was assured, and all decisions

were made to promote OPAP’s overall success.

Statement of Compliance with the 2021 Hellenic Corporate Governance Code (the “HCGC”)

Except as explained in the respective chapter, the Company states that, throughout the year ended

31 December 2024, it fully complied not only with the legal requirements as in force, but also with the

Special Practices of the 2021 HCGC, issued by the Hellenic Council of Corporate Governance.

Athens, 18 March 2025

The Chairman & CEO

Jan Karas

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Corporate Governance Statement

The Company has prepared this Corporate Governance Statement pursuant to article 152 of Law

4548/2018, since it has its financial instruments admitted to trading on the Athens Exchange (a

regulated market). This Statement has been prepared in line with the provisions of Law 4548/2018

"Reform of the Law of Sociétés Anonymes" as in force (the "Company Law"), articles 14 par. 4 and 18

of Law 4706/2020 (the “Corporate Governance Law”) and the requirements and guidance provided in

the 2021 Hellenic Corporate Governance Code (“HCGC”). This Statement outlines the corporate

governance practices that were followed by the Company and the Group, throughout the year ended

31 December 2024 and until 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 formulates the

Company’s strategy and growth policy, while supervising and controlling its management and

administration of corporate affairs and the pursuit of its corporate purpose.

The Board is competent to decide on every issue concerning the management of the Company, the

administration of its assets, and the general pursuit of its purpose, except for those issues which,

according to the provisions of the Company Law and the Articles of Association, fall within the

exclusive competence of the General Meeting.

The Directors have the collective duty to safeguard the integrity of the financial and non-financial

reporting, ensure that the financial statements, the BoD annual report and this Statement are drawn

up and published in accordance with the international accounting standards and applicable legislation,

and that the non-financial reporting adheres to the provisions of the CSR Directive, Law 5164/2024

and the sustainability reporting standards.

The Board of Directors has also the duty to ensure the effectiveness of the Company’s Internal

Controls, Risk Management and Compliance Systems.

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

Shareholders’ Meeting. The Board of Directors may also decide on the issuance of bonds convertible

into shares, following a decision of the General Shareholders’ Meeting.

The BoD operates in line with the Company’s Articles of Association and its Charter, which has been

approved by the same.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

The primary issues for the Board’s decision in 2024 included the following:

• Approval of significant business and capital expenditure projects;

• Approval, as appropriate, of annual budgets, business plans, organizational structures,

advertising and sponsorships programs;

• Approval of the Financial Statements and shareholders communication;

• Resolutions regarding the Campany’s financial position, bank lending, etc.;

• Regulatory compliance issues, including the approval of the Annual Compliance and

Responsible Gaming (RG) Plan and related policies;

• Approval of the revised Internal Rules & Regulations and MAR Policy;

• Approval of transactions with related parties;

• Review and approval, as appropriate, of recommendations submitted by the Board

Committees;

• Decisions regarding the protection of the Company’s lawful interests.

Meetings of the Board & its Committees

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 within its competence whenever deemed necessary. In 2024, eleven (11) Board

meetings took place (plus three (3) additional resolutions per rotation). Eight (8) Audit Committee

meetings took place (plus sixteen (16) additional resolutions per rotation) as well as two (2)

Remuneration and Nomination Committee (“ReNoCo”) meetings (plus five (5) additional resolutions

per rotation).

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

The table below sets out the attendance of individual Directors at scheduled Board and Committees

meetings during 2024 and provides information on the number of shares held by each Board member.

BoD member

name

Position

BoD

Presence

BoD

Representation

Audit

Committee

Presence

Remuneration

& Nomination

Committee -

Presence

Number of

Company

Jan Karas

Chairman & CEO

74,000

Pavel Saroch

Vice-Chairman A – Non-

Executive

1,163,432

Cherrie Mae

Chiomento-

Ferreria

Vice-Chair B –

Independent Non-

Executive

Pavel Mucha

Member – Executive, CFO

Kamil Ziegler

Member - Executive

50,000

Katarina

Kohlmayer

Member – Non-Executive

9,532

Robert Chvátal

Member – Non-Executive

5,370

Igor Rusek

Member – Non-Executive

Nicole Conrad

Forker

Member – Independent

Non-Executive

Theodore

Panagos

Member – Independent

Non-Executive

Georgios

Mantakas

Member – Independent

Non-Executive

Notes:

1. In the year 2024, three (3) BoD decisions were taken unanimously via rotation.

2. In the year 2024, sixteen (16) Audit Committee decisions were taken unanimously via rotation.

3. In the year 2024, five (5) ReNoCo decisions were taken unanimously via rotation.

4. Mr. Jan Karas was CEO & Executive Board Member until 30.09.2024 and has since been appointed

as Chairman & CEO.

5. Mr. Pavel Saroch was Vice-Chairman until 30.09.2024 and has since been appointed as Vice-

Chairman A’.

6. Mrs. Cherrie Mae Chiomento-Ferreria was Independent Non-Executive Member until 30.09.2024

and has since been appointed as Independent Non-Executive Member and Vice-Chair B’.

7. Mr. Kamil Ziegler was Executive Chairman until 30.09.2024 and has since been appointed as

Executive Board Member.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Directors’ Insurance and Indemnities

The Directors receive remuneration pursuant to and in accordance with the provisions of the

Company’s Articles of Association and the approved Remuneration Policy. Each individual who is a

member of the Board of Directors (with differentiation of coverage depending on the status of the

members as executive or non-executive) or an Officer of the Company or any Company within the

OPAP Group, from October 2013 onwards, benefits from liability insurance coverage to defend against

third-party claims that may arise against them in the course of their duties. This insurance policy

remained in effect throughout the 2024 financial year at the Company's expense.

A.2: CHAIR & CEO

The Chair and the CEO roles are clearly detailed in the Company’s Articles of Association and Internal

Rules and Regulations. These roles may be assigned to different individuals or combined in a single

person. As of 01.10.2024 and under the current composition of the Board, it has been the Company’s

choice to combine both roles in the same person, having appointed Mr. Jan Karas as Chairman & CEO.

THE CHAIR ROLE

The Chair:

• Presides over the meetings of the Board of Directors, organizes and directs its work, and

reports on it to the General Shareholders’ Meeting.

• Ensures that Board meetings constitute a forum where open debate and effective

contribution from individual Directors is encouraged, and that sufficient time is allocated to

material issues.

• Encourages the dialogue between the Company and its Shareholders or the Company and

other stakeholders and facilitates the Board’s understanding of the Shareholders’ and other

stakeholders’ concerns.

• Oversees the induction, information and support provided to Directors.

• Leads the annual performance evaluation of the Board in cooperation with the Remuneration

and Nomination Committee.

• Determines the items of the agenda, schedules meetings in a way that ensures optimal

participation of BoD members either physically or digitally, and ensures that BoD members

receive the necessary material in due time to assist effective dialogue and decision-making.

• Ensures that the BoD complies with its obligations towards the Shareholders, the Company,

the Supervisory Authorities, the law and the Company’s Articles of Association.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

The Chair, when absent or unable to attend, may be substituted in their non-executive duties by the

Non-Executive Vice-Chairpersons.

A.3: THE CEO ROLE

The CEO is vested with all necessary powers to act in all circumstances on behalf of the Company and

has the authority to bind and represent the Company towards third parties, judicially and

extrajudicially. The CEO exercises the powers vested within the limits set by the resolutions of the

Board of Directors delegating such powers and the corporate objective, in compliance with the law

and in line with the Articles of Association.

Internally, the CEO presides over all business units of the Company (with the exception of the Internal

Audit Team which is supervised only administratively by the CEO), directs their work, makes the

necessary decisions within the limits set by the applicable legal and regulatory framework, the

corporate documents and decisions (the Articles of Association, the Internal Rules and Regulations,

the internal policies, the approved projects and budgets, as well as the Business and Strategic Plan).

The CEO’s competencies include:

• Monitoring the day-to-day operations of the Company and supervising how each business unit

performs its tasks;

• Supervising Company business and financial strategy;

• Monitoring and assuming responsibility for the Company’s financial results and profitability;

• Monitoring internal organization and taking appropriate measures for its constant

improvement;

• Approving the recruitment of personnel, as appropriate;

• Defining, in cooperation with the BoD and the Senior Management, the strategic targets of

the Company;

• Setting the targets and the KPIs, and monitoring the performance of Senior Management;

• Deciding on the acquisition and disposal of businesses and approving unbudgeted capital

expenditure projects, subject, in each case, to a limit per transaction as defined by the BoD.

In cases where the CEO is absent or unable to perform their executive duties, they shall be replaced

by the Deputy CEO or another person of the Senior Management entrusted with defined duties by

virtue of a resolution of the Board of Directors.

A.4: COMPOSITION OF THE BOARD

During the reporting financial year, the Board of Directors consisted of eight (8) Non-Executive

Members, of which four (4) were Independent, and three (3) Executive Members. Specifically, since

01.01.2024 and until the date of this Statement, three (3) Executive Members have served in the Board

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

of Directors, namely Mr. Jan Karas, Chairman & CEO, Mr. Pavel Mucha, Executive Member & CFO and

Mr. Kamil Ziegler, Executive Member.

As of 01.10.2024, the roles of the Chair & CEO have been combined in the same person, i.e., Mr. Jan

Karas.

A.5: EXECUTIVE DIRECTORS

The Executive Members of the Board are responsible for and assigned with the implementation of the

decisions of the Board and the constant monitoring of the Company operations. The Executive

Members discuss regularly with the Non-Executive Members the suitability of the implemented

strategy. In existing crisis or risk situations, as well as when the circumstances compel measures to be

taken that are reasonably expected to significantly affect the Company, indicatively when decisions

are to be made regarding the development of the business activity or the risks to be undertaken, which

decisions are expected to affect the financial situation of the Company, the Executive Members shall

promptly inform the Board in writing, either jointly or separately, by submitting a relevant report with

their estimations 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, do not have executive or managerial duties, but

are assigned with the general promotion of corporate affairs and contribute to the BoD as follows:

• Monitoring, reviewing and constructively challenging the strategy of the Company, its

implementation and fulfillment of the Company’s objectives;

• Ensuring the efficient supervision of Executive Members, including monitoring and reviewing

of their performance, in order to ascertain the achievement of the goals set by the Company’s

BoD;

• 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 operational experience, knowledge and understanding of global

financial issues, in the sectors where OPAP operates and with respect to the challenges it

faces.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

A7: INDEPENDENT NON-EXECUTIVE DIRECTORS

The Independent Non-Executive Directors are elected by the General Meeting of the Shareholders, or

may be appointed by the Board in case of replacement of a resigned Independent Director. They may

not be less than one third (1/3) of the total number of Board members and, in any case, they may not

be less than two (2), while fractions round to the closest integer. Non-Executive Directors are

considered to be Independent if they meet, both at the time of their appointment and during their

tenure, the independence criteria as defined in the Corporate Governance Law (article 9) (the

“Independence Criteria”).

The Independent Non-Executive Directors, have the responsibility to submit joint or individual reports

and statements to the General Meeting, separate from those submitted by the Board.

During the reference year and until the date of this Statement, the Company BoD comprises four (4)

Independent Non-Executive Directors, all satisfying the Independence Criteria. This has been

confirmed based on the Directors’ resumes, their other commitments (professional and personal), the

additional documents submitted by each Independent Director, the absence of any incompatibilities,

the fact that they do not own, directly or indirectly, voting rights οf a percentage higher than 0.5% of

the share capital of the Company and the fact that they are discharged from financial, business, family

or any other type of dependence relationships, which might affect their decisions and their

independent and objective judgement.

The CVs of all Directors and the Corporate Secretary who serve on the Board on the date of this

Statement are available in section B.5.

B: Effectiveness

B.1: COMMITMENT

All Non-Executive Directors confirm that they allocate sufficient time to meet the expectations of their

role. Αll Board members satisfy the non-over boarding 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 Board members receive timely reports on agenda items of the Board meetings, enabling them to

give due consideration to the agenda items in advance of meetings. Directors, who were unable to

attend a particular meeting during the reporting year, had the opportunity to review the items and

raise any issues on the relevant briefing papers.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Each Director has access to the advice and services of the Corporate Secretary and there is a procedure

for the Directors to receive independent professional advice, at the Company’s expense, on issues

relating to their duties.

Corporate Secretary

The Corporate Secretary ensures that correct Board procedures are followed, as laid down by the

legislation, the Articles of Association and the Board Charter. The Corporate Secretary is also

responsible for maintaining proper minutes of the Board meetings and records of their decisions.

Furthermore, the Corporate Secretary assists and advises the members of the Board of Directors on

matters concerning their capacity, as needed.

B.3: EVALUATION

Performance Evaluation

The Board of Directors maintains throughout the year an ongoing review of its procedures and

effectiveness, as well as those of its Committees. The Board performs, on a yearly basis, a self-

assessment of its suitability and of the effective fulfilment of its tasks, in line with the legislative

requirements and the provisions of the Fit & Proper Policy. Every three years, self-assessment is

facilitated by an external consultant. The performance of each Committee is assessed annually by the

same and the results are shared with the Board of Directors.

The self-evaluation of the Board performance is led by the Chair of the Board of Directors in

cooperation with the ReNoCo, while the evaluation of the Chair is led by ReNoCo. The annual

evaluation process includes the evaluation of collective suitability and performance of the Board, as

well as the individual evaluation of each Board member.

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 ReNoCo and communicated and discussed within the Board

of Directors. During the evaluation process, the Board also examines the Board succession plan.

Τhe results of the annual self-evaluation of collective suitability and performance of the Board of

Directors and its Committees for 2024 were discussed by the Board of Directors at its meeting of

29.01.2025. The evaluation focused on the following key areas: collective effectiveness, the effective

oversight of the Company’s Internal Controls System and the Strategy & Decision-making process. The

result of the evaluation process was that OPAP’s Board of Directors and Board Committees exceeded

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 ReNoCo and

the Board of Directors for further evaluation and implementation.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

The individual evaluation of the Board Members for 2024 was also concluded, and the respective

results were shared with each Board member. All ratings calculated for each self-assessment exercise

(BoD, Audit Committee and ReNoCo) are close to excellent and confirm individual suitability of all

members of the Board and its Committees.

The Board self-evaluation has highlighted several key strengths, including effective communication

during Board meetings, the knowledge and unity of the members, and their complementing expertise

and experience, which collectively enhance Board discussions. While there are areas for improvement,

such as the proposal to introduce an electronic platform for information, distribution and storage,

these shortfalls are identified as very low risk. The ratings and the greatest strengths identified by the

Board members, along with the insignificant shortfalls that do not impede the smooth and proper

operation of the Board, evidence the collective suitability of the Board of Directors.

B.4: DIRECTORS’ ELECTION

Pursuant to the Company’s Articles of Association, the Board of Director is elected every four (4) years,

while such term of office is automatically extended until the election of a new Board by the

subsequent annual General Shareholders’ Meeting. Without prejudice to the Independent Board

members who, pursuant to the Independence Criteria, may not serve in the Board of the Company,

or any of the Company’s affiliates, for more than nine (9) years, the members of the Board of Directors

are unconditionally re-eligible for election and may be freely removed or replaced by the General

Shareholders’ Meeting, even before the expiry of their term of office.

The incumbent Board of Directors was elected for a four (4) year-term, which expires on 09.06.2026.

B.5: CURRICULA VITAE OF THE BOARD OF DIRECTORS MEMBERS

Jan Karas

Chairman & CEO

Jan Karas has been leading OPAP as Chief Executive Officer (CEO) and Executive Member of the Board

of Directors (BoD) since December 2020, after being with the company for nearly seven years, in which

he held C-level roles and drove key business activities. In October 2024, he was also appointed

Chairman of the BoD, in parallel with his duties as CEO. Jan also serves as a BoD member in group

subsidiaries.

Throughout his tenure with OPAP, Jan has led various strategic and transformative initiatives, focused

on modernization and digitalization of retail, as well as expansion and promotion of online business.

These initiatives have reshaped OPAP’s commercial agenda, bringing innovative customer

propositions and resulting in significant growth in both the retail and the online channels.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

He has a proven track record of driving exceptional business results, crafting forward-looking

strategies and executing impactful programs that promote positive change. His professional

philosophy is based on a customer-centric mindset, building high-performing teams, creating lasting

results for all stakeholders and giving back to society.

Before joining OPAP in Greece, Jan honed his leadership skills in various senior executive roles in the

telecommunications sector, in Czech Republic and Germany. His academic background includes

studies in Business Administration and Management.

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 A’, 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 the Chief Investment Officer of KKCG and

a member of the Boards of Directors of the parent company of KKCG investment group, KKCG Group

AG and of individual holding companies that belong to the Group. Moreover, he is a member of the

board of directors of Allwyn International AG and its subsidiaries.

Other professional commitments

Allwyn AG (formerly Sazka Entertainment AG)

Member of the Board of Directors

Allwyn Asia Holding a.s. (formerly Sazka Asia a.s.)

Chairman of the Board of Directors

Allwyn Czech Republic Holding a.s. (formerly

Sazka Czech a.s.)

Chairman of the Board of Directors

Allwyn Entertainment Ltd

Director

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Allwyn Financing Czech Republic 2 a.s. (formerly

SAZKA Group Financing (Czech Republic) 2, a.s.) in

liquidation

Chairman of the Board of Directors

Allwyn International AG (formerly Allwyn

International a.s.)

Member of the Board of Directors

Allwyn Lottery Solutions Limited (formerly

Camelot Global Lottery Solutions Limited)

Director

Allwyn Services UK Ltd (formerly Sazka Group UK

Ltd)

Member of the Board of Directors

Allwyn Technology Services Limited (formerly

Camelot Global Services Limited)

Director

Casinos Austria AG (Austria)

Member of the Supervisory Board

Kaizen Gaming Holding Ltd

Director

Kaizen Gaming International Ltd

Director

KKCG Group AG (formerly KKCG AG)

Vice-Chairman of the Board of

Directors

KKCG Holding AG

Member of the Board of Directors

Lottoitalia S.r.l.

Member of the Board of Directors

Österreichische Lotterien GmbH

Member of the Supervisory Board

Sazka a.s.

Member of the Board of Directors

Sazka FTS a.s.

Member of the Supervisory Board

Valea Holding AG

Member of the Board of Directors

Cherrie Mae Chiomento-Ferreria

Vice-Chair B, 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 Development (IMD) in Lausanne, Switzerland and the

Advanced Management Program (AMP) at Harvard Business School Boston, USA.

Other professional commitments

None.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Pavel Mucha

CFO, Executive Member

Mr. Pavel Mucha 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 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

Member of the Board of Directors

Kamil Ziegler

Executive Member

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.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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

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 AG (former Allwyn

International a.s.)

Member of the Board of Directors

Allwyn International a.s.

Member of the Board of Directors

Allwyn Financing Czech Republic a.s. ,

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

MND Group AG

Member of the Board of Directors

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Metanol d.o.o.

Director

Rezervoarji d.o.o.

Director

US Methanol LLC

Director

KKCG UK Advisory LTD

Director

KKCG US Advisory LLC

Director

US Methanol Midco LLC

Director

KKCG Methanol Holdings LLC

Director

Liberty One O&M 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 LTD)

Director

Allwyn Entertainment Ltd (formerly Sazka

Group UK 2 LTD)

Director

Allwyn Services UK Ltd (formerly Sazka Group

UK Limited)

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

Azur a.s.

Member of the Supervisory Board

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

KKCG Group AG (formerly KKCG AG)

Member of the Board of Directors

KKCG Advisory a.s.

Member of the Board of Directors

Robert Chvátal

Non-Executive Member

Born in 1968, Mr. Chvátal graduated from the Prague University of Economics with a degree in

Business Administration and International Relations and has completed executive MBA coursework at

Harvard Business School and Stanford Graduate School of Business.

He began his career at Procter & Gamble and Reckitt Benckiser, holding marketing leadership roles in

Germany, the Czech Republic, and Slovakia. He later joined T-Mobile, serving as Chief Marketing

Officer in the Czech Republic and as CEO of T-Mobile Slovakia and T-Mobile Austria.

In 2013, Mr. Chvátal transitioned to the lottery and gaming sector as CEO of SAZKA a.s., overseeing its

transformation into one of the fastest-growing lottery companies globally. Since 2017, he has been

the CEO of Allwyn (formerly SAZKA Group) and a member of its Board of Directors, while also serving

on the boards of OPAP, CASAG, and Austrian Lotteries.

He has held prominent roles in international lottery organizations, including as Vice-President (2015–

2021) and member (2014–2023) of the European Lotteries Association Executive Committee. Since

2024, he has been a member of the World Lotteries Association Executive Committee and remains

active in the Eurojackpot initiative.

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 AG (formerly Allwyn

International a.s.)

Member of the Board of Directors, CEO

Allwyn Austria Holding 1 GmbH (formerly SAZKA

Austrian Gaming Holding a.s.)

Member of the Board of Directors

Allwyn Italy Holding AG (formerly 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

OSTERREICHISCHE LOTTERIEN GESELLSCHAFT

M.B.H.

Deputy Chairman

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

CASINOS AUSTRIA

AKTIENGESELLSCHAFT

Member of the Supervisory Board

Allwyn US Holding Inc.

CEO, Director

Allwyn Services Czech Republic a.s. (formerly

SAZKA Group CZ a.s.)

Chairman of the Board of Directors

ALLWYN UK HOLDING LTD (formerly SAZKA

GROUP UK HOLDING LTD)

Director

ALLWYN ENTERTAINMENT LTD

Business Executive

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

Esports Innovation Group Ltd

Board Member

Fisherman Foundation

Foundation Board Member

Shigeo & Megumi Takayama Foundation

Foundation Board Member

0xCollection Ltd

Board Member

Socom Sanity AG

Board Member

Vorgezem SA

Board Member

Valea Foundation

Directorship Protectorship

ATAG Family Office Ltd

Board Member

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

ATAG Private & Corporate Services Ltd

Board Member

ATAG Attorneys Ltd

Board Member

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

ATTAG Private & Corporate Services Ltd, Basel

C.D.-Stiftung, Essen, Germany

Conrad Legal Consulting Ltd

Bem Estar GmbH, Küsnacht, Switzerland

Biogas Zurich AG, Zurich, Switzerland

Cup & Cino Foundation, Paderborn, Germany

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)

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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

GASTRADE S.A.

Chairman of the Board of Directors

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 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

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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.

C: Accountability

C.1: FINANCIAL AND BUSINESS REPORTING

The Board is responsible for the integrity of OPAP’s Annual Financial Report and recognizes its

responsibility to present a fair, balanced and comprehensible assessment of OPAP’s position and

prospects.

The Board is satisfied that the Annual Financial Report and other reports to regulators present in a

fair, balanced and comprehensible manner the position, growth and prospects of OPAP and OPAP

Group.

To enable financial reporting and the preparation of the 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, among others, the identification and communication of

changes in accounting standards, and reconciliation of core financial systems.

Throughout the year, OPAP 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 248 under Accounting Policies.

With respect to the statutory auditors and following an Audit Committee recommendation, the Board

agrees to an engagement letter with the auditors for the statutory audit (annual audit and half-year

review), including the auditors’ statement of work and their reporting responsibilities. An analysis of

the remuneration paid by OPAP Group to the statutory auditors for their audit and non-audit services

is included on page 343 of the Annual Financial Report.

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 20.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

All information provided 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 Financial

Report and the Company's Articles of Association, to which we refer.

C.2: INTERNAL CONTROLS SYSTEM

The Board of Directors is responsible for establishing and maintaining an effective Internal Controls

System (“ICS”), which comprises control mechanisms and processes aimed to constantly control the

operations of OPAP and its significant subsidiaries. The objective is to provide reasonable assurance

that published financial and non-financial information is thorough, accurate, reliable and timely, that

risks are timely and effectively identified and mitigated, that the Company, its Management and all

employees adhere to all applicable laws and regulations as well as to internal policies, standards, plans

and, that the plans, programs, goals, and objectives of the Company are achieved through an efficient

use of available resources.

In this regard, the Internal Controls System is based on international best practices. The Board is

confident that the ICS is 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 Risk Management Team headed by a Risk Officer and an

approved risk management framework, providing a solid basis for managing risks effectively.

The control environment encompasses all the organizational structures, policies and processes that

form the basis for the development of an effective and adequate Internal Controls System.

Further, OPAP’s control environment is reinforced by the principles of Business Conduct included in

the OPAP Code of Conduct, as well as a range of policies and procedures on corporate, social and

environmental responsibility and information security.

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

and 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.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Furthermore, the Board of Directors has overall responsibility for the effectiveness of the Internal

Control System (ICS). In this context, the legislation provides for the periodic evaluation of the

effectiveness of the ICS, which is carried out in accordance with the applicable law.

The first evaluation of the Company’s ICS was performed with reference date 31.12.2022 (for a

detailed analysis, please see below under the title “Periodic Evaluation of the Internal Controls System

(ICS)”).

The key elements of OPAP’s Internal Controls System 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 Chairman

& CEO supported by the Deputy CEO and the Senior Management. The Chairman & CEO and other

Executives are entrusted with the duty to clearly communicate OPAP’s vision, strategy, operating

model, values and business objectives across the Group and constantly monitor their progress.

Organizational Structure – The Senior Management team’s structure, as reflected in the current

organizational chart, is designed 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 controls mechanisms and processes are embedded in the responsibilities of

managers of business teams.

Budgeting – An annual planning process is conducted in which the operating budgets (OPEX and

CAPEX) for the upcoming financial year are prepared and reviewed by the Board. Long-term business

plans are also reviewed and approved 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 Function is an independent and objective assurance activity within

the Company. The mission of the Internal Audit Function is to enhance and protect organizational

value by providing risk-based and objective assurance, advice and insight. The Internal Audit Function

assists OPAP Group in achieving its objectives by adopting a systematic, disciplined approach to

evaluate and improve the effectiveness of governance, risk management, and control processes.

The Internal Audit Director (“IAD”) 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 their duties, and has the necessary qualifications, competencies and experience to

perform such duties effectively. The IAD reports functionally to the Audit Committee and

administratively to the CEO and must not hold a position as a member of the Board of Directors, serve

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

on any other permanent committee within the Company or have close relationships (up to the second

degree by blood or marriage) with individuals in such roles within OPAP or its subsidiaries.

The Internal Audit Function operates in accordance with a risk-based audit plan which is reviewed and

approved annually by the Audit Committee. The subsidiaries HELLENIC LOTTERIES S.A., NEUROSOFT

S.A., STOIXIMAN LTD and TORA WALLET SINGLE MEMBER S.A. have each established an independent

Internal Audit Unit that operates in alignment with the principles and standards set by the Internal

Audit Function of OPAP Group.

Risk Management - In line with the Company’s commitment to a robust corporate governance system,

the Board of Directors has instituted a dedicated Risk Management Team, reinforcing a proactive

approach to identifying, assessing, and managing Company’s risks. A 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

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. The Company’s risk management practices are integrated into the

Company’s business strategy, with a summary of the most significant risk areas faced by OPAP

included in the Business Strategy section on page 20. Comprehensive details concerning OPAP’s main

risks and uncertainties are set out on pages 14 to 19, 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. Whenever required, the

Company’s risk management framework is reviewed 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.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Compliance – OPAP operates within one of the most highly regulated industries. To ensure full

alignment with legal and regulatory framework while reinforcing corporate responsibility and

governance standards, OPAP has established a comprehensive 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 sets the overarching principles and our commitment to act so as to achieve compliance, and a

set of processes regarding compliance framework monitoring, compliance risk assessments, and

annual Compliance and RG Report & Plan. 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 Senior Management and all business units. The LRCT is independent of the business

lines and internal units it controls, has sufficient authority, stature, 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). The Company takes regular actions to combat illegal gambling and

obtains certifications demonstrating 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

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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 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

• Determination and Evaluation of Environmental Aspects

• Health and Safety Risk Identification and Evaluation

• Policy on CSR Strategy Deployment

• Corporate Sustainable Development Policy

• Investor Relations Policy

• Group Information Security Framework and Policy

• 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, which was further updated in 2024, 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)

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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 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

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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 Interest - 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. Conflicts of interest

between the Company and its employees who are not Board members or members of Senior

Management are handled in accordance with the Company’s Code of Conduct.

Periodic Evaluation of the Internal Controls System (ICS) - The Internal Controls System (ICS) of the

Company and its significant subsidiaries (i.e. HELLENIC LOTTERIES S.A. and STOIXIMAN LTD) was

evaluated with reference date as of December 31, 2022 and 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 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 confirmation that the Company and its significant subsidiaries

are in compliance with the applicable legislative and regulatory framework governing the Internal

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Control and Corporate Governance Systems. The next evaluation of the ICS is scheduled to be

conducted within 2025, in line with the requirements of Corporate Governance Law (4706/2020).

Periodic Evaluation of the Corporate Governance System - In accordance with Article 4, paragraph 1

of Law 4706/2020, regarding the periodic evaluation (at least every three (3) financial years) of the

implementation and effectiveness of the Company’s Corporate Governance System, a comprehensive

evaluation of the Corporate Governance System was conducted by the Company’s Internal Audit

function in early 2025. The evaluation covered the period from 17.07.2021 until 31.12.2024 (reporting

date), and was completed without significant findings or deficiencies, confirming the Company’s

compliance with regulatory standards and its commitment to maintaining strong corporate

governance principles. The Board of Directors actively participated in overseeing the process, ensuring

that all actions were aligned with the Company’s strategy for transparency, accountability, and

efficiency. The successful completion of the evaluation reflects the Company’s dedication to

continuous improvement and the strengthening of governance mechanisms, ensuring compliance

with legal requirements.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

C.3: AUDIT COMMITTEE AND AUDITORS

Report of the Audit Committee

The Audit Committee of OPAP Group (hereinafter the “AC” or the “Committee”) presents the

Committee’s Activity Report for the year 2024.

The Committee is governed by its Charter which was approved by the AC and the Board of Directors

of OPAP on 14.10.2020, and is currently publicly available on the Company’s site, as per the provisions

of Law 4449/2017, as amended and currently in force. The Charter is annually reviewed 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 composition and key activities of the Committee during 2024 are set out below.

AC Composition

The Audit Committee is comprised of three Independent, Non-Executive Board members, as

appearing in 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 a resolution of the Annual General Meeting of Shareholders dated 09.06.2022, the current

Audit Committee has been established as a Board of Directors Committee. It consists of 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, for the incumbent Audit Committee 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 and 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, corporate governance & risk management, internal control

over financial reporting (including US Sarbanes-Oxley SOX 302/404), and finance for businesses in

global environments.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Audit Committee Meetings

The Committee met eight (8) times in 2024, while sixteen (16) 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, Head of Financial and Operational Controls and Head of Internal

Systems Controls and Technology;

• Chief Financial Officer;

• Operational Finance Director and Financial Reporting Manager;

• External (statutory) auditors;

• Group Treasury, Credit Risk & AML Director who also leads the Risk Management Function

• Head of ESG, Corporate Communications & Corporate Responsibility Director;

• Top Management executives and Managers/Directors of Company’s teams.

The areas covered and the main items discussed during the AC meetings held within 2024 are

summarized below:

Financial Statements/Financial Reporting

1. Reviewed the annual Standalone and Consolidated Financial Statements for the year

ended 31 December 2023 and further recommended their approval by the Board of

Directors;

2. Reviewed the semiannual Standalone and Consolidated Financial Statements for the

period 01.01.2024 to 30.06.2024 and further recommended their approval by the Board

of Directors;

3. Reviewed the quarterly unaudited financial information/Interim Management

Statements as of 31.03.2024 and 30.09.2024 and further recommended their approval by

the Board of Directors;

4. Reviewed any new accounting, governance, tax and reporting developments;

External (statutory) Audit

1. Reviewed OPAP audit fees for the period 1.1-31.12.2024 and proposed their approval to

the Board of Directors;

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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 an Auditing Company for the statutory audit of the

Company’s Standalone and Consolidated Financial Statements for the FY 2024;

4. Reviewed, discussed and approved PwC’s audit planning/strategy for the year ended

31.12.2024, 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 the 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;

Sustainability Report – CSRD and ESRS standards readiness

1. Held regular meetings with the ESG Head and the Corporate Communications &

Corporate Responsibility Director to discuss:

• The Company's preparation and compliance measures for the CSRD (Corporate

Sustainability Reporting Directive) requirements

• Progress on developing the Sustainability Report, which applies to OPAP Group as an

EU Public Interest Entity (PIE) for fiscal year 2024, with first reporting due in 2025

2. Met with external auditors and reviewed their Independent Limited Assurance audit on

specific Non-Financial quantitative indicators (ESG) included in the Annual Financial

Report 2023, which served as a preparatory exercise ahead of full CSRD implementation

in 2024;

3. Evaluated PricewaterhouseCoopers' (PwC) analysis regarding:

• The implications of the newly enacted Law 5164/2024

• PwC's assessment of their ability to maintain independence and objectivity while

performing both:

• The statutory audit of the financial statements

• The assurance of the CSRD/Sustainability Reporting

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Internal Audit

1. Reviewed the IA activity quarterly reports for 2024 and the IA 2023 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 results of the audit work carried out in accordance with the approved

Internal Audit Plan and submitted proposals for improvements and/or necessary

corrective actions;

3. Reviewed the list of outstanding findings identified by the Internal Audit Team, informed

the Board of Directors accordingly and recommended corrective actions;

4. Reported to the Board of Directors all important matters’ pertaining to the Company’s

Internal Controls System;

5. Approved the FY 2024 Internal Audit Risk Based Plan and its subsequent amendments;

6. Approved the FY 2025 Internal Audit Risk Based Plan;

7. Evaluated the OPAP Group Internal Audit Function for 2023

8. Evaluated the Internal Audit Director (IAD) for 2023;

9. Reviewed results of the Internal Audit external quality assessment conducted by IFACI.

Risk Management

1. Reviewed the Company Risk Appetite - Performance Metrics and the results of their

evaluation;

2. Reviewed the quarterly risk management reports and further submitted them to the

Board of Directors;

SOX Compliance

While the Group remains exempt from the SOX regime in 2024, Internal Audit continued to

conduct comprehensive reviews and assessments of risks and internal controls in alignment with

pertinent regulations. As part of its broader risk-based approach, this included monitoring any

residual matters that stemmed from the Group's previous SOX compliance work. These activities

were integrated into the quarterly Internal Audit reports and the tracking of outstanding findings,

which were regularly presented to and reviewed by the Audit Committee.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Audit Committee matters

1. Approved the Audit Committee Activity Report for the year ended 31.12.2023

2. Conducted the Audit Committee’s self-assessment for the year 2023, which was facilitated

by an external consultant;

3. Drafted and adopted the Audit Committee Plan for 2024;

4. Reviewed the Audit Committee Charter;

5. Adopted an indicative annual schedule of regular AC Meetings for 2025;

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 01.01.2024 to 31.12.2024.

Corporate Sustainable Development

The Audit Committee is informed about the impact of the Company's performance on sustainable

development, 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 2021

Corporate Governance Code, the Company adopts and implements a Corporate Sustainable

Development Policy and has identified during 2024 the most material issues, listed in “7. Sustainability

Statement” of the present Board of Directors’ Report. The AC has been informed accordingly and

acknowledges the significance of all issues for OPAP’s sustainable development and actively monitors

the effectiveness of internal controls related to sustainability reporting.

The AC has also been updated on the new developments on sustainability reporting following the EU

Corporate Sustainability Reporting Directive (“CSRD”) and its transposition to the Greek legal system

by virtue of the Greek law 5164/2024, 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 performance, as well as the impact of the business’ activities

on people and the environment ( “double materiality”).

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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

C.4. RELATED PARTIES TRANSACTIONS (the “RPT”) POLICY

In accordance with Law 4548/2018, the Company has adopted a Related Party Transactions Policy

(hereinafter the “RPT Policy") . 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.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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 employee 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.

By means of the new Compensation & Benefits Policy the Company aims to reward the contribution

of all employees in the business results, as well as to forge the desired company culture.

Furthermore, during 2023 the Company adopted a new pension plan for all employees, aiming to

increase engagement & retention levels while also enhancing the competitiveness of our overall

benefits package to attract new candidates. Main aspects of the plan are:

• The Company matches each 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 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 (ReNoCo) is responsible for determining the benefits

that encourage good customer service, ensure fairness to all our employees and are aligned with the

interests of all 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

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

• 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.

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 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 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.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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

As a general process, the Remuneration and Nomination Committee prepares a clear and

comprehensible remuneration report, presenting an overview of the remuneration paid to Board

Members during the preceding financial year, as required by the Company Law. The remuneration

report is subsequently 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 and the

Board of Directors is required to explain in the next remuneration report in what way the result of the

Shareholders’ vote was taken into account.

In line with the process described above, the remuneration report for 2023 was submitted to, and

approved by the Annual General Shareholders’ Meeting of 2024, and was further disclosed on the

Company’s website. Further, the remuneration report for 2024 will be submitted for discussion to the

Annual General Shareholders’ Meeting of 2025, ensuring that the report is prepared and published in

accordance with the requirements of applicable law.

D.2: REMUNERATION & NOMINATION COMMITTEE (the “ReNoCo”)

The Remuneration and Nomination Committee (the “ReNoCo” or the “Committee”) unanimously

acknowledges that the Committee has fulfilled its duties and responsibilities, as specified in its Charter

and more specifically acknowledges the following:

ReNoCo 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 ReNoCo comprises three Non-Executive Board members, in their majority Independent, as

appearing 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

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Within the reference period (01.01.2024-31.12.2024) none of the Committee members’ term of office

exceeded nine (9) years in total.

During 2024, 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 2023 and submission to

the Company’s General Meeting for advisory vote;

• 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 personnel;

• Recommendation in relation to the composition / structure of the Board;

• Review of succession plan for chief officers to maintain an appropriate balance of skills,

experience, expertise and diversity in the management of the Company.

The tenure of the Remuneration and Nomination Committee was resolved to be equal to the tenure

of the Board of Directors, for the incumbent Committee 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.

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 & CEO alongside 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

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

• 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.

Since 2022, the Investor Relations Team has 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. The Investor Relations Policy, initially

published in 2021, constitutes part of the Company’s Internal Rules and Regulations and was revised

in 2024. Throughout 2024, 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, to enhance investors and

analysts’ understanding and stimulate interest in the Company aiming to build investor

loyalty.

In 2024 the Company participated in multiple international investor events and roadshows related to

either Gaming, Emerging Markets and/or Greece - Southeastern 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 communicating with the investors’ community, while

the Management of the Company, including the Chairman & CEO, the CFO and key directors, are

available to discuss governance and strategy with major shareholders and institutional investors

whenever such a dialogue is needed.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

E.2: THE ANNUAL GENERAL SHAREHOLDERS’ MEETING (AGM)

The AGM provides all shareholders with an opportunity to express their opinion and vote on the

matters put under their consideration. The AGM is used as the main opportunity for the members of

the Board of Directors to meet directly with shareholders and investors. It is attended by the members

of the Board of Directors, the Internal Audit Director and Senior Management, while all participating

shareholders are given the opportunity to ask questions to the Chair of the Board, the Chairs of Board

Committees and the Board.

The Company makes publicly available all information related to the AGM in a way that ensures easy

and equal access for all. Specifically, the Company posts on its website, twenty (20) days before the

Meeting, the invitation to the General Shareholders’ Meeting, all relevant information for each agenda

item, and all documentation required by the legal framework (information on shareholders’ minority

rights, template proxy statements, etc.).

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.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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. Mrs. Verra is the Chairwoman of the BoD and Audit Committee of Neurosoft SA

and BoD member of Horse Races S.A. 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 before the Supreme Court and the Council of State. Mrs. Verra boasts more than 25 years of

professional experience in senior positions requiring an increased level of responsibility, with

companies listed in the ATHEX (OTE-COSMOTE-PIRAEUS BANK), having successfully handled top

litigation, legal and regulatory cases. She has also served as BoD member in various companies and

authorities (i.e. ERGOSE S.A., National Regulatory Authority for Railways etc.). She is member of ICC

Commission on Arbitration and ADR and she has been recognized as a top Greek legal counsel by the

Legal 500 Guide of the Chambers and Partners.

Ilias Katsaros

Chief Retail Officer

Ilias Katsaros joined the OPAP family in 2022 and leads the Group's Retail Team, responsible for Sales,

Marketing, and Operations of OPAP and PLAY Stores, as well as the other retail sales networks of the

company. He is also a member of the Board of Directors of HELLENIC LOTTERIES S.A. and OPAP CYPRUS

LTD.

Ilias is a leader with high empathy and a focus on people. He has over 25 years of professional

experience in various sectors in the USA, Greece, and Germany, having worked for companies of

international scope, such as adidas, Diageo, and Korres. He has led demanding strategic and digital

transformation projects, delivering significant commercial results. He focuses on designing and

implementing changes with an emphasis on improving customer experience, maximizing revenue and

profitability, and developing high-performing teams.

He is a graduate of the Chemical Engineering department of the National Technical University of

Athens and holds an MBA from California State University, Los Angeles.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Argiris Diamantis

Chief Technology Officer

Argyris 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.

Argirios 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 (until 28.02.2025)

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. Since

2012 she has been a certified by the World at Work Society as a Global Remuneration Professional.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Matthaios Matthaiou

Chief Sales & Marketing Play Stores, HL & 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 including that of the Chief Operating

Officer. In 2024 he was promoted to Chief Sales and Marketing Play / HL and Operations Officer. He

truly enjoys leading very diverse teams with high energy and takes great pride in developing team

members into leadership roles. He has worked in Greece and abroad, holding senior roles, locally and

internationally, in Shell, the Boston Consulting Group and Hellenic Petroleum. During his career he has

combined hands on experience with a strategic perspective in a wide array of assignments, he has led

cross-functional teams, delivering impactful transformational projects and building winning teams. He

is a graduate of the Athens University of Economics & Business and holds an MBA from the Warwick

Business School (UK).

Fotis Zisimopoulos

Chief Sales & Marketing OPAP Stores Officer

Fotis Zisimopoulos started working at OPAP in June 2014. In 2021, he assumed the position of Chief

Product Officer, and in 2024, he was promoted to Chief Sales & Marketing OPAP Stores 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 served as a senior executive in the fields of consumer and product

marketing, both in Greek and multinational companies such as Sara Lee and Forthnet. During these

years, he has led the development and management of new products and services, as well as new

markets, based on consumer trends. He is a graduate of the Athens University of Economics and

Business, specializing in Operational Research and Marketing, and holds an MBA from the same

university.

Lukas Antos

Chief Customer Officer

Lukas Antos is the Chief Customer Officer of OPAP S.A. since October 2024, and he is responsible for

promoting the OPAP brand, media and communications, CRM/Loyalty and insights supporting both

Retail and Online.

He is a dynamic and results-driven executive with more than 20 years of experience with end-2-end

experience in marketing, P&L ownership, and execution of commercial strategies across various

industries, including e-commerce, retail, FMCG, and telecommunications.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Before joining OPAP, Lukas served as the Chief Marketing Officer at Rohlik.cz, a technology leader and

unicorn in the e-grocery sector, with P&L responsibility, focusing customer acquisition, CRM,

Customer Value and Lifecycle management, and brand communications in 100% digital environment.

He also held the position of Chief Commercial Officer at CETIN, a leading Czech telecommunications

company and he boasts experience as a seasoned senior marketing executive in diverse cultural

environments, in leading companies such as Banglalink, Telenor, Samsung, O2 and Vodafone, in Czech

Republic, Hungary, Bangladesh, and Myanmar.

Lukas holds a BA in Business Administration (1998) and an MBA from Sheffield Hallam University/ČVÚT

of Prague (2003).

Ioannis Panopoulos

Chief Online Officer (as of 01.01.2025)

Yiannis Panopoulos joined OPAP in December 2015 and has held various leadership roles since then.

In 2025 he was promoted to Chief Online Officer.

During his years at OPAP he served as the iLottery Director, bringing the current proposition to life, as

Online Operations Director building the foundations of today’s Online Business and as an Information

Security Director.

Before joining OPAP, he has held Senior Management positions in the Financial and Technology sector,

leading a wide range of business functions, Governance, Operations and Software Development.

He holds an Executive MBA and a BSc in Informatics from the University of Piraeus. Additionally, he

has completed executive education programs at MIT Sloan and Harvard Business School around

Disruptive Strategies and Innovation of Product and Services.

Emilia Steliarou

Chief People Officer (as of 01.03.2025)

Emilia Steliarou is member of the OPAP family since May 2015. Since then, she has held leadership

positions in People Team with the last being Learning & Development and Internal Communications

Director. In March 2025, she was promoted to Chief People Officer. She began her HR career in 2001

in London UK, working for the Halifax Bank and has held several HR leadership roles in Greek and

Multinational companies, such as Fnac SA, Rolco Bianil SA, Sarantis Group SARKK Tommy

Hilfiger/Calvin Klein, etc. During these years, amongst others, she has led cultural transformation

initiatives, development programs for people upskilling and reskilling, internal communication

strategies for boosting employee engagement. She holds an MA in International Business &

Management from the University of Westminster, UK, and a BA in Public Administration from the

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Panteion University of Athens. Emilia loves spending time with her family and friends and enjoys

travelling to new destinations.

He holds an Executive MBA and a BSc in Informatics from the University of Piraeus. Additionally, he

has completed executive education programs at MIT Sloan and Harvard Business School around

Disruptive Strategies and Innovation of Product and Services.

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

10,000

Nancy Verra

Chief Legal, Regulatory and

Compliance Officer

1,000

Argiris Diamantis

Chief Technology Officer

Achillia Condou

Chief People Officer

(until 28.02.2025)

Matthaios Matthaiou

Chief Sales & Marketing

Play Stores, HL &

Operations Officer

6,004

Fotis Zisimopoulos

Chief Sales & Marketing

OPAP Stores Officer

Ilias Katsaros

Chief Retail Officer

4,000

Lukas Antos

Chief Customer Officer

Ioannis Panopoulos

Chief Online Officer (since

01.01.2025)

2,000

Emilia Steliarou

Chief People Officer

(as of 01.03.2025)

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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 (when required).

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).

• Pursuant to article 8(2) of Law 4706/2020, in case the Board of Directors appoints an Executive

Chair, it obligatorily appoints a Vice-Chair from the Non-Executive members. The Company

has constantly and fully complied with the Law by appointing a Non-Executive Vice Chair. In

addition, following the restructuring of the Board and the combination of the roles of Chair &

CEO in the same person, the Board has proceeded with the appointment of an Independent

Non-Executive member as second Vice-Chair, to significantly enhance the efficacy of the

Board. The Non-Executive Vice Chair contributes positively to the Board's dynamics, assists in

bridging any gaps between the Board and the Management of the Company, and facilitates

smoother communication and collaboration, providing additional oversight and support. The

support by the Non-Executive Vice Chair will be further strengthened by direct cooperation

with the Independent Non-Executive Vice Chair, ensuring that there is a broader range of

perspectives and expertise available to the Board. The combination of a Non-Executive Vice

Chair and an Independent Non-Executive Vice Chair enhances the Board's overall

effectiveness, by providing a balance of independence, oversight, and support. The

Independent Non-Executive Vice Chair provides an independent perspective, ensuring that

the interests of shareholders and other stakeholders are adequately represented. This role

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

also serves as a check on the Chair-CEO, providing oversight and ensuring that the Board

remains independent and effective. Both Vice-Chairpersons have been appointed based on

their individual professional and personal qualities, their profound experience in the

respective areas of expertise and the knowledge of the market in which the Company

operates. They are both 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).

• The evaluation of the Chair of the Board is performed by the Remuneration and Nomination

Committee, which is chaired by an Independent Non-Executive Board Member. (Clause 2.2.22

of the Corporate Governance Code).

• The contracts of the Executive Board members’ 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).

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

7. Sustainability Statement

General Information (ESRS 2 General Disclosures)

Basis for preparation

BP-1 - General basis for the preparation of the sustainability statements

This sustainability statement has been prepared in accordance with the European Sustainability Reporting

Standards (ESRS) for the financial year ended December 31, 2024. This is the first time OPAP Group is

reporting in accordance with CSRD and ESRS and best efforts have been put into translating the

quantitative and qualitative disclosure requirements into relevant descriptions and data points. As a

guiding tool, OPAP Group has relied on the implementation guides made available by the European

Financial Reporting Advisory Group (EFRAG).

Scope of reporting

The Annual Financial Report that includes the Sustainability Statement was prepared on a consolidated

basis, including all entities under OPAP S.A. financial control which engage in activities that generate

additional environmental, social, or governance (ESG) impacts. [ESRS 2 BP-1 par. 3, 5a, 5b]

The sustainability statement comprehensively addresses the impacts across both OPAP Group upstream

and downstream value chain. The upstream value chain encompasses the activities and processes that

contribute to the development and delivery of OPAP Group’s services. The downstream value chain

consists of the entire retail network and customers /end-users, covering the distribution and use of OPAP

Group’s services as reflected in Scope 3 emissions along with aspects such as responsible gaming and social

investments. [ESRS 2 BP-1 par. 5c]

BP-2 – Disclosures related to specific circumstances

Time horizons

There are no deviations from the ESRS definitions for time horizons. Namely, OPAP Group has used the

following time horizons throughout its sustainability statement:

• Short-term time horizon: the period adopted as the reporting period in its financial statements

• Medium-term time horizon: from the end of the short-term reporting period defined in (a) up to 5 years

• Long-term time horizon: more than 5 years.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

[ESRS 2 BP-2 par. 9a, 9b]

Sources of estimation and outcome uncertainty Scope 3 value chain estimates

OPAP Group aims to disclose data correctly and accurately. As part of its efforts to assess and therefore

minimize its impact, OPAP Group identified the main Scope 3 categories and estimated the corresponding

GHG emissions, recognizing the inherent uncertainties, particularly for value chain-related categories and

their subsequent metrics, such as use of sold products and franchises. Any potential sources of

measurement uncertainty, assumptions or estimates are described in the accounting principles of the

respective disclosure point. [ESRS 2 BP-2 par. 10]

Disclosures stemming from sustainability reporting frameworks

In the Cyber and Information Security chapter, the utilization of specific metrics in OPAP Group’s

sustainability statement is considering other generally accepted sustainability reporting standards and

frameworks. In particular, the specific metric Number of complaints concerning breaches of customer

privacy received from outside parties and substantiated by the organization is guided by the Global

Reporting Initiative Standards (GRI, 2021) using elements of GRI 418: Customer Privacy, which

encompasses aspects of data protection and cyber security and has been adjusted according to OPAP

needs. [ESRS 2 BP-2 par. 15]

Incorporation by reference

DISCLOSURE REQUIREMENT / DATA POINT

LOCATION

ESRS 2 GOV-1 PAR. 19

Annual Financial Report: Leadership (A), The Role

of the Board (A.1), Audit Committee and Auditors

(C.3), Remuneration and Nomination Committee

(D.2), Senior Management (F)

[ESRS 2 BP-2 par. 16]

Sustainability Governance

GOV-1 – The role of administrative, management and supervisory bodies

The role of administrative, management and supervisory bodies in Business Conduct

The Board members and Senior Management clearly express their strong opposition to any illegal activities

and emphasize their commitment to safeguarding the OPAP brand, its reputation, and its share price. The

OPAP Group Internal Rules and Regulations, along with the Code of Conduct, demonstrate OPAP's

dedication to fostering a corporate culture of ethics and honesty by maintaining effective mechanisms for

raising employee awareness.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

The Board of Directors and Audit Committee oversee business conduct, ensuring compliance with laws,

regulations, and ethical standards, pursuant with the provisions of OPAP’s Group Internal Rules and

Regulations. [ESRS G1 GOV-1 par. 5a]

The Board of Directors collectively possesses extensive expertise in business conduct issues, as evidenced

by their diverse backgrounds and professional experiences (gaming industry, legal sector, banking industry,

accounting/audit & risk, etc.). The members of the Board bring a wealth of knowledge from various sectors,

ensuring a comprehensive understanding of corporate governance and ethical business practices.

Collectively the Board of Directors demonstrates leadership, strategic thinking, financial acumen, risk

management, and knowledge of corporate governance.

Additionally, the Board's collaboration with senior management, as the BoD Chairman serves also as the

CEO of senior management, highlights their dedication to aligning the company's strategic goals with

ethical business practices. The expertise of the Board members is further evidenced by their curricula vitae,

which are published on the company's website. These CVs highlight their extensive experience in various

industries, their academic qualifications, and their previous roles in senior management positions. This

collective expertise enables the Board to ensure adherence to best practices in business conduct and

corporate governance. [ESRS G1 GOV-1 par. 5b]

Sustainability responsibilities of administrative, management and supervisory bodies

The Board of Directors (BoD) is the highest administrative body of the Company, responsible for

formulating strategy, supervising management, and ensuring compliance with the Corporate Sustainability

Reporting Directive (CSRD). The BoD Chairman and CEO lead the sustainability strategy, and the Board

decides on the sustainability agenda, including approving and enforcing internal rules and regulations

aligned with the company's sustainability goals.

The BoD reviews, provides feedback, and signs off on the Sustainability Statement to ensure CSRD

compliance. Their involvement in the Fit and Proper Policy ensures members are equipped to manage the

company per corporate governance regulations. It also ensures that OPAP Group is well-positioned to

handle sustainability impacts, risks, and opportunities, enhancing long-term value and reputation.

Information regarding the members (including their roles and responsibilities) of, the Board of Directors,

the Audit Committee, the Remuneration and Nomination Committee, and the Senior Management can be

found in the sections A. Leadership, A.1: The Role of the Board, C.3: Audit Committee and Auditors, D.2:

Remuneration and Nomination Committee, and F. Senior Management of the Corporate Governance

Statement respectively, as presented in the Annual Financial Report. [ESRS 2 GOV-1 par. 19, 22a]

As stated in OPAP S.A. Fit and Proper Policy, members of the BoD have an up-to-date understanding of the

business of the company and its risks, at a level commensurate with their roles and responsibilities. This

includes an appropriate understanding of those areas for which an individual member is not directly

responsible but is collectively accountable together with the other members of the BoD. Executive

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

directors have gained sufficient practical and professional experience from a managerial position and non-

executive directors are able to provide constructive challenges to the decisions and effective oversight of

the executive directors. Adequate knowledge, skills and experience for fulfilling the non-executive

directors’ duties effectively have been gained from relevant academic or administrative positions or

through the management, supervision or control of other firms. Furthermore, all members with

administrative, management and supervisory roles, according to their position, are knowledgeable about

the sector and geographical markets where OPAP Group operates. Specific information on BoD members

can be found in the B.5: Curricula Vitae of the Board of Directors Members section of the Corporate

Governance Statement. [ESRS 2 GOV-1 par. 21c]

When assessing the knowledge, skills and experience of a member of the BoD, consideration is given to the

theoretical and practical experience relating to: (i) gaming sector and/or financial markets; (ii) legal

requirements and regulatory framework; (iii) strategic planning, the understanding of an institution’s

business strategy or business plan and accomplishment thereof; (iv) risk management (identifying,

assessing, monitoring, controlling and mitigating the main types of risk of an institution); (v) accounting

and auditing; (vi) the assessment of the effectiveness of an institution’s arrangements, ensuring effective

governance, oversight and controls; and (vii) the interpretation of an institution’s financial information, the

identification of key issues based on this information, and appropriate controls and measures.

Board of Directors and Executive Management diversity

During the reported financial year, the Board of Directors (BoD) consisted of eleven (11) members, eight

(8) non-executive members of which four (4) were independent (36%), and three executive members.

Specifically, since 01.01.2024 until the date of this Statement, three executive members participate in the

Board of Directors, namely Jan Karas, CEO until 30.09.2024, thereafter Chairman & CEO as of 01.10.2024,

Kamil Ziegler, Executive Chairman until 30.09.2024, thereafter Executive BoD Member, Advisor to the

Chairman & CEO as of 01.10.2024, and Pavel Mucha, CFO.

OPAP Group 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 (8) men and three (3) women (i.e. 27% and 3/8 ratio of female to male), while Greek BoD members

represent 18.18% and non-Greeks represent 81.82%.

During 2024 our percentage of women in managerial positions (Team Leader level +) was 34.18 %, an

increase from 31% in 2023. Regarding our Top Executives (Chairman, CEO, Chiefs) the percentage of

women reached 18.18% in 2024. Greek Top Executives represent 72.73% and non-Greeks are 27.27%.

[ESRS 2 GOV-1 par. 21a, 21d, 21e]

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Representation of workers in administrative, management or supervisory bodies

Trade union represents the interests of employees, however, none of those representatives is a member

of the administrative, management or supervisory bodies. [ESRS 2 GOV-1 par. 21b]

Experience relevant to sustainability matters

The BoD collectively possesses the necessary knowledge, skills, and experience to manage and oversee the

company effectively. This includes understanding the business and its main risks, material activities,

sectoral and financial competence, financial accounting and reporting, risk management, compliance,

internal audit, IT and security, market dynamics, legal and regulatory environments, managerial skills,

strategic planning, and group management. Adequate gender representation is also ensured. The current

members of the Board also possess experience in areas such as environmental management and corporate

governance.

The Audit Committee is being regularly updated by the Head of ESG who brings specialized knowledge in

ESG reporting and sustainability strategy. Moreover, the Deputy CEO, supported by the Corporate

Communications & Corporate Responsibility Director, assesses the sustainability-related expertise

available within the company, including the BoD, to ensure an effective oversight of material impacts, risks,

and opportunities. To further enhance this expertise, OPAP Group consults with external sustainability

specialists as needed. [ESRS 2 GOV-1 par. 23a, 23b]

Ensuring compliance with sustainability guidelines

The Audit Committee plays a critical role in supporting the Board by actively monitoring the effectiveness

of internal controls related to sustainability reporting. This includes overseeing risk management processes

and ensuring that any identified risks, particularly those tied to compliance with the European Sustainability

Reporting Standards (ESRS), are addressed in a timely and effective manner. The Audit Committee ensures

that all controls are designed and implemented to safeguard the accuracy, reliability, and completeness of

sustainability data. Additionally, the Internal Audit function provides detailed insights into the adequacy of

controls and risk management processes, offering actionable recommendations to enhance governance

practices. The Internal Audit function, operating independently, provides a crucial layer of assurance. By

conducting regular evaluations of internal controls, risk management practices, and sustainability reporting

processes, the Internal Audit delivers detailed insights into areas of strength and potential improvement.

Its reports include actionable recommendations designed to address gaps, enhance controls, and align

practices with regulatory standards and best practices. Internal Audit also works closely with operational

teams to support the integration of recommendations into daily processes, fostering a culture of

continuous improvement and accountability. The Audit Committee monitors the process through quarterly

reports and advises on any necessary actions.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

The Audit Committee (AC) is comprised of three independent, non-executive BoD Members, according to

the following table:

Name

Position at the AC

Type

Cherrie Mae Chiomento-Ferreria

Chair

Independent Non-Executive BoD Member

Professor Dr. Nicole Conrad-Forker

Member

Independent Non-Executive BoD Member

Georgios Mantakas

Member

Independent Non-Executive BoD Member

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-Ferreria is

experienced in auditing (external and internal) & controllership, corporate governance & risk management,

internal control over financial reporting (including US Sarbanes-Oxley SOX 302/404), and finance for

businesses in global environments. [ESRS 2 GOV-1 par. 19, 21c, 22a]

Governance bodies and sustainability management

At present, OPAP does not have formalized terms of reference, board mandates, or related policies

explicitly detailing the responsibilities of governance bodies or individuals for managing sustainability-

related impacts, risks, and opportunities. However, acknowledging the importance of embedding

sustainability-related impacts, risks, and opportunities oversight into its governance framework, the

company plans to formalize these responsibilities over the next year. In the interim, sustainability-related

impacts, risks, and opportunities are addressed through cross-departmental collaboration led by the

Corporate Communications and Corporate Social Responsibility Director and the Head of ESG, which report

directly to the executive management. [ESRS 2 GOV-1 par. 22b]

Senior management’s role in monitoring, managing and overseeing sustainability

Dedicated sustainability-related controls and procedures are integrated across several internal functions.

For example, the Corporate Communications & Corporate Responsibility Director and the Head of ESG work

with the Risk Management team to incorporate environmental and social risks into the broader risk

Procurement on sustainable purchasing. [ESRS 2 GOV-1 par. 22c]

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Until 2024, The Board of Directors (BoD) had a high-level overview of the targets related to material

impacts, risks, and opportunities. Specifically, senior management in collaboration with the Corporate

Communications and Corporate Social Responsibility Director and the Head of ESG set these targets, which

were then reviewed and approved by the Board of Directors to ensure alignment with OPAP Group

strategic objectives. Moving forward, BoD will have an increased visibility on material impacts, risks and

opportunities as well as sustainability-related targets through quarterly meetings, where this information

will be presented by the responsible teams, reviewed and discussed. [ESRS 2 GOV-1 par. 22d]

GOV-2 – Information provided to, and sustainability matters addressed by administrative, management

and supervisory bodies

The OPAP Group Audit Committee plays a crucial role in ensuring the company's compliance with the

Corporate Sustainability Reporting Directive (CSRD). The Audit Committee regularly reviews and provides

feedback on the progress of the sustainability statement development, ensuring that the Group meets the

CSRD requirements. Furthermore, regular internal audits of the Corporate Responsibility Team's activities

ensure that the Group remains consistently aligned with the broader sustainability goals.

Additionally, the Corporate Communications & Corporate Responsibility Director and the Head of ESG,

reporting to the Deputy CEO, update the Audit Committee regularly on the governance processes related

to sustainability impacts, risks, and opportunities, and sustainability matters in general, aligned with the

Group’s broader sustainability goals and its respective Sustainability Policy. [ESRS 2 GOV-2 par. 24, 26a]

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Sustainability Remuneration

GOV-3 - Integration of sustainability-related performance in incentive schemes

Currently, OPAP Group does not use specific sustainability-related incentives, linked to the performance of

its administrative, management, and supervisory bodies. Additionally, performance metrics related to

sustainability are not included in the remuneration policies for these roles.

However, it should be noted that the variable pay structure for the executive Board of Directors (BoD)

members is linked to the Long-Term Incentive Schemes (LTIS), a performance-based component that aims

to incentivize and reward BoD members for achieving long-term objectives. The performance criteria of

the LTIS are aligned with the company's strategic priorities and are designed to drive sustainable growth

and value creation. Specifically, the respective targets of the LTIS 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 Certification, ESG ratings and Anti-Money Laundering (AML) performance

criteria. [ESRS 2 GOV-3 par. 29a, 29b, 29c, 29d, 29e,]

GOV-4 - Statement on due diligence

Due diligence is a multifaced activity (identification, assessment, mitigation, tracking of actual and potential

negative impacts in respect to people and environment) which is performed through several different

processes across the organization during its ordinary course of business (e.g. Double Materiality

Assessment, environmental assessments, compliance assessments, internal audits, whistleblowing

mechanism). The following table presents the sections where the core elements of the Due Diligence

activity can be found in the Sustainability Statement.

Due Diligence core elements

Reference in the Sustainability Statement

a) Embedding due diligence in governance,

strategy and business model

ESRS 2 GOV-1, GOV-2, SMB-3

b) Engaging with affected stakeholders in all

key steps of the due diligence

ESRS 2 SBM-2, IRO-1, MDR-P

ESRS S1-1

ESRS S4-1

ESRS G1-1

c) Identifying and assessing adverse impacts

ESRS 2 SBM-3, IRO-1

d) Taking actions to address those adverse

impacts

ESRS 2 MDR-A

ESRS E1-3

ESRS S1-4

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ESRS S4-4

ESRS G1-3

e) Tracking the effectiveness of these efforts

and communicating

ESRS 2 MDR-M, MDR-T

ESRS E1-5, E1-6

ESRS S1-5, S1-6, S1-9, S1-10, S1-13, S1-12, S1-16

ESRS S4-5

ESRS G1-4

[ESRS 2 GOV-4 par. 30, 32]

GOV-5 - Risk management and internal controls over sustainability reporting

Sustainability reporting control systems follow an approach similar to the financial reporting control

system. As the sustainability reporting scope has increased in 2024, OPAP Group has established a wider

range of internal controls deemed appropriate and adequate following an ongoing evaluation of the risks

related to data accuracy and completeness. This has been done in close cooperation with internal data

owners and external auditors. Generally, sustainability data and reporting risks are addressed case-by-case

through discussions with data owners, Senior Management, or the Audit Committee, depending on

materiality.

Overall, the Internal Control System established by the BoD 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 OPAP Group reporting, as well as compliance with the

applicable legal and regulatory framework. 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.

Internal control processes and systems in relation to sustainability reporting

The development of corporate sustainability reporting (previously in the form of the Annual integrated

Report and currently in the form of the Sustainability Statement) had as a step the implementation of a

walkthrough by the Internal Audit team, that aims to ensure that OPAP Group follows basic corporate

reporting principles such as identification of roles/responsibilities, use of information systems (where

applicable), use of spreadsheets for data collection across subsidiaries and clear management of content

review and approvals.

Specifically, the Internal Audit team focused on:

• Assessing and testing the systems and controls governing sustainability data to ensure accuracy

and trustworthiness, reinforcing stakeholder confidence in our disclosures.

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• Identifying and evaluating overall sustainability-related risks, that source from legal and regulatory

commitments, such as compliance with evolving standards like the European Sustainability

Reporting Standards (ESRS) and recommending actionable solutions to mitigate these risks

promptly.

• Working closely with departments such as Finance, Sustainability, and Compliance to integrate

findings into daily operations, fostering a culture of continuous improvement and alignment with

strategic goals.

• Assuring that the company is compliant with the regulatory and legal frameworks regarding

sustainability reporting.

Risk Management framework and governance

At management level, the Enterprise Risk Management (ERM) team, chaired by the CFO, ensures an

efficient risk management system in OPAP and consolidates the total risk profile across the defined risk

categories. The risk management exercise already includes high level sustainability risks, demonstrating a

commitment to identifying and managing these as part of the OPAP’s broader risk universe. In 2024, the

Risk Management Team actively participated in the Double Materiality Assessment (DMA) to ensure

alignment with the ERM framework. As of 2025, sustainability risks will gradually integrate in the ERM

registry to further strengthen the integration of ESG across different processes as well as ensuring proper

risk management, monitoring and follow-up on progress.

The outcome of the 2024 DMA, which identified material sustainability risks and opportunities, was

validated by the Risk Management Team, ensuring that the identified risks are accurate and relevant for

both decision-making and reporting purposes. The integration of these sustainability risks into the ERM

exercise, planned for 2025, aims to ensure that OPAP’s sustainability reporting reflects a fair and accurate

picture of its risk management activities, consistent with its sustainability objectives and in alignment with

reporting requirements.

OPAP also invests in training and awareness initiatives to build a culture of accountability and integrity,

across the board, empowering its teams to deliver credible sustainability disclosures. Through this

comprehensive approach, OPAP continuously improves its reporting framework, reinforcing its

commitment to responsible governance and stakeholder trust. [ESRS 2 GOV-5 par. 36a]

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.

OPAP’s Risk Management Framework (RFM) articulates a range of core elements which collectively

ensure the risks are effectively identified, assessed, managed, and reported upon. The RMF aims at value

creation and protection and includes strategies, policies, tools, processes and reporting procedures

OPAP S.A. Annual Financial Report 2024

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necessary to manage the risks the business is or could be exposed to in the future. The key components of

the Risk Management Framework are the following:

• Risk Strategy: The risk strategy reflects the risk appetite set by the BoD, which is defined through a

comprehensive Risk Appetite Framework, covering all material risks identified through the risk

identification process and also captures the main BoD guidelines for the establishment of an effective

risk management framework, while promoting a risk control culture and enhancing risk awareness.

• Risk Governance: It defines the required roles in the Risk Management Framework, as well as the

respective responsibilities regarding risk oversight and ownership.

• Risk Management Processes: This component includes all methodologies and processes that OPAP

implements for the identification, assessment, measurement, mitigation, monitoring and reporting of

risks.

Potential risks identified and respective mitigation practices

OPAP, as a listed company, performs a risk assessment exercise, using both a bottom-up and top-down

approach, covering OPAP activities. The outcome of said exercise is a risk register, followed by a set of

corrective actions that aim to further reduce risk exposure and enhance existing controls. 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. [ESRS 2 GOV-5 par. 36b]

With regards to sustainability reporting, risks are identified as incidents that can have an impact on the

audit objectives. Specifically, a number of potential risks have been identified, which are addressed through

a range of mitigation practices:

• Inaccuracy risk: ensuring accuracy and completeness of sustainability-related data across our

operations is of key importance. To address this, reporting guidelines and consultations with the

involved teams have been introduced to support data reliability and consistency.

• Ineffective project oversight risk: inability to meet expected deadlines and publication dates.

These risks are addressed by the establishment of a specific team managing the reporting process,

regular status meetings with key internal stakeholders, and potential adjustments to the initial

plan when needed, to reflect current circumstances.

• Regulatory non-compliance risk: on a constantly evolving sustainability regulatory landscape,

OPAP is keeping up by monitoring any relevant developments and by seeking advice from external

consultants when needed, which enables the organization to update its reporting processes and

align with accordingly.

• Discrepancies against Financial Statements risk: ensuring the integration of sustainability

information with financial reporting can be challenging, as both must be aligned for coherent

decision-making. To properly address this, OPAP is working towards closer collaboration between

its financial and sustainability teams.

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• Information security and privacy risk: as sustainability reporting increasingly relies on digital

platforms, there is a higher risk of data breaches and cyber-attacks. This is mitigated by

implementing proper cyber security measures, including regular security checks, data encryption,

and adherence to data protection regulations, such as the GDPR.

[ESRS 2 GOV-5 par. 36c]

A clear governance framework ensures findings from sustainability risk assessments and internal control

reviews are effectively communicated to the appropriate governance bodies. The Internal Audit function

operates independently, reporting to the Audit Committee, which in turn reports to the Board of Directors

(BoD). This structure ensures the BoD has full oversight of quarterly sustainability-related risks and internal

controls, enabling informed decision-making at all levels.

Integration of risk assessment findings

Findings from risk assessments and internal control evaluations are systematically considered to ensure

accuracy, reliability, and regulatory alignment. These findings guide the development and enhancement of

reporting procedures across departments. Key areas like data collection, validation, and analysis are

refined based on identified risks and control gaps, with collaboration between Internal Audit, Finance,

Sustainability, and Compliance teams. Regular updates to the Audit Committee ensure alignment with the

governance framework and inform the BoD for strategic oversight. This integrated approach addresses

potential risks proactively, improves sustainability disclosures, and maintains stakeholder trust. [ESRS 2

GOV-5 par. 36d]

The Risk Management Team reports to the Audit Committee, on a quarterly basis, the results of the risk

assessment follow-up. In particular, the Risk Management Team, upon completion of the quarterly risk

assessment follow-up exercise in collaboration with the Risk Owners of the Company, prepares and submits

the relevant report to the Audit Committee, with any critical changes that have arisen since previous risk

assessment, any key incidents identified during the same period as well as the most significant risks (e.g.

High or Very High).

The objective of risk identification is to identify and record potential risk exposures in the business, which

may prevent the Company form achieving its strategic and business objectives. Risks are identified by

thoroughly scanning and analyzing all relevant risk factors and their sources (root causes). It is crucial to

ensure that the consideration of risks does not focus exclusively on the risks related to the balance sheet

or profit and loss, but also on risks related to operational processes and systems, regulatory compliance,

business channels, sustainability, reputation etc., while meeting internal and external stakeholders’

expectations, recognizing inherent threats and opportunities, capabilities and vulnerabilities. In addition,

risk identification takes into consideration a combination of internal and external data (e.g. factors such as

market trends and macroeconomic environment), as well as expert judgement.

OPAP S.A. Annual Financial Report 2024

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Risk reporting mechanism

Reporting activities are an integral part of the Risk Management Framework and Risk Governance,

promoting continuous dialogue with internal and external stakeholders and assisting the BoD and Senior

Management in discharging their responsibilities. Risk reporting presents an accurate, clear and timely

picture of existing and emerging issues, risk exposures and risk management activities, as well as

highlighting threats to the achievement of the Company’s strategic and business objectives and support

the optimization of its performance, capturing all material risks that the Company faces or may face in the

future. It also provides demonstrable evidence and assurance to internal and external stakeholders that

the Company is adequately managing identified risks.

OPAP has established regular and transparent reporting mechanisms so that the Company’s BoD and

Senior Management are provided with appropriate reports in a timely, accurate, concise, understandable

and meaningful manner. More precisely:

• The Risk Management Team submits risk reports on a quarterly basis to the Company’s CFO and

CEO. The Risk Officer is responsible for the submission of risk reports to the CFO and CEO, and,

when required, to CxOs.

• The Company’s CFO along with the Risk Management Team reports on risk issues to the Audit

Committee.

• The Audit Committee updates the BoD on risk issues and on a quarterly basis provides an overview

of key risks’ management.

• Senior Management and Audit Committee members communicate directly with the Risk Officer

on key or urgent risk issues, including developments that may be inconsistent with the Company’s

Risk Strategy.

The following figure demonstrates the basic reporting lines of the Risk Management Framework:

[ESRS 2 GOV-5 par. 36e]

OPAP S.A. Annual Financial Report 2024

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Strategy

SBM-1 – Strategy, business model and value chain

OPAP is the leading gaming company in Greece and the exclusive operator of numerical lotteries, land-

based sports betting, passive lotteries and instant win games (SCRATCH), Video Lottery Terminals (VLTs)

and land-based horseracing mutual betting. ΟPAP Group’s revenue (Gross Gaming Revenue) for 2024 was

€2,296,170 ths., corresponding to Casinos and Gaming ESRS sector. Its key financial figures are presented

in the “Financial progress and performance for the year 2024” and the revenue breakdown is presented in

the “Operating Segments” section of the financial statement. [ESRS 2 SBM1 par. 40b]

In addition, OPAP offers financial services through TORA DIRECT SINGLE MEMBER S.A. and TORA WALLET

SINGLE MEMBER S.A., while since 2017, OPAP Group holds the 67.72% of NEUROSOFT S.A. share capital,

that 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. Additionally, in 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.

OPAP games portfolio mainly consists of the following products/services:

• PAME STOIXIMA is a game that includes constant fixed betting odds and requires the player to

correctly predict the result or outcome of a sporting or entertainment event. customers can place

their bets either through our retail network nationwide or online through the “Pamestoixima.gr”

platform;

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• PAME STOIXIMA - Virtual Sports offers a new sports betting experience to sports enthusiasts. The

Virtual Sports platform features simulated virtual football and basketball matches, with advanced

and highly realistic computer graphics, for which customers are called to predict the outcome;

• POWERSPIN, was inspired by the famous “Lucky Wheel” concept and embellishes it with fresh,

exciting, and entertaining elements, with a fun and user-friendly interface.

• KINO, a fixed odds game launched in 2003, has become OPAP’s most successful game. It has been

available in all OPAP stores since 2004. KINO is also offered through Opaponline.gr. customers

select 1 to 12 numbers from 1 to 80, and the electronic system generates 20 winning numbers in

each draw. Draws are held every 5 minutes and displayed on dedicated screens, adding to the

excitement of the game.

• TZOKER was launched in 1997 and is the most popular game in OPAP’s portfolio. The player must

correctly predict five numbers (basic numbers), which are drawn from a range of 45 numbers (from

1 to 45), and an additional number drawn from a range of 20 numbers (1 through 20). It is available

in OPAP stores and online at opaponline.gr.

• LOTTO is a numerical lottery game of chance. Its objective is the exact prediction of 6 numbers

drawn out of a series of 49. It is available in OPAP stores and online at opaponline.gr.

• Eurojackpot, launched in Greece in 2024, is a European game of chance that offers jackpots of up

to €120 million. It is available in OPAP stores.

• Video Lottery Terminals (VLTs) are electronic machines, certified by the Hellenic Gaming

Commission, which are used to conduct games of chance and are operated by OPAP since 2017

under the brand name PLAY.

• OPAP is also the exclusive operator of Passive Lotteries, namely LAIKO (a weekly jackpot draw

game, offering many prizes), ETHNIKO (the only subscription game in Greece in which every player

participates with their unique number) and STATE Lottery (also known as NEW YEAR’s Lottery, the

most traditional draw game for New Year’s Eve) and Instant Win Games (Scratch) where customers

scratch-off the playing area of the ticket to instantly find out if they have won and collect their

prizes.

• Since 2020, OPAP Group has held a combined stake (direct & indirect) of STOIXIMAN LTD’s share

capital that provides online betting and online casino games.

The abovementioned games or any other products/services are only offered within the markets where

OPAP Group operates (i.e. Greece and Cyprus). [ESRS 2 SBM-1 par. 40a(i-iv)]

Sustainability related goals

OPAP Group’s overarching sustainability-related goals presented in the following table, focus on enhancing

environmental, social and governance performance across key aspects of its operations and value chain.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

OPAP has assessed its sustainability-related goals in relation to its primary customer group, i.e. players,

and its significant products and services, which cover online and physical (i.e. lottery and betting games,

instant and passives, and VLTs) games across its main markets. Some goals are not directly associated with

a particular product, service or players as they may extend beyond the provision of said products or services

and mainly evolve around the group’s own operations and/or broader value chain. Stakeholder

relationships are central to these goals, with active collaboration with employees, suppliers, agents, and

players to align practices with the company’s broader sustainability objectives.

Sustainability goals

Significant products/

services

Geographical

areas

Stakeholder

collaboration

Environment

Establish a robust

environmental strategy and

engage partners

Retail and online

games

Greece & Cyprus

Internal stakeholders,

business partners

Social

Enhance Diversity, Equity and

Inclusion performance

Beyond

products/services

Greece

Employees, HR teams

Strengthen our reskill and

upskill process and approach

through the establishment of

career paths, learning paths,

succession plans and

development activities

Beyond

products/services

Greece

Employees, HR teams

Protect players and non-players

through Responsible Gaming

Retail and online

games

Greece & Cyprus

Players, agents, RG

teams

Strengthen information and

cyber security

Retail and online

games

Greece & Cyprus

Employees, players, IT

teams, technology

partners

Keep addressing societal needs

and supporting local economy

through social initiatives

Beyond

products/services

Greece & Cyprus

Local communities,

NGOs, volunteers,

agents, CSR teams

Governance

Effectively monitor all OPAP

Group activities to ensure

ethical Business Conduct

Retail and online

games

Greece & Cyprus

Employees, agents,

Compliance teams

[ESRS 2 SBM-1 par. 40e, 40f]

OPAP S.A. Annual Financial Report 2024

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Overall, OPAP integrates Corporate Responsibility into its core business strategy and operations,

addressing sustainability challenges and implementing critical solutions across environmental, social, and

governance domains. Key aspects include:

• Environment: OPAP recognizes the challenge of environmental degradation, including the need to

reduce its carbon footprint. To address this, it focuses on sourcing renewable energy, reducing

emissions, and fostering sustainable practices throughout its operations.

• Social: OPAP faces challenges related to shifting societal expectations, increased societal needs,

protection of players, and the need for greater inclusivity and workforce resilience. In response, it

emphasizes diversity, employee upskilling, and community support. Strategic initiatives include

tailored reskilling programs, the development of structured career paths, and promoting

Responsible Gaming to ensure a safe and ethical experience.

• Governance: Ensuring robust compliance and governance amid evolving regulations remains a key

challenge and OPAP Group addresses this through active monitoring of operations, reinforcing

ethical business conduct.

[ESRS 2 SBM-1 par. 40g]

OPAP Group business model sets the foundation for its actions, decisions and operations. It also outlines

how the Group 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 and sustainable growth mandates. Specifically, OPAP Group provides its products services

through a retail network and online betting and gaming platforms. The Group draws on extensive

relationships and agreements with its network, as well as with third-party providers. The agents operating

both OPAP stores and PLAY stores and all third-party points of sale (e.g. street vendors) are granted an

operating license upon request to OPAP, to possess the legal right to provide OPAP’s products and services.

OPAP Group designs the gaming and betting software within its premises or procures it from external

providers and redesigns them to match its client base profile and preferences.

OPAP Group value chain

To deliver its products and services, OPAP utilizes a blend of financial, human and material inputs presented

below, that allows the Group to create a resilient business model. Securing robust financial resources

enables OPAP Group to invest in top-tier technologies, research, and development while selecting state-

of-the-art gaming terminals from trusted partners is of vital importance to our business model. By fostering

a positive corporate culture and providing effective upskilling and development programs, OPAP attracts

and retains talent that constitutes a key input of its activities. To ensure that its financial investments,

human resources and intellectual property are protected, OPAP implements rigorous security measures

throughout every stage of its processes. [ESRS 2 SBM-1 par. 42a, 42b]

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OPAP S.A. Annual Financial Report 2024

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Main features of OPAP Group’s own operations, upstream and downstream value chain

OPAP Group material IROs are mainly located in its own operations, related to its own workforce and the

resources used to operate effectively. In addition, parts of its upstream and downstream value chain

include resources, equipment and services as well as its retail network in Greece and Cyprus that are

significant for OPAP to deliver value to its customers. Dependencies described below were carefully

considered when performing the OPAP Group Double Materiality Assessment.

• Upstream value chain includes interaction and business relationships with manufacturers,

suppliers and service providers. The main categories of suppliers, based on the relevant

expenditure incurred, are Gaming platform providers, Media, Logistics, Telecommunications and

Paper printing consumables.

• Own operations cover all activities of the OPAP Group (i.e. the design, development, organization,

operation, handling and management for numerical lotteries, sports betting games, horseracing

mutual betting, passive and instant lotteries, and VLTs as well as affiliated support services).

• Downstream value chain includes interaction and business relationship with retail partners, street

vendors, and customers. The distribution network, through which OPAP’s games and services are

offered, is the largest exclusive commercial network in Greece. In total, 3.025 OPAP Stores, 359

PLAY Stores, 4,921 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.

[ESRS 2 SBM-1 par. 42a, 42c]

OPAP S.A. Annual Financial Report 2024

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SBM-2 – Interests and views of stakeholders

OPAP Group is committed to understanding the needs and interests of its stakeholders in order to ensure

that all voices are heard and that any concerns that arise are considered, with the aim to continuously

improve the Group’s performance and monitor its impact for long-lasting value creation. To that end OPAP

conducts systematic and regular dialogue with its stakeholders aiming to respond to their needs and

expectations and make the necessary changes for the short, medium and long-term.

Stakeholders are defined as anyone influenced by or who influences OPAP Group operations. The five key

stakeholder groups that have been identified by the Group and represent the stakeholders throughout its

value chain and across its operations are listed in the table below along with the respective engagement

type, and the purpose of engagement for each stakeholder group.

Stakeholder engagement table

OPAP Group is dedicated to understanding stakeholder needs and interests to continuously improve

performance and monitor impact for long-term value creation. The table below summarizes the key

stakeholder groups, methods of engagement, purposes, and anchoring of these engagements.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

Stakeholder group

Engagement

Methods

Purpose of engagement

Organizational anchoring

Players and Non-Players

• Awareness campaigns

• Social media channels

• Press releases / Articles

• Satisfaction Surveys

(Monthly tracker)

• Communication in Stores

• Promote our products and offerings

• Raise awareness on responsible

gaming

• Ensure player satisfaction

• Monthly update to CEO and Senior

Management on the results of satisfaction

survey

Employees

(including all full- and part-time employees,

interns, senior management and BoD

members)

• Employee survey

• Intranet and internal

communication

• Internal awareness

campaigns / events

• Trainings / Seminars

• Ensure employee engagement

• Promote effective communication

and receiving feedback

• Ensure Employee Satisfaction and

strong Employer Branding

• CEO and Senior Management updates on

the results of Employee Satisfaction Survey

(participation rate and engagement rate)

• Action plan based on the results of the

survey and promotion of Company Culture

is a company-wide KPI

Sales and Distribution Network

(including agents, street vendors, retailers)

• One-to-one meetings

• Awareness campaigns

• Training schemes

• Agent’s satisfaction

survey (Monthly tracker)

• Maintain our strong collaboration

with our network

• Ensure agents' satisfaction

• Promote direct and efficient

communication

• Address potential concerns or needs

Monthly update to CEO and Senior

Management on the results of satisfaction

survey

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100

Stakeholder group

Engagement

Methods

Purpose of engagement

Organizational anchoring

Shareholders, Investors and Analysts

(including bondholders, private investors,

institutional investors, funds and asset

managers, analyst organizations and

associations, and rating agencies)

• Annual and quarterly

reports (incl. Annual

Integrated Report)

• Roadshows

• Investors meetings

• Special events

• Business Strategy

• Financial update

• Information on relevant business

developments

• Company Valuation

Quarterly reports to BoD and Senior

Management on stock price development

and feedback from analysts and investors

Society

(including academic and other institutions,

non-governmental organizations, state

authorities, representatives of local

authorities, media, suppliers, industry

members and associations)

• Formal communication

channels

• Meetings

• Special events and

collaborations

• Further promote our social

contribution by addressing emerging

needs of the community

• Ensure community satisfaction and

effective communication

Quarterly update to CEO and Senior

Management on progress of social

investment initiatives and on CSR

acknowledgment index

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101

Stakeholder feedback is important for OPAP Group, in the context of annually reviewing and refreshing its

“Fast Forward” business strategy, which is the backbone of OPAP’s operation and sets clear direction for

ensuring OPAP’s long-term success, with a focus on the following six areas:

To ensure that the strategy effectively addresses the views and needs of key stakeholder views, OPAP

collects their feedback through monthly customer surveys and the Employee Engagement Survey. The

results are embedded into OPAP Group strategy, particularly around enhancing player protection,

supporting network operations, promoting human rights, and advancing sustainability initiatives. The key

groups that OPAP emphasized on, during 2024, were:

• Customers, focusing on responsible gaming and player protection. Feedback received was pivotal

in strengthening the OPAP’s Responsible Gaming framework, introducing enhanced player

protection tools and delivering effective awareness campaigns.

• Retail network feedback was used to further focus on improving the support offered to retail

network operations.

• Employees’ feedback shaped the Group’s strategy to bolster cyber security measures and

implement social initiatives aimed at supporting local communities and addressing employee well-

being.

[ESRS 2 SBM-2 par. 43, 45a(i), 45a(ii), 45a(iii), 45a(iv), 45a(v), 45b, 45d / S1 SBM-2 par. 12 / S4 SBM-2 par.

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102

Engagement with customers

The specific stakeholder group that is at the core of OPAP Group strategy are the customers, who are a

focal point for OPAP’s Fast Forward Strategy. In this framework, OPAP has established the Customer Circle.

This dynamic structure encapsulates its ongoing endeavors to refine and enhance its value propositions

across four distinct yet interlinked stages:

• The initial phase involves diligent collection and examination of customer feedback. By acquiring

comprehensive customer insights and data, OPAP identifies patterns, performs in-depth analyses,

and strategizes necessary actions. During this phase, the company also collects and assesses Online

Customer Feedback, while it integrates online surveys, and inputs from the contact center into its

decision-making framework and action plans.

• Introspection is key to the customer experience enhancement journey. At this stage, OPAP

critically evaluates its initiatives and actions with specific KPIs, reflecting on their effectiveness and

alignment with customer expectations and organizational goals.

• The final phase involves assessing the tangible outcomes of OPAP’s actions. By measuring the

impact, the company ensures that it is not only meeting but exceeding customer satisfaction and

service excellence standards. [ESRS 2 SBM-2 par. 45c(i)]

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SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model

The table below summarizes the Double Materiality Assessment results indicating the material

sustainability matters (ESRS topic, sub-topic):

ESRS Topic

ESRS Sub-topic

Negative

Impacts

Positive

Impacts

Risks

Oppor

tunitie

Material

Environment

E1 - Climate

change

Climate change adaptation

Climate change mitigation

Yes

Energy

E3 - Water and

marine

resources

Water consumption

E5 – Resource

use and

Circular

economy

Resource inflows, including

resource use

Waste

Social

S1 - Own

workforce

Working conditions

Yes

Equal treatment and

opportunities for all

Yes

Other work-related rights

Yes

S2 - Workers in

the value chain

Working conditions

Equal treatment and

opportunities for all

Other work-related rights

S4 - Consumers

and end-users

Information-related impacts

for consumers and/or end-

users

Yes

Personal safety of consumers

Yes

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ESRS Topic

ESRS Sub-topic

Negative

Impacts

Positive

Impacts

Risks

Oppor

tunitie

Material

Social inclusion of consumers

Yes

Customer satisfaction

Cyber and

Information

security

Prevention of breaches

Yes

Trust in gaming sector

Social

Investments

Support of the well-being and

prosperity of society

Yes

Governance

G1 - Business

conduct

Corporate culture

Yes

Corruption and bribery

Yes

Management of relationship

with suppliers including

payment practices

Political engagement

Protection of whistle-blowers

Network support

Technology and innovation

Notes:

Assessed non-material IROs

Assessed material IROs

The following tables present OPAP Group’s material impacts and risks and opportunities respectively as a

result of our double materiality assessment (DMA) on an ESRS sub-sub topic, where applicable. All

identified impacts, risks and opportunities were assessed on a short-term time horizon basis, however

medium and long-term expected trends were considered in the analysis. The impacts refer to how OPAP’s

operation affects (or can potentially affect) society and the environment at large, whereas risks and

opportunities refer to sustainability-related risks and opportunities the Group may be exposed to or can

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leverage on. Besides the Environmental, Social and Governance ESRS topical standards, the Group has

identified entity-specific sustainability matters as well.

The material impacts, risks and opportunities relate to the areas of Climate change, Own workforce,

Consumers/ end users, Business conduct, Cyber and information security, and social investments. These

areas are reflected, directly or indirectly, in OPAP Group operations and business model. OPAP’s long-term

“Fast Forward” strategy interconnects with its material impacts. Specifically, Fast Forward Strategy sets a

clear direction for ensuring OPAP’s long-term success with focus in key areas, namely customers, brand,

technology, network, employees, and the commitment to a more sustainable growth through its

aspirations for environment, society and corporate governance. The detailed strategy on sustainability that

is a detailed extension of the overall “Fast Forward” business strategy analyzes OPAP’s focus on the areas

of “Partnering for Impact”, “Empowering our People”, “Protecting our Players”, and “Respecting the

Environment”. [ESRS 2 SBM-3 par. 48c(ii)]

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Material impacts:

ESG area

ESRS Topic

ESRS Sub-topic

ESRS Sub-sub topic

Impact Description

Positive/

Negative

Actual/

Potential

Value chain

Environment

E1 - Climate

change

Climate change

mitigation

Contribution to global warming and climate change caused by CO2

emissions from the production and delivery of purchased goods

(e.g., raw materials and final products such as VLTs, screen

monitors, IT equipment, etc.).

Negative

Actual

Upstream

Social

S1 - Own

workforce

Working conditions

Adequate wages

Offering "Adequate wages" that are able to cover the basic needs of

employees and their families, while also potentially allowing for

some savings, is a practice which supports society as a whole.

Positive

Potential

Own

Operations

Social

S1 - Own

workforce

Equal treatment and

opportunities for all

Gender equality and equal

pay for work of equal value

Reduced inequalities, increased diversity and gender equality in

own workforce contributes to the prosperity of our employees and

the society at large.

Positive

Actual

Own

Operations

Social

S1 - Own

workforce

Equal treatment and

opportunities for all

Training and skills

development

Effective training and upskilling or reskilling programs enhance soft

& technical skills of employees, thus fostering a dynamic, engaged

and empowered workforce.

Positive

Actual

Own

Operations

Social

S1 - Own

workforce

Equal treatment and

opportunities for all

Diversity

Obstructing representation of ethnic groups or minorities in own

workforce via relevant practices (official or non-official), thus

widening the inequality and inclusivity gaps.

Negative

Potential

Own

Operations

Social

S1 - Own

workforce

Equal treatment and

opportunities for all

Employment and inclusion of

persons with disabilities

Failing to provide accessibility features (e.g. ramps, elevators)

covering the needs of differently-abled employees, restricts the

participation and opportunities available to those individuals.

Negative

Potential

Own

Operations

Social

S1 - Own

workforce

Other work-related

rights

Privacy

Employees need to feel that their personal data (such as Resumes,

Assessment Results, etc. and life specifics) are protected within the

corporate environment and treated with respect. Lack of such

environment/ culture on behalf of the employer can lead to

employee dissatisfaction, insecurity (and potentially, to social

Negative

Potential

Own

Operations

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ESG area

ESRS Topic

ESRS Sub-topic

ESRS Sub-sub topic

Impact Description

Positive/

Negative

Actual/

Potential

Value chain

damage and unrest in case of such violations throughout the

Group).

Social

S4 -

Consumers

and end-

users

Information-related

impacts for consumers

and/or end-users

Access to

(quality)information/Freedom

of expression

Limiting or restricting of a legitimate customer expression (e.g.

making free choices during gaming) or engaging in biased

censorship (e.g. affecting/ influencing betting) can alienate

customers and damage Group´s brand. Concealment of key

information can be characterized as fraudulent behavior towards

the customer.

Negative

Potential

Downstream

Social

S4 -

Consumers

and end-

users

Information-related

impacts for consumers

and/or end-users

Privacy

Improper handling or processing of user (player) data can result in

privacy violations, leading to dissatisfied customers and potentially

affecting their family/ social environment.

Negative

Potential

Own

Operations /

Downstream

Social

S4 -

Consumers

and end-

users

Personal safety of

consumers and/or end-

users

Health and safety/ Security

Promote responsible gaming practices (through own policies and

codes) and abide by them in all the network and own shops.

Facilitate collaboration, sharing of best practices, drive and

champion standards, and create a pathway for the industry to set

world class standards to ensure an enjoyable, fair and safe gaming

experience for all of our customers.

Positive

Actual

Own

Operations /

Downstream

Social

S4 -

Consumers

and end-

users

Personal safety of

consumers and/or end-

users

Health and safety/ Security

Inability to implement sufficient policies and to provide support to

employees, retail network and customers (e.g., through training,

hotlines), can lead to excessive gambling, financial losses, and

health issues for players, while for minors it might lead to under-

age gaming and potential exploitation.

Negative

Potential

Own

Operations /

Downstream

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ESG area

ESRS Topic

ESRS Sub-topic

ESRS Sub-sub topic

Impact Description

Positive/

Negative

Actual/

Potential

Value chain

Social

S4 -

Consumers

and end-

users

Social inclusion of

consumers and/or end-

users

Responsible marketing

practices

Societal distrust in case of potential large-scale mismanagement in

customer communication matters (e.g., misleading communication,

advertising, irresponsible marketing etc.) or in matters related to

the safety of the services provided. Not following responsible

marketing codes/guides/policies can incur customer distrust and

damages.

Negative

Actual

Own

Operations /

Downstream

Governance

G1 -

Business

conduct

Corporate culture

Stakeholder satisfaction resulting from a cultivated positive

corporate culture which is based on good governance and risk

management practices and the provision of stable continuous

services to customers and the society at large.

Positive

Actual

Own

Operations

Governance

G1 -

Business

conduct

Corruption and bribery

Prevention and detection

including training

The absence or application of insufficient policies in the Group and

its network to prevent unethical practices (e.g. training of

employees, network agents, and consumers and end-users/

customers and suppliers), corruption and bribery, money

laundering, can all contribute to the negative effects associated

with these impacts (to the national economy) and to the moral

deterioration of society.

Negative

Potential

Upstream /

Own

Operations /

Downstream

Governance

G1 -

Business

conduct

Corruption and bribery

Prevention and detection

including training

The Group's Code of Conduct, Agents' Code and Suppliers' Code aim

at proactively tackling incidents of unethical business practices thus

contributing to the moral values of society.

Positive

Actual

Upstream /

Own

Operations /

Downstream

Governance

G1 -

Business

conduct

Corruption and bribery

Incidents

Multiple and significant corruption incidents associated with the

Group's operations (employees, suppliers, agents) can tarnish the

reputation of the sector and damage the ethical base of society's

values.

Negative

Potential

Upstream /

Own

Operations /

Downstream

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ESG area

ESRS Topic

ESRS Sub-topic

ESRS Sub-sub topic

Impact Description

Positive/

Negative

Actual/

Potential

Value chain

Company

specific

Social

Investments

(not covered

by ESRS)

Support of the well-

being and prosperity of

society

Support of the well-being and prosperity of society (sport culture,

NGOs/charities, disadvantaged communities, etc.).

Positive

Actual

Upstream /

Own

Operations /

Downstream

Material risks and opportunities:

ESG area

ESRS Topic

ESRS Sub-topic

ESRS Sub-sub topic

Risk/

Opportunity

Financial consequence/ effect type

Description

Social

S4 - Consumers

and end-users

Social inclusion

of consumers

Responsible marketing

practices

Risk

Cash flow, Financial position, Financial

performance, Access to finance, Cost

of Capital, Group's development

Litigation and reputational risks from a) data privacy

breaches, b) personal safety of consumers and end-users, c)

engaging with underaged customers, d) discrimination of

customers, e) misleading communication or false advertising

f) violations of data privacy legal framework (e.g. processing

without legal basis, sending of undesirable communication

etc.)

Company

specific

Cyber and

Information

security (not

covered by

ESRS)

Prevention of

breaches

Risk

Cash flow, Financial position, Financial

performance, Access to finance, Cost

of Capital, Group's development

Lack of proper and effective controls in Cyber and

Information Security may lead to compromise of the

operating environment of the Group (e.g. hacking of systems

affecting game credibility as well as incur losses of personal

data and intellectual property), leading to litigation, financial

and reputational risks.

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ESG area

ESRS Topic

ESRS Sub-topic

ESRS Sub-sub topic

Risk/

Opportunity

Financial consequence/ effect type

Description

Company

specific

Social

Investments

(not covered by

ESRS)

Support of the

well-being and

prosperity of

society

Opportunity

Financial position, Financial

performance, Access to finance, Cost

of Capital, Group's development

Companies, especially those in the gaming sector rely on

community acceptance for their operations. This factor can

positively position the Group when engaging with various

stakeholders.

[ESRS 2 SBM-3 par. 46, 48a, 48c(i), 48c(iii), 48h]

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In addition to the financial consequence/ effect type presented in the table above for the material

ROs, the estimated financial impact in terms of EBITDA (in accordance to the DMA exercise) ranges

from EUR 50001-200000 (minor effect) for the energy related risk, and above EUR 1.5 million

(critical effect) for the responsible marketing practices risk and the opportunity of providing

societal support. OPAP estimates that for the above material ROs there is no significant risk of

material adjustment within next annual reporting period to carrying amounts of assets and

liabilities reported in OPAP's financial statements. [ESRS 2 SBM-3 par. 48d]

OPAP's strategy and business model as well as its robust financial performance (P&L, cash flow

etc.) enables the Group to be in a position to guarantee its preparedness against significant

changes, which may occur in respect to its material impacts, risks and opportunities related to

Climate change, Own workforce, Customers, Business conduct, Cyber and information security,

and Social investments. [ESRS 2 SBM-3 par. 48f]

Information related to ESRS E1 – Climate change, ESRS S1 – Own workforce, and ESRS S4 –

Consumers and end-users, is presented in the respective topical standards’ sections.

Impact, risk and opportunity management

IRO-1 - Description of the processes to identify and assess material impacts, risks and

opportunities

IRO-1 disclosures related to E1- Climate Change

OPAP assesses its GHG emissions across Scope 1, 2, and 3, in accordance with the GHG Protocol,

to evaluate the impact of its operations on climate change. Scope 1 and 2 emissions are primarily

related to fuel and energy consumption within its own operations, while Scope 3 emissions focus

on emissions from purchased goods and services, as well as the activities within its retail network.

[ESRS E1 IRO-1 par. 20a]

As mentioned in the relevant E1 SBM-3 section and due to its relatively low exposure to climate-

related risks, OPAP has not yet conducted a scenario analysis. However, the Group acknowledges

the importance of assessing climate scenarios in order to better inform its risk universe and aims

to explore the adoption of such analysis in the future. [ESRS E1 IRO-1 par. 20b, par. 21, AR 11a-d,

AR 12a-c]

Based on OPAP’s current business model, which is primarily service-based and relies on its retail

network, there are no major physical assets that are directly incompatible with a transition to a

climate-neutral economy. However, certain areas of the business do require significant efforts to

align with climate-neutral objectives, particularly in relation to fuel and energy usage, and the

broader value chain. The following key areas of concern have been identified:

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Energy Dependency: The company’s operations, while not heavy on energy consumption, are still

dependent on non-renewable energy sources. Significant efforts will be required to transition to

renewable energy sources, including implementing energy efficiency measures and securing green

energy supply through contractual instruments such as virtual Power Purchase Agreements

(vPPAs).

Retail Network: Although OPAP does not own the stores of its retail network, the activities within

the network, such as transportation of gaming slips, energy use in stores (which can be substantial

in the case of OPAP PLAY stores) and waste generation, contribute to the company’s Scope 3

emissions. Working with retail partners and suppliers to reduce energy use, and manage waste

sustainably, as well as reducing emissions from logistics are important to improve OPAP Group’s

energy efficiency. [ESRS E1 IRO-1 AR 12d]

While the company has not made detailed climate-related assumptions in its financial statements,

it has acknowledged certain climate change risks, as described under SBM-3 par. 18 section, in its

annual financial report. These risks are discussed at a high level and considered in the broader

context of OPAP’s strategic planning. As the company continues to assess its exposure to climate-

related risks, future financial assumptions may increasingly reflect these considerations, ensuring

alignment with relevant climate scenarios. [ESRS E1 IRO-1 AR 15]

Double Materiality Assessment

The double materiality assessment (DMA) conducted by OPAP Group is the result of several years

of work on the evolving requirements of the GRI and CSRD/ ESRS. Since 2015, OPAP Group has

been reporting on its sustainability activities in a structured manner (in the management report of

its annual report and through a separate Integrated Report). Materiality analysis was always an

inherent part of OPAP Group’s non-financial reporting. In 2023, OPAP Group began adapting its

materiality approach to the ESRS (draft ESRS that existed at the time). The DMA conducted in 2024

is aligned with the basic principles of ESRS’ Double Materiality and comprises two key steps,

namely Impact Materiality and Financial Materiality. The key assumptions utilized in the process

and methodology of the DMA are presented below, segmented into categories for

understandability purposes.

Impacts, risks and opportunities identification, recording and assessment

• A uniform methodology was used by OPAP Group in the process to identify material

impacts, risks, and opportunities (including business conduct matters) addressing its own

operations and value chain in Greece and Cyprus.

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• OPAP Group performed a “top-down” (at Group level), three tier approach i.e. internal

experts assessing IROs, management reviewing/ approving them and Top Management

validating results.

• The previous materiality analysis topics/ issues were associated with the ESRS

sustainability matters list (as per Application Requirement/ AR16 of ESRS1) in the interest

of continuity of the materiality exercise. All ESRS topics and subtopics (from the ESRS long

list in AR 16) were initially considered in the screening for relevant sustainability matters

for the new DMA exercise. The underlying issues contained within ESRS topics E4

(Biodiversity and Ecosystems) and S3 (Affected Communities) are not relevant for OPAP

Group’s operations. Moreover, the ESRS E2 (Pollution) related matters are not relevant or

non-significant to OPAP's operations. Finally, “Animal Welfare” subtopic from G1

(Business conduct) was considered not relevant since OPAP Group does not own any

livestock/horses and the Horse racetrack operation has ceased in January 2024.

• As mentioned above, the list of topics considered in the DMA is based on the subtopics of

the ESRS. The IROs were derived from and associated with the subtopics of the ESRS hence

the identification of candidate IROs was made at the ESRS subtopic level. The subtopics

capture sub-subtopics as well, where relevant or more appropriate.

• Multiple IROs can be present per subtopic (one-to-many relationship). Likewise, multiple

subtopics of similar context/ nature and interrelation can be covered by one IRO

(contextual merging).

• An IRO register/ long list (impact register, risks/ opportunities register) was developed by

transposing IROs primarily from OPAP Group’s past materiality analysis (2023),

considering Allwyn’s IROs list and the IROs published in the Non-Financial Report (“NFR”)

2023 taking into account the ESRS candidate sustainability matters list. Input for the

identification of IROs was provided by OPAP’s internal experts (representing operating

areas/ activities associated with ESRS Topical Standards and/ or entities) who reviewed

the initial IROs (registers), using their professional knowledge and judgement, and if

needed, performed the necessary adjustments (add, modify and delete as appropriate).

• IROs were assessed at the “Residual” level. Residual level refers to the assessment

(scoring) after one considers the effect of the measures OPAP Group has in place in

relation to the line item (and how effective these are). Measures can be policies,

management systems, actions/ initiatives etc. Particularly for environmental risks, gross

risks were evaluated during the assessment phase.

• The IROs were assessed for a specific timeframe as per good practice (e.g. in Enterprise

Risk Assessment exercises) and in order to offer clarity in the scoring task, reduce

ambiguity and uncertainty to the possible extent. The Short-Term focus in the assessment

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offers the above advantages and moreover places emphasis on current matters for the

present financial year. In addition, in the interest of further ESRS alignment, OPAP

assessed the future trends of the IROs movement (increasing, decreasing, stable) for the

medium and long-term thus attempting to capture any anticipated changes in the volatile

socio-economic environment. These trends can be considered in the development of the

relevant strategy and actions on specific sustainability matters and will support future

DMA exercises through the identification of emerging IROs.

• The DMA exercise is intended to be repeated at regular intervals (e.g. every two years or

earlier if deemed required), depending on the prevailing circumstances in the

environmental, social and economic developments (national, regional, European Union,

global). OPAP Group will monitor such developments and act accordingly.

Participating entities/ inclusion boundaries

• It is a Group level materiality assessment (a “top-down” approach) and OPAP included

appropriate internal experts (and management members for validation) for the exercise’s

implementation.

• The Group’s entities included are OPAP S.A., HELLENIC LOTTERIES S.A., OPAP CYPRUS LTD,

OPAP Sports LTD, TORA DIRECT SINGLE MEMBER S.A., TORA WALLET SINGLE MEMBER

S.A., NEUROSOFT S.A., and STOXIMAN LTD.

Alignment between OPAP and Allwyn Group

• In the interest of consistency and alignment, OPAP Group considered elements of the

methodology used by Allwyn Group in their materiality analysis, to the extent these were

applicable and/ or appropriate for OPAP’s context and own methodology (e.g. Allwyn

Group’s IROs consideration, elements of technical approach). In these cases, OPAP

adjusted in order to better reflect local business and operational environment (where and

if needed). Such an (essential) example is the introduction of the subtopic of Climate

Change adaptation (in ESRS E1 context) due to the fact that OPAP Group has already

recognized a relevant risk (Annual Financial Report 2023, "Increased capital costs (e.g.,

from damage to facilities)","Potential business disruption in retail operations (i.e. inability

to offer services in specific areas)", "and potential damage to our facilities due to extreme

weather incidents, resulting in possible reputational issues and potential operational

disruptions").

• For better reflecting its own business model and in the context of alignment with Allwyn

Group, OPAP included two company specific candidate topics: Cyber and information

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security (associated with OPAP’s previous material issue “Cyber and data security) and

Social Investments (associated with “Societal support” previous material issue).

[ESRS 2 IRO-1 par. 53a / ESRS G1 IRO-1 par. 6]

Impact Materiality

The aim of the materiality assessment is to examine the importance of actual and potential

positive and negative impacts of OPAP Group on the environment and society (people) for the

candidate ESRS sub-topics across its core activities in the geographical markets where it operates

(i.e. Greece and Cyprus) and its value chain.

Identification of material impacts, risks and opportunities (IROs)

The impacts were identified by transposing IROs primarily from OPAP Group’s past materiality

analysis (2023), considering Allwyn’s respective impacts’ list, and internal experts’ input, where

needed. Thereafter, the impacts were recorded and assessed by the Group’s responsible

personnel (through an internal experts’ session or on their own time) and the responsible line

management approved the results. The monitoring of actual and potential impacts is primarily

conducted by the responsible line management on a daily basis, during the ordinary course of

business and periodically during the implementation of the DMA exercise. [ESRS 2 IRO-1 par.

53b(i), 53b(ii)]

Consultation with affected stakeholders

OPAP focuses on involving internal stakeholders to gain informed and reliable input. Internal

experts, due to their cooperation with external stakeholders, have a comprehensive

understanding of their views and expectations. This collective knowledge was combined with CSRD

and ESRS requirements through the materiality exercise, involving various departments for CSRD

reporting. This ensures that IROs are based on operational experience and internal knowledge.

To assess interests and expectations, during 2023 materiality analysis, OPAP invited significant

stakeholder groups to participate in an online survey, providing their perspectives on the

significance of OPAP’s impact on each material issue. These responses were integrated into the

materiality analysis results, enhancing stakeholder engagement in managing OPAP’s impact. [ESRS

2 IRO-1 par. 53b(iii)]

Assessment of negative impacts

Negative impacts occur when the Group causes damage to the environment and/or the people

through its direct or indirect business activities, e.g. through business relationships with suppliers

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where cases of forced labor have been identified. Positive Impacts occur by actions taken by the

Group, from which the environment and/or the people's livelihoods benefit, e.g. renovation of

public Pediatric hospitals and support entrepreneurship or support youth sports.

The severity of the impact is calculated automatically using the average for the values assigned to

scale, scope, irremediability. If an impact is negative, the severity is calculated as the average of

the scale, scope and irremediability. For positive impacts, severity is calculated as the average of

the scale and scope. For each of these three parameters, a selection between six options (0-5)

using the respective impact materiality rating scale, took place. For potential impacts (i.e. impacts

that have not yet occurred), the likelihood aspect is factored in with a selection between five

options (1-5) using the respective impact materiality rating scale.

Prioritization of IROs based on their materiality

The determination of an impact as “material” or “not material” from this perspective (impact

materiality) is made automatically using an appropriate calculation methodology, based on the

selections (scoring) made on the abovementioned parameters, and the impact materiality

thresholds. It is noted that in the interest of prudency and extra caution, the Group has placed

special focus if either of an impact's characteristics/ parameters (scale, scope or irremediability) is

scored with the highest choice (i.e. 5). In this case the impact is considered material. [ESRS 2 IRO-

1 par. 53b(i), 53b(ii), 53b(iv)]

Financial Materiality

The risks and opportunities were identified using and transposing risks and opportunities (“RO”)

primarily from OPAP Group’s past materiality analysis (2023), considering Allwyn Group’s ROs list,

and internal experts’ input, where needed. Similar to the impact materiality process, the identified

risks and opportunities were recorded and assessed by the OPAP Group’s personnel responsible

with the responsible line management approving the results. In addition, the OPAP Group’s Risk

Management function contributed insight regarding the risk register and the alignment of the

rating scales (financial magnitude, likelihood) with the Group’s Risk methodology process.

Link to risks and opportunities ID, where the impact is linked with one or more risks or

opportunities in the respective register using a unique ID assigned to each of them (e.g. in case an

impact causes or relates to a risk/ opportunity in the financial materiality. [ESRS 2 IRO-1 par. 53c(i),

53c(iii)]

All risks and opportunities were assessed based on their financial consequences/ effect type with

a selection of one or more choices from Group’s development, Financial position, Financial

performance, Cash flows, Access to finance, and Cost of capital effect types. To determine

materiality, risks and opportunities were assessed on their likelihood (i.e. probability of occurring)

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with participants having to select between five options (1-5) using the respective financial

materiality rating scale and on their financial impact, with a selection between six options (0-5) for

the financial magnitude using the respective financial materiality rating scale.

The determination whether a risk or opportunity is “material” or “not material” from this

perspective (financial materiality) is made automatically using an appropriate calculation

methodology, based on the selections made above (scoring), and the financial materiality

thresholds. [ESRS 2 IRO-1 par. 53c(ii)]

Approval of Double Materiality Assessment

OPAP Group Chairman and CEO and Deputy CEO reviewed the results of the Double Materiality

Assessment and validated them. The decision-making process in relation to the IROs is conducted

in two levels. The first level concerns the assessment of the candidate IROs (which IROs are

material, and which sustainability matters they refer to) using the relevant internal methodology.

The methodology describes the assumptions, basic steps/ activities, responsibilities and approvals

(control environment) and is amended by OPAP's management when needed. The second level

concerns the management of the effects (positive or negative) of the IROs. The senior

management of OPAP makes decisions regarding the second level following the company's risk

management framework and other corporate procedures. [ESRS 2 IRO-1 par. 53d]

Alignment of Double Materiality exercise with OPAP Group ERM framework

The process for identifying, assessing, and managing sustainability impacts and risks is aligned with

OPAP’s overall risk management framework. This alignment ensures that environmental, social,

and governance (ESG) risks are evaluated alongside traditional business risks, providing a

comprehensive view of the company’s risk profile. This approach includes a periodic assessment

of sustainability matters, which is used to inform decision-making and refine risk management

strategies. By embedding these processes into the broader risk management framework, OPAP

aims to ensure that sustainability considerations will be central to its business operations and long-

term resilience.

Similarly, the process to identify, assess, and manage opportunities is integrated into the overall

governance and management process. This approach ensures that sustainability-related

opportunities are systematically evaluated and aligned with its strategic objectives, led by the

responsible line management who will have to act by establishing the appropriate mechanisms

and processes to seize it. By embedding this process into the broader management strategy, OPAP

proactively capitalizes on opportunities that drive growth, enhance competitiveness, and support

long-term goals. [ESRS 2 IRO-1 par. 53e, 53f]

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Double Materiality Assessment input parameters

To identify, assess, and manage material impacts, risks, and opportunities OPAP relies on a

comprehensive set of input parameters. The company utilizes data from both internal sources,

such as performance metrics and employee and customer surveys, and external sources such as

industry benchmarks. The scope of this assessment covers all core activities and geographical

regions where OPAP Group operates, as well as the entire value chain. Moreover, assumptions are

based on reasonable projections, considering short-term time horizons for the assessment and

potential future conditions (i.e. medium and long-term trends) to ensure a thorough evaluation of

impacts, risks and opportunities. [ESRS 2 IRO-1 par. 53g]

Modifications in Double Materiality exercise versus previous periods

In 2024, OPAP Group enhanced its previous DMA which was conducted in the previous reporting

period. The key enhancements were: individual IRO assessment, usage of rating scales aligned with

the Risk Management Framework of the organization, application of specific thresholds in

determining materiality of impacts, risks, and opportunities. OPAP Group will monitor the

developments in the CSRD landscape and the relevant ESRSs in order to revisit, update and

improve the DMA process when needed. [ESRS 2 IRO-1 53h]

IRO-2 – Disclosure requirements in ESRS covered by the undertaking’s sustainability statement

Disclosure Requirements complied with in sustainability statements

The following table outline the Disclosure Requirements that OPAP Group complies with in

sustainability statements.

Disclosure Requirement

ESRS 2 - General information

BP-1 - General basis for the preparation of the sustainability statements

BP-2 - Disclosures in relation to specific circumstances

GOV-1 - The role of the administrative, management and supervisory bodies

GOV-2 - Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies

GOV-3 - Integration of sustainability-related performance in incentive systems

GOV-4 - Statement on due diligence

GOV-5 - Risk management and internal controls over sustainability reporting

SBM-1 - Strategy, business model and value chain

SBM-2 – Interests and views of stakeholders

SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model

IRO-1 - Description of the processes to identify and assess material impacts, risks and opportunities

IRO-2 - Disclosure requirements in ESRS covered by OPAP Group’s sustainability statement

Environment

Disclosures pursuant to Article 8 of Regulation 2020/852 (EU Taxonomy Regulation)

ESRS E1 Climate change

GOV-3 - Integration of sustainability-related performance in incentive schemes

E1-1 - Transition plan for climate change mitigation

ESRS 2 SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model

E1-2 - Policies related to climate change mitigation and adaptation

E1-3 - Actions and resources in relation to climate change policies

E1-4 - Targets related to climate change mitigation and adaptation

E1-5 - Energy consumption and mix

E1-6 - Gross Scopes 1, 2, 3 and Total GHG emissions

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Disclosure Requirement

Social

ESRS S1 - Own workforce

ESRS 2 SBM-2 - Interests and views of stakeholders

ESRS 2 SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model

S1-1 - Policies related to own workforce

S1-2 - Processes for engaging with own workers and workers’ representatives about impacts

S1-3 - Processes to remediate negative impacts and channels for own workers to raise concerns

S1-4 - Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce,

and effectiveness of those actions

S1-5 - Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

S1-6 - Characteristics of the undertaking’s employees

S1-9 - Diversity metrics

S1-10 - Adequate wages

S1-12- Persons with disabilities

S1-13 - Training and skills development metrics

S1-16 - Compensation metrics (pay gap and total compensation)

ESRS S4 - Consumers and end users

ESRS 2 SBM-2 - Interests and views of stakeholders

ESRS 2 SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model

S4-1 - Policies related to consumers and end-users

S4-2 - Processes for engaging with consumers and end-users about impacts

S4-3 - Processes to remediate negative impacts and channels for consumers and end-users to raise concerns

S4-4 - Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to

consumers and end-users, and effectiveness of those actions

S4-5 - Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

Entity-specific - Cyber and Information security

MDR-P – Policies related to Cyber and Information Security

MDR-A – Actions and resources in relation to Cyber and Information Security

MDR-M – Metrics in relation to Cyber and Information Security

MDR-T – Tracking effectiveness of policies and actions through targets

Entity-specific - Social investments

MDR-P – Policies related to Social Investments

MDR-A – Actions and resources in relation to Social Investments

MDR-M – Metrics in relation to Social Investments

MDR-T – Tracking effectiveness of policies and actions through targets

Governance

ESRS G1 – Business Conduct

ESRS 2 GOV-1 - The role of the administrative, supervisory and management bodies

ESRS 2 IRO-1 - Description of the processes to identify and assess material impacts, risks and opportunities

G1-1- Corporate culture and business conduct policies

G1-3 - Prevention and detection of corruption and bribery

G1-4 – Incidents of corruption or bribery

[ESRS 2 IRO-2 par. 54]

List of Data Points that derive from other EU legislation The following table presents all the data

points that derive from other EU legislation as listed in ESRS 2 appendix B, indicating where the

data points can be found in OPAP Group’s report and which data points are assessed as ‘Not

material’, ‘Not relevant’ and ‘Not reported’.

Disclosure Requirement and related

datapoint

Sustainability

Statement

reference

Materiality/

Relevance

SFDR

referen

Pillar 3

reference

Benchmark

regulation

reference

EU Climate

Law

reference

ESRS 2 GOV-1 Board's gender diversity

paragraph 21 (d)

GOV-1 - The role of

the administrative,

management and

supervisory bodies

ESRS 2 GOV-1 Percentage of board

members who are independent

paragraph 21 (e)

GOV-1 - The role of

the administrative,

management and

supervisory bodies

ESRS 2 GOV-4 Statement on due diligence

paragraph 30

GOV-4 - Statement

on due diligence

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Disclosure Requirement and related

datapoint

Sustainability

Statement

reference

Materiality/

Relevance

SFDR

referen

Pillar 3

reference

Benchmark

regulation

reference

EU Climate

Law

reference

ESRS 2 SBM-1 Involvement in activities

related to fossil fuel activities paragraph

40 (d) i

Not relevant

ESRS 2 SBM-1 Involvement in activities

related to chemical production paragraph

40 (d) ii

Not relevant

ESRS 2 SBM-1 Involvement in activities

related to controversial weapons

paragraph 40 (d) iii

Not relevant

ESRS 2 SBM-1 Involvement in activities

related to cultivation and production of

tobacco paragraph 40 (d) iv

Not relevant

ESRS E1-1 Transition plan to reach climate

neutrality by 2050 paragraph 14

E1-1 - Transition plan

for climate change

mitigation

ESRS E1-1 Undertakings excluded from

Paris-aligned Benchmarks paragraph 16

(g)

E1-1 - Transition plan

for climate change

mitigation

ESRS E1-4 GHG emission reduction

targets paragraph 34

ESRS E1-5 Energy consumption from fossil

sources disaggregated by sources (only

high climate impact sectors) paragraph 38

Not relevant

ESRS E1-5 Energy consumption and mix

paragraph 37

E1-5 - Energy

consumption and mix

ESRS E1-5 Energy intensity associated

with activities in high climate impact

sectors paragraphs 40 to 43

Not relevant

ESRS E1-6 Gross Scope 1, 2, 3, and Total

GHG emissions paragraph 44

E1-6 - Gross Scopes 1,

2, 3 and Total GHG

emissions

ESRS E1-6 Gross GHG emissions intensity

paragraphs 53 to 55

E1-6 - Gross Scopes 1,

2, 3 and Total GHG

emissions

ESRS E1-7 GHG removals and carbon

credits paragraph 56

Not relevant

ESRS E1-9 Exposure of the benchmark

portfolio to climate-related physical risks

paragraph 66

Not relevant

ESRS E1-9 Disaggregation of monetary

amounts by acute and chronic physical

risk paragraph 66 (a)

ESRS E1-9 Location of significant assets at

material physical risk paragraph 66 (c)

Not reported

(phase-in)

ESRS E1-9 Breakdown of the carrying

value of its real estate assets by energy-

efficiency classes paragraph 67 (c)

Not reported

(phase-in)

ESRS E1-9 Degree of exposure of the

portfolio to climate-related opportunities

paragraph 69

Not reported

(phase-in)

ESRS E2-4 Amount of each pollutant

listed in Annex II of the E- PRTR

Regulation (European Pollutant Release

and Transfer Register) emitted to air,

water and soil, paragraph 28

Not relevant

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Disclosure Requirement and related

datapoint

Sustainability

Statement

reference

Materiality/

Relevance

SFDR

referen

Pillar 3

reference

Benchmark

regulation

reference

EU Climate

Law

reference

ESRS E3-1 Water and marine resources

paragraph 9

Not material

ESRS E3-1 Dedicated policy paragraph 13

Not relevant

ESRS E3-1 Sustainable oceans and seas

paragraph 14

Not relevant

ESRS E3-4 Total water recycled and

reused paragraph 28 (c)

Not relevant

ESRS E3-4 Total water consumption in m3

per net revenue on own operations

paragraph 29

Not relevant

ESRS 2- IRO 1 - E4 paragraph 16 (a) i

Not relevant

ESRS 2- IRO 1 - E4 paragraph 16 (b)

Not relevant

ESRS 2- IRO 1 - E4 paragraph 16 (c)

Not relevant

ESRS E4-2 Sustainable land / agriculture

practices or policies paragraph 24 (b)

Not relevant

ESRS E4-2 Sustainable oceans / seas

practices or policies paragraph 24 (c)

Not relevant

ESRS E4-2 Policies to address

deforestation paragraph 24 (d)

Not relevant

ESRS E5-5 Non-recycled waste paragraph

37 (d)

Not material

ESRS E5-5 Hazardous waste and

radioactive waste paragraph 39

Not material

ESRS 2- SBM3 - S1 Risk of incidents of

forced labor paragraph 14 (f)

ESRS 2 SBM-3 -

Material impacts,

risks and

opportunities and

their interaction with

strategy and business

model

ESRS 2- SBM3 - S1 Risk of incidents of

child labor paragraph 14 (g)

ESRS 2 SBM-3 -

Material impacts,

risks and

opportunities and

their interaction with

strategy and business

model

ESRS S1-1 Human rights policy

commitments paragraph 20

S1-1 - Policies related

to own workforce

ESRS S1-1 Due diligence policies on issues

addressed by the fundamental

International Labour Organisation

Conventions 1 to 8, paragraph 21

S1-1 - Policies related

to own workforce

ESRS S1-1 Processes and measures for

preventing trafficking in human beings

paragraph 22

S1-1 - Policies related

to own workforce

ESRS S1-1 Workplace accident prevention

policy or management system paragraph

Not material

ESRS S1-3 Grievance/complaints handling

mechanisms paragraph 32 (c)

S1-3 - Processes to

remediate negative

impacts and channels

for own workers to

raise concerns

ESRS S1-14 Number of fatalities and

number and rate of work-related

accidents paragraph 88 (b) and (c)

Not material

ESRS S1-14 Number of days lost to

injuries, accidents, fatalities or illness

paragraph 88 (e)

Not material

ESRS S1-16 Unadjusted gender pay gap

paragraph 97 (a)

S1-16 - Compensation

metrics (pay gap and

total compensation)

ESRS S1-16 Excessive CEO pay ratio

paragraph 97 (b)

S1-16 - Compensation

metrics (pay gap and

total compensation)

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Disclosure Requirement and related

datapoint

Sustainability

Statement

reference

Materiality/

Relevance

SFDR

referen

Pillar 3

reference

Benchmark

regulation

reference

EU Climate

Law

reference

ESRS S1-17 Incidents of discrimination

paragraph 103 (a)

Not material

ESRS S1-17 Non-respect of UNGPs on

Business and Human Rights and OECD

paragraph 104 (a)

Not material

ESRS 2- SBM3 – S2 Significant risk of child

labour or forced labour in the value chain

paragraph 11 (b)

Not material

ESRS S2-1 Human rights policy

commitments paragraph 17

Not material

ESRS S2-1 Policies related to value chain

workers paragraph 18

Not material

ESRS S2-1 Non- respect of UNGPs on

Business and Human Rights principles

and OECD guidelines paragraph 19

Not material

ESRS S2-1 Due diligence policies on issues

addressed by the fundamental

International Labor Organisation

Conventions 1 to 8, paragraph 19

Not material

ESRS S2-4 Human rights issues and

incidents connected to its upstream and

downstream value chain paragraph 36

Not material

ESRS S3-1 Human rights policy

commitments paragraph 16

Not relevant

ESRS S3-1 non-respect of UNGPs on

Business and Human Rights, ILO

principles or and OECD guidelines

paragraph 17

Not relevant

ESRS S3-4 Human rights issues and

incidents paragraph 36

Not relevant

ESRS S4-1 Policies related to consumers

and end-users paragraph 16

Not relevant

ESRS S4-1 Non-respect of UNGPs on

Business and Human Rights and OECD

guidelines paragraph 17

Not relevant

ESRS S4-4 Human rights issues and

incidents paragraph 35

S4-4 - Taking action

on material impacts

on consumers and

end-users, and

approaches to

managing material

risks and pursuing

material

opportunities related

to consumers and

end-users, and

effectiveness of those

actions

ESRS G1-1 United Nations Convention

against Corruption paragraph 10 (b)

G1-1- Corporate

culture and business

conduct policies

ESRS G1-1 Protection of whistle-blowers

paragraph 10 (d)

G1-1- Corporate

culture and business

conduct policies

ESRS G1-4 Fines for violation of anti-

corruption and anti-bribery laws

paragraph 24 (a)

G1-4 – Incidents of

corruption or bribery

ESRS G1-4 Standards of anti-corruption

and anti-bribery paragraph 24 (b)

G1-4 – Incidents of

corruption or bribery

[ESRS 2 IRO-2 par. 56]

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Aligned with the criteria outlined in ESRS 1 section 3.2, OPAP determines material information

for disclosure based on a comprehensive assessment that considers both the significance of the

information and its capacity to meet the decision-making needs of stakeholders.

Material information to be disclosed (i.e. content presented in the Sustainability Statement) in

relation to material IROs is selected and evaluated by the information owners, focusing on their

relevance and alignment with the disclosure requirements. This ensures that the group’s

sustainability statements address the most meaningful and decision-useful information, tailored

to both internal and external stakeholder needs. [ESRS 2 IRO-2 par. 59]

Environmental Information

Disclosures pursuant to Article 8 of Regulation 2020/852 (EU Taxonomy Regulation)

Introduction to EU Taxonomy Regulation

The European Green Deal, adopted by the European Commission in December 2019, aims to

achieve EU climate neutrality by 2050 through a sustainable and circular economy, biodiversity

restoration, and pollution reduction. A key component of this strategy is sustainable finance, which

redirects capital towards environmentally sustainable activities.

To support this transition, the EU introduced the Taxonomy Regulation (EU) 2020/852, establishing

a classification system for sustainable economic activities to create a common framework for

identifying sustainable investments, ensuring consistency and transparency in financial markets.

Several Delegated Acts have since been issued, providing detailed technical criteria for climate

change mitigation and adaptation, transparency in sustainability reporting, and broader

environmental objectives:

Delegated Act (EU) 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 – Amendment to Climate Delegated Act

Delegated Act (EU) 2023/2486 – Supplements the taxonomy framework with criteria for broader

sustainability objectives, including biodiversity and pollution reduction.

These regulations form the foundation for aligning financial and corporate activities with the EU’s

climate and sustainability goals. The Taxonomy Regulation applies to undertakings required to

publish non-financial statements under Articles 19a and 29a of the Accounting Directive

2013/34/EU. These entities must disclose the extent to which their activities qualify as

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environmentally sustainable (Article 8 of the Taxonomy Regulation), ensuring transparency in

sustainable investments, mitigating greenwashing risks, and fostering the expansion of green

finance.

The Taxonomy Regulation establishes a two-step assessment framework for determining the

environmental sustainability of economic activities:

Taxonomy Eligibility – An economic activity is considered taxonomy-eligible if it falls within the

scope of the EU Taxonomy, meaning it is covered by the classification system but is not necessarily

sustainable.

Taxonomy Alignment – A taxonomy-eligible activity is deemed taxonomy-aligned if it meets the

following four criteria:

1. Substantial Contribution – The activity must make a measurable and significant

contribution to at least one of the six environmental objectives defined by the Taxonomy

Regulation:

Climate Change Mitigation: Reduction or prevention of greenhouse gas emissions.

Climate Change Adaptation: Strengthening resilience to climate change risks.

Sustainable Use and Protection of Water and Marine Resources: Promoting efficient

water management and pollution reduction.

Transition to a Circular Economy: Enhancing resource efficiency and minimizing

waste.

Pollution Prevention and Control: Reducing air, water, and soil pollution.

Protection and Restoration of Biodiversity and Ecosystems: Preserving, restoring,

and enhancing natural ecosystems.

2. Do No Significant Harm (DNSH) – The activity must not adversely impact any of the

remaining environmental objectives.

3. Technical Screening Criteria Compliance – The activity must fulfil the specific technical

screening criteria set out in the relevant Delegated Acts.

4. Minimum Social Safeguards – The activity must adhere to recognized social and

governance standards, including the OECD Guidelines for Multinational Enterprises, the

UN Guiding Principles on Business and Human Rights, and the core conventions of the

International Labour Organization (ILO).

Implementation of the Regulation at OPAP Group

A taxonomy-non-eligible economic activity refers to any economic activity that is not classified as

Taxonomy-eligible under the Delegated Acts supplementing the Taxonomy Regulation. OPAP has

reviewed all Taxonomy-eligible economic activities listed in the applicable Delegated Acts

concerning its business activities, which primarily involve the provision of gaming entertainment

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services. The eligibility assessment was conducted based on both the Climate Delegated Act (EU

2021/2139) and the Environmental Delegated Act (EU 2023/2486). However, no assessment of

Taxonomy alignment was conducted for the year 2024 due to challenges in data collection.

The assessment of Group’s economic activities against the EU Taxonomy framework, considering

the classification system set out in the Taxonomy Regulation and the relevant Delegated Acts

focused on:

1. Identifying activities that may qualify as taxonomy-eligible.

2. Assessing the proportion of Revenue, Capital Expenditure and Operational Expenditure

associated with taxonomy-eligible and aligned activities

As part of this assessment, OPAP has identified two ancillary activities that qualify as Taxonomy-

eligible. However, in the previous year, these activities were not reported, as OPAP Group’s core

business activities do not fall within the scope of Taxonomy-eligible economic activities:

1. Activity 6.5 – (Leased Cars) Transport by motorbikes, passenger cars, and light commercial

vehicles

OPAP operates a fleet of leased vehicles, all of which fall under the scope of the taxonomy-eligible

transport category.

2. Activity 8.1 – Data processing, hosting and related activities

OPAP operates three data centers that support its business operations. Our in-house team is

responsible for the daily management and monitoring of servers, both remotely and on-site, while

our co-hosting business partner oversees infrastructure housing, security, power supply, and

cooling.

In conclusion, while OPAP’s core business activities remain taxonomy-non-eligible, it recognizes its

role in contributing to the EU’s climate objectives through its leased car fleet and data centers

operations. OPAP continues to assess opportunities to align with sustainable finance principles,

supporting broader ESG commitments.

Calculation of Taxonomy KPIs

In compliance with Article 8 of the Taxonomy Regulation, the OPAP Group quantifies and reports

the following key performance indicators (KPIs):

Turnover KPI: this KPI represents the percentage of Taxonomy-eligible economic activities

(numerator) relative to the Group’s total Revenue (GGR) as well as the revenue generated from

non-gaming activities (denominator). The Group’s annual turnover can be reconciled with the

Consolidated Income Statement on page 238. None of OPAP’s Taxonomy-eligible activities,

specifically Activity 6.5 or Activity 8.1, generate Taxonomy-eligible turnover.

Capital Expenditure (CAPEX) KPI: This KPI represents the percentage of capital expenditure

allocated to Taxonomy-eligible economic activities (numerator) relative to the Group’s total capital

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expenditure (denominator). Total CAPEX includes additions to intangible assets, property, plant

and equipment, right-of-use assets, and investment property during the financial year, before

depreciation, amortization, impairment, and remeasurement. OPAP has identified Activity 6.5 due

to its leased fleet and Activity 8.1 in relation to the replacement of servers in its data centers.

These amounts are disclosed in the 'Additions' line of Notes 6, 7, 8, and 9 of the Financial

Statements.

Operational Expenditure (OPEX) KPI: This KPI represents the percentage of operational

expenditure allocated to Taxonomy-eligible economic activities (numerator) relative to the

Group’s total operating expenses (denominator). Relevant operating expenses, as defined by the

EU Taxonomy, include costs related to research and development, short-term leases, repair and

maintenance, and other direct expenditures associated with the day-to-day servicing of property,

plant, and equipment. OPAP has identified Activity 6.5 due to expenses related to its leased fleet

and Activity 8.1 for maintenance and repair costs associated with its data centers. These expenses

are reported under ‘Other operating expenses’ in the Consolidated Income Statement.

The following tables present a comprehensive analysis of OPAP Group’s Key Performance

Indicators (KPIs) for the years 2024 and 2023, concerning economic activities eligible under the

Taxonomy framework. It is important to note that in 2023, the assessment of Taxonomy Eligibility

was limited to the Group’s core business activities, specifically the provision of gaming

entertainment services. As these activities are not covered by the Delegated Act, the disclosed

KPIs for Operational and Capital Expenditures for that year were 0%. However, in 2024, the Group

broadened its assessment to encompass additional auxiliary activities, resulting in a restatement

of the 2023 KPIs.

Explanation of abbreviations used in Taxonomy tables

Sustainable contribution criteria:

• Y: Yes, Taxonomy-eligible and Taxonomy aligned activity with the relevant

environmental objective

• N: No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant

environmental objective:

• N/EL: Not eligible, Taxonomy-non-eligible activity for the relevant environmental

objective

• EL: Taxonomy-eligible activity for the relevant objective.

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Turnover KPIs Codes

Turnover

Proportion of

Turnover

2024

Climate change

mitigation

Climate change

adaptation

Water Pollution

Circular

economy

Biodiversity

Climate change

mitigation

Climate change

adaptation

Water Pollution

Circular

economy

Biodiversity

Minimum

safeguards

Taxonomy

proportion of

Turnover 2023

Enabling

activity

Transitional

activity

thousands of euro % Y; N; N/EL; EL Y; N; N/EL; EL Y; N; N/EL; EL Y; N; N/EL; EL Y; N; N/EL; EL Y; N; N/EL; EL Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No % E T

A. TAXONOMY-ELIGIBLE ACTIVITIES

0 0.0%

Of which enabling

0 0.0% 0.0%

Of which transitional

0 0.0% 0.0%

0 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%

A. Turnover of taxonomy-eligible activities (A.1. + A.2.)

0 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

2,411,474 100.0%

Substantial contribution criteria

DNSH criteria (“Does Not Significantly Harm”)

A.1. Environmentally sustainable activities (Taxonomy-aligned)

Turnover of environmentally sustainable activities

(Taxonomy-aligned) (A.1)

A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)

Turnover of Taxonomy-eligible but not environmentally sustainable activities

(not Taxonomy-aligned activities) (A.2.)

Turnover of Taxonomy-non-eligible activities (B)

TOTAL (A+B)

Codes

Capital Εxpenditure

(CapΕx)

Proportion of

CapEx

2024

Climate change

mitigation

Climate change

adaptation

Water Pollution

Circular

economy

Biodiversity

Climate change

mitigation

Climate change

adaptation

Water Pollution

Circular

economy

Biodiversity

Minimum

safeguards

Taxonomy

proportion of CapEx

2023

Enabling

activity

Transitional

activity

thousands of euro % Y; N; N/EL; EL Y; N; N/EL; EL Y; N; N/EL; EL Y; N; N/EL; EL Y; N; N/EL; EL Y; N; N/EL; EL Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No % E T

A. TAXONOMY-ELIGIBLE ACTIVITIES

0 0.0%

Of which enabling

0 0.0% 0.0%

Of which transitional

0 0.0% 0.0%

Transport by motorbikes , pa ss enger ca rs and light comme rcia l vehicl es

CCM 6.5 2,741 2.8% EL N/EL N/EL N/EL N/EL N/EL 8.4%

Da ta processi ng, hosti ng and rel a ted activities

CCM 8.1 1,301 1.3% EL N/EL N/EL N/EL N/EL N/EL 0.4%

4,042 4.1% 4.1% 0.0% 0.0% 0.0% 0.0% 0.0% 8.8%

A. CapEx of Taxonomy-eligible activities (A.1. + A.2.)

4,042 4.1% 4.1% 0.0% 0.0% 0.0% 0.0% 0.0% 8.8%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

95,164 95.9%

99,206 100.0%

Substantial contribution criteria

DNSH criteria (“Does Not Significantly Harm”)

CAPEX KPIs

A.1. Environmentally sustainable activities (Taxonomy-aligned)

CapEx of environmentally sustainable activities

(Taxonomy-aligned) (A.1)

A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)

CapEx of Taxonomy-eligible but not environmentally sustainable activities

(not Taxonomy-aligned activities) (A.2.)

CapEx of Taxonomy-non-eligible activities (B)

TOTAL (A+B)

Codes

Operating Expenditure

(OpEx)

Proportion of

OpEx

2024

Climate change

mitigation

Climate change

adaptation

Water Pollution

Circular

economy

Biodiversity

Climate change

mitigation

Climate change

adaptation

Water Pollution

Circular

economy

Biodiversity

Minimum

safeguards

Taxonomy

proportion of OpEx

2023

Enabling

activity

Transitional

activity

thousands of euro % Y; N; N/EL; EL Y; N; N/EL; EL Y; N; N/EL; EL Y; N; N/EL; EL Y; N; N/EL; EL Y; N; N/EL; EL Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No % E T

A. TAXONOMY-ELIGIBLE ACTIVITIES

0 0.0%

Of which enabling

0 0.0% 0.0%

Of which transitional

0 0.0% 0.0%

Transport by motorbikes , pa ss e nger ca rs and light comme rcia l vehicles

CCM 6.5 30 1.0% EL N/EL N/EL N/EL N/EL N/EL 2.9%

Ins tallation, ma intenance and repai r of cha rging stati ons for el ectric vehicles i n buil dings

CCM 7.4 0.0% EL N/EL N/EL N/EL N/EL N/EL 0.0%

30 1.0% 2.9%

A. OpEx of Taxonomy-eligible activities (A.1. + A.2.)

30 1.0% 1.0% 0.0% 0.0% 0.0% 0.0% 0.0% 2.9%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

3,059 99.0%

3,090 100%

A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)

Substantial contribution criteria

DNSH criteria (“Does Not Significantly Harm”)

OPEX KPIs

A.1. Environmentally sustainable activities (Taxonomy-aligned)

OpEx of environmentally sustainable activities

(Taxonomy-aligned) (A.1)

OpEx of Taxonomy-non-eligible activities (B)

TOTAL (A+B)

OpEx of Taxonomy-eligible but not environmentally sustainable activities

(not Taxonomy-aligned activities) (A2)

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[Business/Internal Use]

Activities related to nuclear energy and fossil gas:

The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of

innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the

fuel cycle.

The undertaking carries out, funds or has exposures to construction and safe operations of new nuclear installations to

produce electricity or process heat, including for the purposes of district heating or industrial processes such as

hydrogen production as wll as theur safety upgrades, using best available technologies.

The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce

electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen

production from nuclear energy, as well as their safety upgrades.

Nuclear energy related activities

The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that

produce electricity using fossil gaseous fuels.

The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined

heat/cool and power generation facilities using fossil gaseous fuels.

The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation

facilities that produce heat/cool using fossil gaseous fuels.

Fossil gas related activities

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E1 – Climate Change

Background

OPAP Group has identified the following material impacts related to Climate Change, as an outcome of its

Double Materiality Assessment (DMA):

Sub-topic

Sub-sub-topic

IRO

IRO description

Climate change

mitigation

Negative

Impact

Contribution to global warming and

climate change caused by CO

emissions

from the production and delivery of

purchased goods (e.g., raw materials and

final products such as VLTs, screen

monitors, IT equipment, etc.).

Governance

GOV-3 Integration of sustainability-related performance in incentive schemes

Explicit climate-related considerations are not part of the remuneration. More information is presented

under the respective GOV-3 section of ESRS 2. [ESRS E1 GOV-3 par. 13]

Strategy

E1-1 – Transition plan for climate change mitigation

OPAP Group has not yet developed or implemented a comprehensive action plan compatible with the

transition to a sustainability economy and in line with the Paris Agreement. However, the Group is actively

working on an integrated environmental strategy, which will encompass a detailed pathway to advance

sustainability and its mitigation efforts. [ESRS E1 E1-1 par. 14, 17]

SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

OPAP Group is conscious of global climate change and environmental issues. Climate risks pose potential

challenges for its 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 its facilities due to extreme weather incidents, resulting in potential operational

disruptions, or even possible reputational issues. However, in its effort to contribute to the mitigation of

such challenges, OPAP systematically works towards minimizing its potential negative impact and

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proactively address risks throughout its operations as described in E1-3 “Actions Section”. The company

complies with current environmental legislation in Greece and Cyprus and relevant provisions.

Since OPAP Group did not identify a climate related risk in the context of its Double Materiality Assessment

(DMA), it does not have neither a transition or a resilience plan at the moment.However, the Group has

identified an actual negative impact associated with the contribution to global warming and climate change

caused by CO2 emissions from the production and delivery of purchased goods. [ESRS E1 SBM-3 par. 18]

Given the nature of OPAP’s business model and sector, its exposure to climate-related risks is relatively low.

While the Group acknowledges the importance of resilience and scenario analyses in understanding

potential environmental and climate-related impacts to its strategy and business model, these analyses

have not yet been conducted. Moving forward, the Group aims to strengthen its approach to sustainability

and risk management by exploring the integration of such analyses to address climate-related potential

impacts, risks and opportunities, where deemed relevant. [ESRS E1 SBM-3 par. 19a-c, AR 7b, AR 8b]

E1-2 – Policies related to climate change mitigation and adaptation

OPAP is in the process of developing an integrated Environmental strategy for tackling key environmental

impacts and contributing to the sector trends and expectations, such as the European Lotteries

environmental initiative. This environmental strategy aims to set out pillars of environmental action

(commitment pillars), goals and to the extent possible, targets for achieving positive environmental

outcomes while minimizing the negative impacts related to its operation and network.

Environmental and Energy Policy

To fulfil its commitment towards conducting business operations in an environmentally responsible

manner, OPAP has established its environmental and energy policy. With this policy, OPAP acknowledges

that the protection of the environment, energy saving and conservation of natural resources, as well as

active contribution against climate change are integral parts of responsible and sustainable business

development. This commitment is achieved through the implementation of an Environmental and Energy

Management System certified according to ISO14001 and ISO50001 respectively, through which the

company:

• Systematically evaluates and monitors the environmental and energy impact of its operations.

• Monitors and complies with relevant National and European Environmental and Energy Laws and

regulations, as well as the requirements of other interested parties which have been accepted.

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• Implements appropriate policies and programs to continuously improve its environmental and

energy performance, reducing its negative Environmental impact and Energy consumption, where

possible.

• Prevents any Environmental pollution and promotes the efficient use of energy by implementing

appropriate environmental practices in its own operations and the operations of its main suppliers.

The current Environmental and Energy Policy of OPAP primarily addresses:

• Climate change mitigation, through the continuous improvement of environmental performance,

reducing negative environmental impacts (including GHG emissions), and preventing pollution.

• Energy efficiency, by monitoring energy consumption and promoting efficient energy use, as well

as compliance with ISO50001 standards. Energy efficiency is further pursued in the context of

ISO50001 through annual energy improvement programs implemented by the Property Team for

OPAP HQ buildings infrastructure and through specific minimum requirements for energy

efficiency in purchases of IT and electronic equipment.

Although not explicitly addressed in the policy, OPAP facilitates the deployment of renewable energy by

signing virtual Power Purchase Agreements (vPPAs) enabling it to claim the use of renewable energy,

further supporting its commitment to energy efficiency and climate change mitigation. Climate change

adaptation is not addressed within OPAP’s Environmental and Energy Policy, reflecting its current

assessment that this aspect is not material to its operations and impact. However, OPAP Group aims to

address it more effectively, through the development of its new Environmental and Energy Policy. [ESRS E1

E1-2 par. 25a-d]

The scope of this policy aligns with the boundaries of ISO 14001 and ISO 50001 certifications for OPAP S.A.

Given the increased importance of environmental and energy efficiency, OPAP Group will develop a

respective integrated policy, within 2025, aiming to better address OPAP Group’s material impacts and

risks.

Corporate Sustainable Development Policy

OPAP has established its Sustainable Development Policy to outline the core elements of the Group’s

approach to ESG principles with the aim to benefit all its stakeholders, protect its players, network, society

and the environment. The Corporate Sustainable Development Policy acts as the company’s blueprint with

respect to the integration, governance and oversight of sustainability principles within its business and

operational models, covering Sustainability Governance, Sustainability Strategy, Disclosure of Sustainability

Performance, and Sustainability Commitments as main topics. More specifically, OPAP Group focuses,

amongst others, on the reduction of energy consumption and greenhouse gas emissions.

With respect to carrying out this policy and/or the Group’s Sustainability Strategy, OPAP commits to:

• Annually review the Sustainability Strategy to ensure compliance and relevance with the external

environment.

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• Conduct a Double Materiality Exercise, at least every two years, to yield the most impact and long-

term value for the Group.

• Responsibly manage the ESG risks and opportunities deriving from global changes and shifting

industry practices, aiming to maximize the overall positive impact of OPAP activities, to the extent

possible, avoiding short-term approaches.

• Define targets and KPIs to accurately and consistently monitor the Group’s performance on the

focus areas identified in the Sustainability Strategy.

• The policy is publicly available for the stakeholders who are responsible for its implementation (e.g.

employees) as well as the stakeholders who are potentially affected.

• Conduct systematic and regular dialogue with all stakeholders (employees, players and non-

players, suppliers, sales and distribution network, shareholders, investors, analysts, and society) to

understand their main issues of interest and request feedback and insights.

• Annually review this policy and any associated sustainability guidelines within OPAP Group to

accordingly address any relevant changes in legal obligations and/or industry trends (with

respective approval from the Board). In response to any government or regulatory developments,

the policy may be altered by the Board of Directors, at any time.

This policy is addressed and applicable to all directors, executive officers and employees acting for or on

behalf of OPAP SA and/or its subsidiaries.

The Chairman and CEO holds ultimate accountability for the implementation of both the Environmental &

Energy Policy and drives the sustainability strategy. [ESRS E1 E1-2 par. 22, 24 / ESRS 2 MDR-P par. 65a-d]

OPAP’s Environmental and Energy Policy and Corporate Sustainable Development Policy were developed

with input from internal stakeholders, including the Legal, Operations, Finance and Internal Audit teams, to

ensure alignment with organizational priorities and compliance requirements. Additionally, when setting

the Corporate Sustainable Development Policy, the results of the Double Materiality Assessment (DMA)

were taken into account, reflecting broader environmental and societal considerations. [ESRS 2 MDR-P par.

65e]

OPAP’s Environmental and Energy Policy as well as OPAP Group’s Sustainable Development Policy, which is

part of the Internal Rules and Regulations, are available to all employees, including Senior Management,

and interested parties (e.g. suppliers, partners, retail network) through the corporate intranet portal

(Opapopen) and to all other stakeholders via OPAP’s corporate website. Additionally, environmental

requirements are made known to all suppliers as part of the Request For Proposal (RFP) process by the

Procurement team. [ESRS 2 MDR-P par. 65f]

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E1-3 – Actions and resources in relation to climate change policies

In 2024, OPAP initiated significant steps to align its operations with its climate objectives. These include the

completion of Scope 3 emissions estimation, the initiation of virtual Power Purchase Agreements (vPPAs)

to support the procurement of renewable energy, and the planning phase for a comprehensive

environmental strategy. Although the design of the environmental strategy plan is expected to be

concluded within 2026, the actions taken in 2024 are foundational for advancing the Group’s environmental

performance.

The estimation of Scope 3 emissions has enabled OPAP Group to better understand its indirect GHG

emissions throughout its value chain, which will guide future reduction strategies. Similarly, the

procurement of virtual PPAs (applicable for operations in Greece, excluding NEUROSOFT S.A. and

STOIXIMAN LTD) will support, moving forward, the Group’s effort to transition to renewable energy, reduce

reliance on non-renewable energy sources, and address Scope 2 emissions. The mitigation action plan will

include detailed measures aimed at minimizing Scope 1, 2 and Scope 3 emissions, supporting the company's

long-term climate and sustainability future targets.

These actions are integral to achieving the objectives of OPAP’s Environmental and Energy Policy and are

expected to result in a measurable reduction of its carbon footprint and enhanced energy efficiency,

contributing to the broader goal of climate change mitigation. [ESRS E1 E1-3 par. 26, 28/ ESRS 2 MDR-A par.

68a-c]

Considering OPAP Group’s limited environmental impact and that the actual material impact is rather

generic (CO2 contribution), there are no specific groups of people that have been harmed and in need of

remedy. [ESRS 2 MDR-A par. 68b, 68d]

During the reporting year, OPAP has taken key actions towards reducing its environmental footprint by

focusing on various decarbonization levers, including:

• Energy Efficiency: Optimizing energy consumption to address Scope 2 emissions.

• Renewable Energy: Through the establishment of OPAP ECO SINGLE MEMBER S.A., the Group

started its transition to sourcing green electricity through virtual Power Purchase Agreements

(vPPAs), aiming to reduce reliance on non-renewable energy sources.

• Electrification: This lever applies as the company has been transitioning vehicles (e.g., company

cars), reducing Scope 1 emissions.

Currently, no nature-based solutions or other carbon storage measures are being employed by OPAP.

However, the company will explore the possibility of integrating such solutions in the future as part of its

longer-term environmental strategy. Also, in the context of preparing its environmental strategy, OPAP

Group will also assess its dependency on the availability of resources. [ESRS E1 E1-3 par. 29a]

With regards to emissions reduction from mitigation efforts, OPAP Group will be addressing those through

its environmental strategy. Although the development of the respective actions is still in the early stages,

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the company will monitor their outcomes and report the reductions achieved once the data becomes

available. ESRS E1 E1-3 par. 29b]

The Group's core economic activities, which are primarily focused on providing gaming entertainment

services, are not covered by the Taxonomy Regulation and the respective Delegative Acts. However, the

Group broadened its assessment to encompass additional auxiliary activities and as a result identified 2

Taxonomy-eligible activities (6.5 and 8.1). The proportion of Taxonomy-eligible economic activities within

the Group's total turnover is 0.0%, within the Group's Capital Expenditure (CapEx) is 4.1%, and within the

Group's Operational Expenditure (OpEx) is 1.0%. No assessment of Taxonomy alignment was conducted for

the year 2024 due to challenges in data collection. [E1 E1-3 par. 29c(iii)]

Metrics and targets

To evaluate the performance and effectiveness of its mitigation measures, the company utilizes a set of key

metrics aligned with its climate related ambitions. The metrics presented in the following parts of the

chapter, in accordance with the ESRS E1 disclosure requirements, reflect critical aspects of the material sub-

topics of Climate Change mitigation and Energy. By tracking these metrics, OPAP is able to monitor progress,

assess operational efficiency, and support its broader climate-related commitments.

The ISO 50001 (Energy) metrics encompassing electricity consumption and fuel consumption from the

vehicle fleet and stationary sources (covering OPAP S.A., HELLENIC LOTTERIES S.A., TORA DIRECT SINGLE

MEMBER S.A. and TORA WALLET SINGLE MEMBER S.A.) are audited and validated annually by the

Certification Body, Bureau Veritas Certification. Since 2023, the emissions that are in the scope of the

broader energy footprint have also been validated by Bureau Veritas Certification reported to the Ministry

of Environment & Energy (OFYPEKA), as required by Climate Law L.4936/22., ensuring accuracy and

reliability in OPAP Group’s energy and emissions reporting. Methodologies and assumptions behind the

GHG emission metrics are discussed in E1-5 and E1-6 sections respectively. [ESRS 2 MDR-M par. 75, 77a-b]

E1-4 – Targets related to climate change mitigation and adaptation

OPAP Group has not set specific environmental targets to reduce GHG emissions or decrease dependency

on non-renewable resources. The process of designing its environmental strategy and the respective action

plan and targets is set to be concluded within 2026.

However, it should be noted that OPAP Group monitors the performance of climate related key metrics on

an annual basis, through the preparation of annual reports (e.g. Annual Integrated Report, ESG reports,

OFYPEKA GHG Report required by L. 4936/22) to ensure the effectiveness of its actions. [ESRS E1-4 par. 81

/ ESRS 2 MDR-T par. 72, 81b]

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E1-5 – Energy consumption and energy mix

Recognizing the risks and opportunities associated with climate change, OPAP seeks to reduce its energy

consumption and improve overall energy efficiency. To achieve this objective, the energy footprint is

regularly assessed and targeted initiatives are applied to reduce it. OPAP Group’s total energy consumption

primarily stems from electricity usage, alongside diesel and gasoline for its vehicle fleet, and diesel for

heating purposes. This comprehensive energy footprint presented below reflects the key sources powering

the Group’s operations and transportation activities.

Energy Consumption (MWh)

2024

Diesel for vehicle fleet

1,844.81

Gasoline for vehicle fleet

2,881.57

Diesel for heating

334.43

Diesel for generating sets

6.70

Electricity

4,525.30

Total Energy Consumption

9,592.79

Total energy consumption includes fuel and electricity used in own operations, as well as fuel consumed by

owned and leased vehicles. Energy consumption data is reported by the relevant teams of each entity in its

primary form (i.e. liters of fuel and kWh of electricity) and converted into megawatt-hours (MWh), based

on electricity bills and invoices, using the appropriate conversion factors.

The Group’s total energy consumption is further categorized by source, as presented in the table below:

Source (MWh)

2024

Total energy consumption from fossil sources

9,592.79

Total energy consumption from nuclear sources

Total energy consumption from renewable sources

Total energy consumption from fossil sources includes the fuel (i.e. diesel and gasoline) consumed by the

Group’s owned and leased vehicle fleet, diesel for heating purposes and generating sets, as well as the

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purchased electricity consumption. OPAP is in the process of engaging in virtual Power Purchase

Agreements (vPPAs), which are expected to cover the electricity consumption of Group entities OPAP S.A.,

HELLENIC LOTTERIES S.A., TORA DIRECT SINGLE MEMBER S.A. and TORA WALLET SINGLE MEMBER S.A., with

renewable energy sources. Once the respective Guarantees of Origin (GOs) are redeemed, the Group will

reflect the corresponding adjustments in its sustainability reports to accurately account for its renewable

energy consumption. [ESRS E1 E1-5 par. 35, 37a-c]

E1-6 – Gross Scopes 1, 2, 3 and Total GHG emissions

At OPAP Group, direct and indirect GHG emissions from its operations and across its value chain are

systematically quantified. The Group’s impact primarily results from its retail network and purchased goods

and services (Scope 3 GHG emissions), and secondarily from the electricity consumption of its premises

(Scope 2 GHG emissions) and fuel consumption for its vehicle fleet (Scope 1 GHG emissions).

OPAP Group calculates its GHG emissions using the Global Warming Potential over a 100-year period

(GWP100), as defined by the Intergovernmental Panel on Climate Change (IPCC) 6th Assessment Report.

Emissions are quantified by applying the following emission factors to data reported by the Group entities:

• Scope 1 (Direct emissions from fuels and fugitive emissions) – Emission factors for gasoline

(vehicles) and diesel (vehicles, heating and generating sets) were sourced from the GHG Protocol.

Emission factors for refrigerants were retrieved from DEFRA’s public database (Conversion Factors

2024: Full Set, for Advanced Users).

• Scope 2 (Indirect emissions from generation of purchased electricity consumed) – Location-based

emission factors were sourced from the National Inventory Report (NIR) submitted to the UNFCCC

Secretariat. For market-based emissions and as electricity consumption is not covered by

contractual instruments (i.e. Guarantees of Origin), the residual mix is used.

• Scope 3 (Indirect emissions in the value chain) – Most emission factors were retrieved from the

DEFRA public database (Conversion Factors 2024: Full Set, for Advanced Users). Data gaps were

addressed by consulting other international databases such as EPA and EXIOBASE, and in a few

cases, Ecoinvent v3.10.

Scope 3 GHG emissions are primarily calculated using the average-data method. When operational data

(e.g. material volumes or weights) is unavailable or not applicable, particularly for purchased services under

Category 1 (Purchased Goods and Services) and Category 2 (Capital Goods)—the spend-based method is

applied. Regarding Scope 3 system boundaries, OPAP follows the financial control approach, including

emissions from all assets it wholly or partially owns.

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Gross GHG emissions per Scope (tCO

e) and GHG intensity

2024

Scope 1 emissions

1,442.63

Scope 2 emissions (location-based)

1,651.26

Scope 2 emissions (market-based)

2,225.45

Scope 3 emissions

87,082.64

Total GHG emissions (location-based)

90,176.53

Total GHG emissions intensity (location-based) per net revenue

(tCO

e/ m EUR)

39.3

Total GHG emissions (market-based)

90,750.72

Total GHG emissions intensity (market-based) per net revenue

(tCO

e/ m EUR)

39.5

1. GHG intensity calculated based on Gross Gaming Revenue (GGR), as presented in the “Financial progress and performance for the year 2024”. The revenue

breakdown is presented in the “Operating Segments” section of the financial statement.

[ESRS E1 E1-6 par. 44a-d, 48a, 49a-b, 52a-b, 53, 55, AR 39b, AR 43a, AR 45b]

The tables below present the disaggregation of Scope 1, 2 and Scope 3 emissions for 2024 at the subsidiary

and country level respectively. Emissions from the parent company OPAP S.A. include those from

subsidiaries HELLENIC LOTTERIES S.A. and TORA DIRECT SINGLE MEMBER S.A. and TORA WALLET SINGLE

MEMBER S.A., as these entities are located and operate from the parent company’s headquarters. These

breakdowns provide a clearer view of emissions across the consolidated accounting Group, as well as their

geographical distribution.

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2024 Gross GHG

emissions per

Scope (tCO

OPAP

Group

OPAP Parent

(incl. OPAP S.A.,

Hellenic

Lotteries, TORA

Direct & TORA

Wallet)

OPAP

Cyprus

OPAP

Sports

Neurosoft

STOIXIMA

Scope 1 emissions

1,442.63

1,092.97

20.83

8.47

311.71

8.64

Scope 2 emissions

(location-based)

1,651.26

1,467.37

13.39

17.04

88.56

64.91

Scope 2 emissions

(market-based)

2,225.45

1,977.61

18.05

22.96

119.35

87.48

Scope 3 emissions

87,082.64

64,671.05

2,930.09

170.77

1,529.81

17,780.92

2024 Gross GHG emissions per country (tCO

Greece

Cyprus

Scope 1 emissions

1,413.33

29.31

Scope 2 emissions (location-based)

1,620.84

30.43

Scope 2 emissions (market-based)

2,184.44

41.01

Scope 3 emissions

83,981.78

3,100.85

[ESRS E1 E1-6 par. 50a, AR 41]

The following table provides a breakdown of OPAP Group’s Scope 3 GHG emissions across all material

categories. These categories have been identified based on their significance in terms of relevance, GHG

emissions magnitude, financial spend, and the company’s ability to gather data. The data presented reflect

the estimated emissions for each category, contributing to the group’s overall Scope 3 emissions footprint.

Significant Scope 3 GHG emissions (tCO

2024

Category 1- Purchased goods and services

33,331.03

Category 2- Capital goods

2.40

Category 3- Fuel- and energy-related activities (not included in

scope 1 or scope 2)

1,078.46

Category 7- Employee commuting

1,616.51

Category 11- Use of sold products

4,923.58

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Significant Scope 3 GHG emissions (tCO

2024

Category 14- Franchises

46,130.66

Among all material Scope 3 categories for OPAP Group, Category 1 (Purchased Goods and Services) and

Category 14 (Franchises) have been identified as the most significant, together accounting for over 90% of

total Scope 3 emissions. [ESRS E1 E1-6 par. 51, AR 46d]

OPAP Group can disclose that approximately 13% of its total Scope 3 GHG emissions were calculated using

primary data obtained from an energy provider. The remaining 87% were estimated using operational data

sourced internally and secondary data, such as spend-based data, emission factors and other proxies. [ESRS

E1 E1-6 par. AR 46g]

OPAP Group’s Scope 3 GHG emissions reporting adheres to the GHG Protocol Corporate Value Chain (Scope

3) Standard, ensuring a comprehensive approach in assessing and accounting for emissions throughout the

value chain. The Group's inventory includes all Scope 3 categories identified as material, with relevant

emissions data covering both the parent company and its subsidiaries, as presented in the table under E1-

6 par. 51 above. OPAP Group’s most significant GHG emissions in terms of Scope 3 categories, were

estimated as following:

• Category 1 - Purchased goods and services: Emissions are calculated based on direct operational

data for quantities of purchased goods (e.g. paper, thermal paper rolls, packaging, electronic

devices etc.) expressed in weight (i.e. tonnes) and purchased services (e.g. professional fees,

marketing services, IT related costs) expressed in monetary value (i.e. Euros). For purchased goods,

DEFRA was used to retrieve emission factors, whereas for purchased services EXIOBASE and EPA

emission factors retrieved from Climatiq. Ecoinvent v3.10 was utilized for both purchased goods

and services.

• Category 14 - Franchises: Emissions are calculated based on an assessment run internally by the

Finance Team, on a sample of approximately one-fourth of the total number of OPAP Stores and

OPAP PLAY (i.e. Gaming Halls) located in Greece. Electricity consumption was estimated using a

hybrid model, combining data from electricity bills (January-November) and meters installed in a

smaller sample of stores. Franchises were then grouped based on their size (m

) and emissions

were estimated considering their average consumption. The total GHG emissions for the entire

retail network resulted from extrapolating the sample covered by the assessment, to 100% of the

network (including OPAP Stores located in Cyprus, where the same consumption pattern was

assumed). Relevant emission factors were retrieved from the Ecoinvent v3.10 database.

Further, the following Scope 3 categories were excluded from both the initial assessment conducted in 2023

and the 2024’s assessment:

• Category 8 - Upstream leased assets: This category was excluded from the assessment boundaries,

as energy consumptions are already accounted for in other categories. For instance, electricity

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consumption of in-store VLTs incorporated into Category 14 (Franchises), while fuel consumption

of leased vehicles has been accounted for in Scope 1 emissions.

• Category 10 - Processing of sold products: This category was excluded from the assessment

boundaries, as the type of products delivered to the customers are various types of ticket (paper)

and receipts (thermal paper), which do not undergo any further processing and are directly

disposed of once used or expired.

• Category 13 - Downstream leased assets: This category was excluded from the assessment

boundaries, as the impact associated with the Gaming Halls (i.e. OPAP PLAY) sub-leased by OPAP

to agents, is accounted for in Category 14 (Franchises).

• Category 15 - Investments: This category was excluded from the assessment boundaries, as

investments are expected to be insignificant in size, therefore irrelevant in terms of GHG emissions

contribution.

Moreover, the Scope 3 categories of Upstream and Downstream transportation and distribution (Category

4 and 9), Waste generated in operations (Category 5), Business travelling (Category 6), and End-of-life

treatment of sold products (Category 12), although estimated and included in 2023’s inventory, were

excluded from 2024’s assessment as they collectively accounted for less than 3% of 2023’s total Scope 3

emissions. [ESRS E1 E1-6 par. AR 46h (i)]

Social Information

ESRS S1 – Own workforce

Background

OPAP Group has identified the following material impacts related to its Own workforce, as an outcome of

its Double Materiality Assessment (DMA):

Sub-topic

Sub-sub-topic

IRO

IRO description

Working conditions

Adequate wages

Positive

Impact

Offering "Adequate wages" that are able

to cover the basic needs of employees

and their families, while also potentially

allowing for some savings, is a practice

which supports society as a whole.

Equal treatment and

opportunities for all

Gender equality and

equal pay for work

of equal value

Positive

Impact

Reduced inequalities, increased diversity

and gender equality in own workforce

contributes to the prosperity of our

employees and the society at large.

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Sub-topic

Sub-sub-topic

IRO

IRO description

Equal treatment and

opportunities for all

Training and skills

development

Positive

Impact

Effective training and upskilling or

reskilling programs enhance soft &

technical skills of employees, thus

fostering a dynamic, engaged and

empowered workforce.

Equal treatment and

opportunities for all

Diversity

Negative

Impact

Obstructing representation of ethnic

groups or minorities in own workforce via

relevant practices (official or non-official),

thus widening the inequality and

inclusivity gaps.

Equal treatment and

opportunities for all

Employment and

inclusion of persons

with disabilities

Negative

Impact

Failing to provide accessibility features

(e.g. ramps, elevators) covering the needs

of differently abled employees, restricts

the participation and opportunities

available to those individuals.

Other work-related

rights

Privacy

Negative

Impact

Employees need to feel that their

personal data (such as Resumes,

Assessment Results, etc and life specifics)

are protected within the corporate

environment and treated with respect.

Lack of such environment/ culture on

behalf of the employer can lead to

employee dissatisfaction, insecurity (and

potentially, to social damage and unrest in

case of such violations throughout the

Group).

Strategy

SBM-2 – Interests and views of stakeholders

Information about how the interests, views and rights of people in its own workforce, including respect for

human rights, inform OPAP’s strategy and business model has been provided under the respective ESRS 2

SBM-2 section. [ESRS S1 SBM-2 par. 12]

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SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

OPAP acknowledges that its business model and strategy have a direct influence on the working conditions

and overall well-being of its workforce. The material impacts identified, including working conditions, equal

treatment and opportunities, and other work-related rights matters, are associated with the company’s

operations and its strategy to foster a productive, inclusive, and safe work environment. While the strategy

aims to achieve positive outcomes, it also involves addressing potential challenges and risks related to these

impacts.

The company continuously adapts its strategy in response to the impacts on its workforce. The insights

gained from employee feedback, engagement surveys, and ongoing workforce assessments are leveraged

for the development of targeted training programs for skills enhancement, and initiatives to support

diversity and inclusion.

For its own employees, the general risk of contributing to adverse impacts on human and labor rights is

considered low. This is due to the nature of the work, primarily office-related, high-skilled work in the

regions of Greece and Cyprus. Findings from the impact risk assessment correspond to potential negative

impacts mostly related to equal treatment and opportunities for all as well as to data privacy.

[ESRS S1 SBM-3 par. 13a]

All people across OPAP’s own workforce, who can be materially impacted by its operations, are included in

the scope of its disclosures under ESRS 2. This includes a diverse range of individuals who are directly or

indirectly engaged in company activities. Specifically, the scope of the disclosure includes salaried

employees, registered on the ERGANI platform, along with salaried lawyers. Subcontractors, internships or

employees salaried from third parties who offer their services to OPAP group are excluded. [ESRS S1 SBM-3

par. 14a]

Potential negative impacts recognized by OPAP Group

OPAP has identified potential material negative impacts related to diversity, accessibility, and data privacy.

• Obstructing representation of ethnic groups or minorities in the workforce: There have been no reported

incidents within the Group. However, systemic underrepresentation of certain groups is a recognized

issue in many industries and regions, making it a critical area that requires ongoing attention.

• Lack of accessibility features for differently abled employees: No specific incidents have occurred, but

accessibility challenges remain a widespread concern across many sectors, including the Group’s

operating contexts. The Group acknowledges the need for proactive measures and provides the

necessary features to ensure accessibility and inclusivity.

• Data privacy risks for employees: While no breaches of employees’ personal data have been recorded,

data privacy concerns are widespread across industries, and ensuring robust safeguards remain a key

focus.

[ESRS SMB-3 par. 14b]

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Positive impacts originating from OPAP Group’s employer culture

OPAP aims to promote positive impacts across its workforce through a variety of initiatives and activities

designed to improve overall working conditions. All employees, permanent or temporary, either in Greece

or Cyprus, are directly impacted by the established company culture, benefits, policies and practices.

Specifically, the initiatives taken by the Group include competitive wages, additional benefits like a pension

plan, equipment (e.g. mobile phones, laptops) and corporate cars according to business needs, and

vouchers to help address the increasing living costs, as outlined in the respective policies below. To further

support its employees and their families’ well-being, OPAP, in collaboration with a specialized partner,

provided the opportunity for them to seek assistance regarding personal matters via a dedicated support

line. In its commitment to reducing inequalities and fostering diversity, the company has adopted relevant

diversity and inclusion policies. Moreover, through comprehensive and tailored training programs, the

company supports continuous up-skilling and re-skilling of their employees, thus enhancing their

development and career growth opportunities. [ESRS S1 SBM-3 par. 14c]

OPAP fully and strictly follows the internationally recognized human rights principles, as described within

the UN Universal Declaration of Human Rights. Through its policies, which have been internally

communicated and implemented, everyone at OPAP Group commits to not encourage or tolerate any

coercive or abusive labor practices in any of its premises. Additionally, the Group is committed to employ

individuals, who are above the legal work age limit (as defined by the Greek legislation). As a result of its

commitments, in 2024:

• 100% of Group operations were assessed for risks related to human and / or labor rights (the scope

of this metric does not include STOIXIMAN LTD, where such assessment has not taken place).

• No operations were identified as having significant risk for incidents of child labor or forced/ abusive

labor. [ESRS S1 SBM-3 par. 14f, 14g]

As a gaming company, OPAP Group’s material IROs are mainly located in its own operations and relate to its

own workforce. The engagement, commitment and skills of the Groups’ employees deliver value to its

customers and enable the sustainability of its operation. Therefore, to achieve long-term growth, OPAP

Group depends on satisfied, skilled employees who feel that they work in a safe, inclusive, and fair

environment. [ESRS S1 SBM-3 par. 14d]

The whole process of hazard identification and risk assessment is repeated at least every 3 years or more

often, if there are significant changes in the method, the equipment or in the personnel carrying out the

tasks, or if significant incidents or labor accidents take place, from which it derives that the measures already

taken are not adequate. [ESRS S1 SBM-3 par. 15]

Positive and negative impacts, assessed through the materiality exercise, are not linked to specific groups

of employees in the OPAP Group workforce, but rather to all employees of its own workforce. [ESRS S1 SBM-

3 par. 16]

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Impacts, risks and opportunities management

S1-1 – Policies related to own workforce

Code of Conduct

OPAP’s Code of Conduct outlines the main principles and behavioral rules and provides guidance to all of its

people (i.e. Board of Directors, Chief Officers, managers and employees) on issues that may arise within the

company. The code covers thematic areas such as Governing principles and company values, Business ethics

(anti-corruption, anti-bribery, anti-competition, etc.), Operational framework, Personal and business

integrity, Protection of OPAP Group assets and customers, Respect for people, equal opportunities and

diversity, Whistleblowing policy, and Ensuring stakeholders’ awareness.

It is important that Stakeholders understand what OPAP Group expects of their behavior and the way they

conduct business. To ensure this, OPAP Group will:

• Ensure a copy of the Code, as applicable at any given time, is available to all Stakeholders through

the corporate intranet (Opapopen);

• Ensure that all OPAP Group Stakeholders have formally acknowledged this Code;

• Promote the Code to all Stakeholders;

• Conduct educational training with Stakeholders to increase awareness of the Code.

Compensation and Benefits Policy

The company follows a Compensation and Benefits Policy applicable to all employees of OPAP S.A.,

HELLENIC LOTTERIES S.A., TORA DIRECT SINGLE MEMBER S.A., TORA WALLET SINGLE MEMBER S.A. and

NEUROSOFT S.A. that are communicated internally and accessible via the corporate intranet, to ensure

fairness and transparency, market competitiveness and performance-based remuneration. Employees are

rewarded for their contribution to the business results and the desired Company culture, while enhancing

OPAP’s long-term success. All employees, across job bands, participate in the bonus scheme. Specifically

for the non-monetary benefits that can help employees address the increasing living costs and improve

their quality of lives, the company offers:

• Benefits relevant to business needs (i.e. mobile phones, laptops, corporate cars).

• Monthly ticket restaurant cards and a one-time gas card aid, for most employees based on their

gross monthly salary, to help with rising life and energy costs.

• Pension plan

• Medical Insurance

• Gym facilities in OPAP HQ premises, as well as café and restaurant.

• Parking spots for employees.

The Compensation and Benefits Policy has been reviewed and approved by OPAP’s CEO, who holds the

highest level of accountability for its implementation.

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Workplace Anti-violence and Anti-harassment Policy

OPAP does not tolerate discrimination and treat all employees equally. Integrating the concepts of

diversity, inclusivity and fairness within its core values, the company establishes a positive work

environment, which facilitates a performance-driven culture. Hence, it has developed a policy, applicable

to all employees of OPAP S.A., HELLENIC LOTTERIES S.A., TORA DIRECT SINGLE MEMBER S.A. and TORA

WALLET SINGLE MEMBER S.A., that condemns all forms of discrimination, such as discrimination against

race, gender, marital status, political beliefs, religion, origin, sexual orientation, age and disability,

regarding work issues, such as recruitment and selection, salaries, promotions and career development.

This policy which promotes Human Rights, Diversity, Equality and Inclusion, operates within the provisions

of the OPAP Code of Conduct which is expected to be upheld by all employees, suppliers, partners and

stakeholders of OPAP.

Similarly, to ensure a respectful and safe working environment, OPAP has established a policy to combat

violence and harassment in the workplace, for all employees, interns and contractors. This policy states that

the company does not tolerate any form of violence, including gender or sexual harassment and is

committed to investigating and managing appropriately such events, with confidentiality and respect,

through a specific internal management process. In this context, the company also conducts anonymous

employee surveys, to timely detect and resolve problematic behaviors or incidents. Both policies are

available on the company’s intranet and all employees have access to them.

The Workplace Anti-violence and Anti-harassment Policy has been reviewed and approved by OPAP’s Chief

People Officer, who holds the highest level of accountability for its implementation.

Training Policy

The purpose of the Training Policy, applicable to all OPAP Group companies, and led by OPAP Chief People

Officer, is to describe the framework within which training is implemented, in accordance with the needs

that derive from the strategic priorities of the Management Team and the Development Plan that is part of

the employees’ annual Performance Management and Development Process (PMDP). Additionally, it

describes the necessary conditions and clarifies the processes through which Group employees will be able

to be included in the annual Training Plan to improve their knowledge and skills, always pursuant to the

Group’s needs.

To meet certain training needs, Learning and Development (L&D) Team cooperates with each Team,

including the Group's subsidiary companies, so that the respective In-house Training Programs are designed

and delivered. During their design, the Learning and Development Team communicates with the respective

teams that are called to convey their know-how, and they jointly prepare the training material and the

training, either as classroom training or as an eLearning one. Such programs include IT Security Awareness

Program, ISO Awareness Program, Responsible Gaming, GDRP, AML, etc. Additionally, the L&D Team

develops and delivers in-house training programs that refer to soft skills and meet needs, which are recorded

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in the Individual Development Plans, such as Presenting with Impact, Time Management, Working in Teams,

Working in Virtual Teams, and How to Run Effective Meetings from Home.

OPAP Group offers the opportunity to its employees to participate in individual and cross-functional

programs, and programs held abroad. However, these programs must treat highly specialized topics, which

cannot be sufficiently covered by domestic training providers, they must provide specialized knowledge,

skills, and competences deemed necessary for the effective fulfillment of a participant's work duties and

they must be held by organizations boasting experience, specialization, and goodwill.

When a training program is subsidized by a national or European body (e.g. the Manpower Employment

Organization – OAED), the participants strictly follow the relevant instructions and guidance provided by the

Learning and Development Team, throughout the preparation, implementation and completion of the

program.

The L&D Team keeps a database of the main providers, which are active in the market and offer programs

of interest to the Company. Following the completion of the annual Training Plan, market research is carried

out using the aforementioned database to identify the most appropriate providers with which OPAP Group

will cooperate to conduct the scheduled and ad hoc training required.

OPAP considers the opinions of internal stakeholders, when the Training Policy is reviewed and revised,

which is accumulated through the Employee Engagement Survey, that reflects the views and insights of

employees in OPAP S.A., HELLENIC LOTTERIES S.A., TORA DIRECT SINGLE MEMBER S.A. and TORA WALLET

SINGLE MEMBER S.A.. The policy is available to all employees through the corporate intranet.

Group Data Protection Policy

OPAP is committed to protecting personal data and to avoiding improper use of personal data. Toward that

end, it has established its Group Data Protection Policy which describes the general principles that OPAP

Group is implementing in order to ensure compliance with current Legislation and Regulation regarding

personal data protection. In addition, it informs the data owners how their personal information is collected,

handled and protected, as well as their rights The policy is in accordance with the EU General Data

Protection Regulation 2016/679 (GDPR) and the relevant Greek law on protection of individual from

processing of personal data (L. 4624/2019), as applicable, including any secondary

legislation/Opinions/Decisions issued by the Greek Data Protection Authority, any guidelines,

recommendations and best practices issued by the European Data Protection Board and any sectoral related

legislation.

This policy applies to all OPAP Group companies, employees, agents and contractors, including external

parties, and creates a minimum standard for processing personal data within the Group and defines all

relevant responsibilities and accountabilities. The executive management of OPAP Group entities is

responsible for implementing this policy and shall provide the necessary personnel and financial resources,

while managers are required to enforce the policy in their area of responsibility and ensure that employees,

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individuals, and entities for which they are responsible, are aware of, understand, and adhere to the

requirements of this policy, and are sufficiently and adequately trained to fully undertake this responsibility.

The Data Protection Officer (DPO), who regularly reports to the executive management about her/his work

and the status of data protection, is responsible for coordinating data protection activities across the

organization. In particular, she/he shall:

• independently monitor the company’s accordance with applicable data protection legislation and

regulations and the opinions/decisions of the Data Protection Authority (DPA),

• independently monitor and implement the guidelines issued by the European Data Protection

Board regarding the application of the provisions of the GDPR,

• support executive management in ensuring legal and regulatory compliance within the data

protection framework,

• independently monitor compliance with this policy on a regular basis,

• maintain the list of databases and the list of breaches of the protection of personal data,

• monitor and assist in Data Protection Impact Assessments (DPIA),

• be responsible for replying to data subject’s requests,

• be responsible for creating a training concept to raise data protection awareness and advise

personnel processing data, particularly OPAP Group employees, of their data processing

obligations,

• act as contact point for supervisory authorities on issues related to the processing of personal data,

as well as cooperate with authorities regarding any other matter.

Besides the abovementioned policies, OPAP has established the following procedures which relate to the

material impacts of equal treatment in hiring and promotion, and training skills and development of own

workforce.

[ESRS S1 S1-1 par. 17, 19 / ESRS 2 MDR-P par. 65a, 65b, 65c, 65d, 65f]

OPAP considers the opinions of internal stakeholders e.g. legal department, finance, DPO, employees, union

representatives and in specific cases external specialized consultants on labor related policies. [ESRS 2 MDR-

P par. 65e]

With its Discrimination Policy, OPAP condemns all forms of discrimination and promotes the principles of

Human Rights, Diversity, Equality and Inclusion. As described under SBM-3 par. 14f and 14g data points,

OPAP strictly follows the UN Universal Declaration of Human Rights principles and through a set of policies,

commits not to tolerate any coercive or abusive labor practices nor to employ individuals, who are above

the legal work age limit.

In accordance with internationally recognized human rights standards, as described within the UN Universal

Declaration of Human Rights and the ten Principles of the UN Global Compact, our employees in Greece

are covered by the Greek National Collective Bargaining Agreement and in Cyprus by the Republic of Cyprus

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Ministry of Labour and Social Insurance legal framework. At the beginning of 2024, a new collective labor

agreement (CLA) was signed for two years, for the period from 01.01.2024 to 31.12.2025. 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.

Further, OPAP respects the right of employees to participate in employee unions and discuss topics of

reciprocal interest through representatives, as well as to openly and freely express their opinion, either

individually or in groups. [ESRS S1 S1-1 par. 20a, 21]

OPAP recognizes that employee engagement and development can lead to actual or potential impacts such

as the violation of individual rights, the discrimination and/or harassment of employees as well as potential

employee dissatisfaction, lack of engagement and motivation, perpetuating lower quality of life for its

employees. Therefore, OPAP continuously monitors and enhances the workplace, providing a positive

workplace culture, training and upskilling of employees, amongst others, aiming to mitigate the negative

and build on the positive impact it has such as keeping employees fulfilled and contributing to the

improvement of the society’s labor force. To ensure employee engagement and employee satisfaction, and

to promote effective communication and receiving feedback, OPAP regularly conducts employee surveys,

internal communications, awareness campaigns, and training. [ESRS S1 S1-1 par. 20b]

The company has embedded the protection of diversity and human rights within its core policies, including

the Code of Conduct, Internal Regulation, and the Anti-Harassment and Anti-Violence Policy. These policies

outline clear procedures for addressing any allegations or complaints, including those made anonymously,

regarding violations of human rights or acts of discrimination. Upon receiving a complaint, the company

promptly activates a designated committee to thoroughly investigate the issue. If the investigation confirms

any violations, appropriate corrective actions, including disciplinary measures, are taken against the

individuals involved. This approach ensures that there are clear mechanisms in place to provide remedy for

any human rights impacts, with a strong commitment to addressing and rectifying such incidents in a timely

and effective manner. [ESRS S1 S1-1 par. 20c]

As per its new Code of Conduct, that will be published in 2025, OPAP Group has a moral and legal

responsibility to protect the fundamental human rights of every person associated with our operations. As

part of the company’s commitment to this mission, OPAP adopts a zero-tolerance approach towards all

forms of forced and child labor and is firmly opposed to the imposition of exploitative working conditions

(e.g., coercion, deception, threat etc.). Further, OPAP fully and strictly follows the internationally recognized

human rights principles, as described within the UN Universal Declaration of Human Rights. Through its

policies, which have been internally communicated and implemented, OPAP commits to not encourage or

tolerate any coercive or abusive labor practices on any of its premises. Also, it is committed to employ

individuals, who are above the legal work age limit (as defined by the Greek legislation). [ESRS S1 S1-1 par.

22]

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To ensure the elimination of discrimination, including harassment, and to promote equal opportunities and

ways to advance diversity and inclusion, OPAP has established its Discrimination Policy and the Policy to

combat violence and harassment in the workplace, as described in detail above. OPAP’s Code of Conduct

also covers areas such as respect for people, equal opportunities and diversity. [ESRS S1 S1-1 par. 24a, 24b]

OPAP demonstrates a strong commitment to Diversity, Equity, and Inclusion (DEI) through its Recruitment

Procedure and Internal Career Development Opportunities Process, which ensures fair opportunities for all

candidates, with particular emphasis on individuals from vulnerable or underrepresented groups. Inclusivity

is further embedded within the Discrimination Policy, ensuring a workplace free from bias and promoting

equal treatment. In addition to policy-driven initiatives, the company proactively supports its workforce by

offering benefits such as vouchers to help address the rising cost of living and providing a dedicated support

line to its employees and their family members for personal matters. These actions reflect the company's

ongoing dedication to fostering an inclusive and supportive work environment, where all employees are

valued and empowered. [ESRS S1 S1-1 par 24c]

As part of its strong commitment to diversity and inclusion, the company implements specific procedures

to prevent, mitigate, and address discrimination. In line with the Anti-harassment and Anti-violence Policy,

a dedicated committee consisting of the HR Director and the Legal Director has been established. This

committee is responsible for investigating all reported incidents of discrimination, including those made

anonymously. When incidents are detected, the committee is empowered to assess and determine the

appropriate level of response. [ESRS S1 S1-1 par. 24d]

S1-2 – Processes for engaging with own workers and workers’ representatives about impacts

The company engages with its workforce through regular employee feedback mechanisms, engagement

surveys, and Annual Performance Management Process. These processes allow the company to identify and

address both actual and potential impacts on employees, ensuring open communication and proactive

responses to workforce concerns. [ESRS S1 S1-2 par. 25]

Employee Engagement Survey

As previously outlined in the section covering SBM-3 par. 13a, OPAP’s engagement processes play a vital

role in shaping its strategy and business model. These insights inform decisions aimed at managing both

actual and potential impacts on the workforce, ensuring that employee perspectives are integral to policy

development and implementation.

To align practices with workforce needs, OPAP conducts its Employee Engagement Survey (EES) every one

and a half years. Employees are asked to fill in confidentially a questionnaire, where various aspects of OPAP

working environment are assessed. Besides the questionnaire specific employee focus groups take place

both on a company level, as well as on team level. [ESRS S1 S1-2 par. 27a, 27b]

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The most recent Employee Engagement Survey (EES) that took place in 2023 and covered OPAP S.A.,

HELLENIC LOTTERIES S.A., TORA DIRECT SINGLE MEMBER S.A. and TORA WALLET SINGLE MEMBER S.A.,

showed 91% in participation rate, reflecting strong workforce involvement, 72% in engagement rate, with

employees who are dedicated and loyal, willing to go the extra mile, and 66% in enablement rate, indicating

that employees feel supported in their roles. The survey covered areas such as respect and recognition,

development opportunities, compensation and benefits, among others.

As a next step, OPAP will develop an Employee Engagement Action Plan for the companies of the Group that

participated in the Engagement Survey, based on the survey's findings, ensuring that the feedback is

translated into concrete initiatives. Moreover, the Promotion of company culture has been set as a

company-wide KPI to reinforce alignment across all departments. This process ensures that workforce

perspectives are not only collected but actively used to shape ongoing efforts and strategic priorities. [ESRS

S1 S1-2 par. 27e]

The People Team, specifically the Learning & Development and Internal Communication teams, holds

operational responsibility for conducting the Employee Engagement Survey (EES) and related initiatives. In

addition to the People Team’s efforts, each Chief or Director is tasked with implementing specific action

plans based on the EES results within their respective teams, ensuring that engagement outcomes inform

the company’s strategic approach. [ESRS S1 S1-2 par. 27c]

In addition to the survey, each employee has performance appraisals two times a year (mid-year and full-

year review) in order to ensure continuous engagement and development.

Adhering to labor related legal frameworks

OPAP’s commitment to protecting human rights, aligned with the UN Universal Declaration of Human Rights

and the ten Principles of the UN Global Compact, other internationally recognized human rights principles

concerning the rights of employees to participate in employee unions, and how they are covered by the

Greek National Collective Bargaining Agreement and the Republic of Cyprus Ministry of Labour and Social

Insurance legal framework, is described in the section covering S1-1 par. 20a and par. 21. [ESRS S1 S1-2 par.

27d]

The perspectives and insight of people that belong to vulnerable groups are heard through the Employee

Engagement Survey, that took place for employees of OPAP S.A., HELLENIC LOTTERIES S.A., TORA DIRECT

SINGLE MEMBER S.A. and TORA WALLET SINGLE MEMBER S.A., equally with the rest of OPAP employees.

Moreover, as per OPAP’s whistleblowing policy, employees have an open channel to report on potential

violations of the Company's Code of Conduct, that also includes human rights, and internal policies and

procedures. [ESRS S1 S1-2 par. 28]

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S1-3 – Processes to remediate negative impacts and channels for own workers to raise concerns

OPAP Group has established comprehensive processes for managing and remediating any negative impacts

on its workforce. Employees can raise concerns or report any issues through a dedicated whistleblower

channel, as described in G1-Business Conduct section, ensuring anonymity if desired. These channels are

accessible to all employees.

In cases of negative impacts like workplace stress, burnout, or health risks from prolonged desk-based work,

the company initiates investigations led by the HR and Legal Departments to assess and mitigate the issue.

Remedies may include organizational changes, health and safety measures, or disciplinary actions where

necessary. The company's Whistleblowing Policy ensures protection against retaliation for any individual

who raises concerns. Regular communication is conducted to ensure that all employees are aware of these

processes and that they trust the system in place for addressing their concerns. [ESRS S1 S1-3 par. 30, 32b,

32c]

Whistleblower reporting platform

OPAP actively supports and ensures the availability of channels for employees to raise concerns. These

channels are integrated into the company's internal communication systems and are made available to all

employees via the Whistleblowing Policy and Code of Conduct which, both communicated to them, the

corporate website and publicly available reports (e.g. Integrated Report). Namely, employees can raise

concerns or report any issues through the whistleblower reporting platform, accessible via OPAP’s intranet

and website (e-platform), by email to whistleblowing@opap.gr, by post to the OPAP S.A. or the relevant

Group company’s address, or directly to the Responsible for the acceptance and monitoring of Reports

(RAMR). [ESRS S1 S1-3 par. 32d]

Complaints received under the Whistleblowing Policy are reviewed under the oversight of the Audit

Committee, by the Company's Regulatory & Compliance Officer, the Internal Audit Team, or other people

determined as appropriate by the Audit Committee or the Regulatory & Compliance Officer. All remedial

actions required are assessed in accordance with applicable legislation and Company’s policies and

procedures, such as the Code of Conduct.

Once an employee raises a concern, an initial assessment is carried out to determine the scope of any

investigation. The employee is informed of the outcome of the assessment and may be required to attend

additional meetings to provide further information. In some cases, such as cases of sexual harassment,

fraud, bullying, the Audit Committee may appoint an investigator or team of investigators, including people

with relevant experience of investigations or specialist knowledge of the subject matter. The investigator(s)

may make recommendations for change to enable the Company to minimize the risk of future Improper

Activities. The Company's aim will be to keep the employee informed of the progress of the investigation

and its likely timescale. However, sometimes the need for confidentiality may prevent the employee

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receiving specific details of the investigation or any disciplinary action taken as a result. The employee

should treat any information about the investigation as confidential.

The Audit Committee and the Regulatory & Compliance Officer individually or jointly decide if there is a

need to escalate to the Chairman, and/or CEO, and/or the Board of Directors the outcome of the

investigation procedure following the complaint so as for them to decide if further action needs to be taken.

The whole process follows the guidelines of the Whistleblowing Policy and the Code of Conduct.

Additional Channels for Reporting Grievances and Concerns

Further to the guidelines offered through the Whistleblowing Policy, employees can report their concerns

and grievances through other channels offered by the company. More specifically, every team in OPAP has

a dedicated HR business partner, who is also often the first recipient of any complaint regarding labor issues,

aggressive- unprofessional behaviors, discrimination, conflicts etc. Depending on the nature of the

complaint, the HR business partner undertakes the responsibility of bringing the issue to the attention of

the HR team responsible. For instance, conflicts or disagreements regarding performance are handled by

the Total Rewards & Employees Relations Director under certain procedure described in OPAP Group

Internal Rules and Regulation policy. For sexual harassment or violence issues, based on the Anti-

harassment and Anti-Violence Policy, Internal Complaints Management Committee (consisted of the

Company People Team Director or a People Team employee, appointed by the People Team Director, and

the Director of Legal, Regulatory and Compliance Team or a lawyer appointed by the latter) is responsible

to follow to manage and investigate internal complaints. Specifically, the Internal Complaints Management

Committee:

• considers the admissibility of the complaints it receives as these derive from all established internal

complaints submission channels of the Company,

• assesses and prioritizes complaints,

• communicates with the complainant (in the case of a signed complaint), as well as with any other

person or persons, they deem necessary (e.g. eyewitnesses),

• takes all appropriate measures to protect the personal data of the subjects involved in the

complaints,

• keeps a Central Complaints Register. At the request of the Employees' Union of the Company, ICMC

may inform the latter once a year about the number and type of complaints that have been

submitted. The information provided is general in nature and will not include any reference to

specific people (complainants or complainants) as well as to their personal data,

• depending on the results of its investigations, it proceeds with recommendations and proposals to

the Company's competent body on the taking of appropriate measure/s in order to face a violence

- harassment - retaliation incident or on the filing of the submitted internal complaint without

further action.

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The ICMC keeps a Central Complaints Register, in electronic or printed form, pursuant to the provisions of

the relevant national and European legislation on the protection of personal data. The Company ensures

the cooperation and provision of all relevant information to the competent authorities, if so requested.

Methods and Procedures for Offering or Contributing to Remedy

The Company undertakes to handle all complaints, whether anonymous or not, with due care. The ICMC

investigates incidents included in the complaint as soon as possible. If deemed necessary and depending on

the content of the complaint, further professional support from other Company executives as well as

external consultants may be received. Pending the investigation result, the Company may, inter alia, transfer

employees or alter the work schedule thereof to maintain the safety of the workplace and the integrity of

investigations. During the investigation period, partial or full access to buildings and/or premises may not

be permitted. [ESRS S1 S1-3 par. 32e]

Ensuring Workforce Awareness and Trust in Reporting Structures and Processes

Companies of OPAP Group that conducted an Employee Engagement Survey (EES) in 2023 (OPAP S.A.,

HELLENIC LOTTERIES S.A., TORA DIRECT SINGLE MEMBER S.A., TORA WALLET SINGLE MEMBER S.A.)

included specific questions to assess employees' perceptions of their structure, processes, and decision-

making efficiency.

These questions help gauge whether employees feel that the company’s processes are efficient, including

those for raising and addressing concerns. By analyzing this feedback, the company can monitor employee

trust in its processes and identify areas where improvements may be needed. [ESRS S1 S1-3 par. 33]

S1-4 – Taking action on material impacts on own workforce, and approaches to mitigating material risks

and pursuing material opportunities related to own workforce, and effectiveness of those actions

OPAP implements a range of actions and dedicated resources to address its material impacts related to its

workforce and to prevent or mitigate any negative impacts. This includes ongoing efforts in training and

development of skills, with tailored programs aimed at enhancing employee skills and supporting career

growth. Additionally, initiatives aimed at enhancing diversity, employees’ well-being, and talent attraction

and retention have been implemented.

Wellness and Empowerment Initiatives

OPAP offers a comprehensive range of wellness initiatives, including gym facilities, supplementary health

insurance, and supportive programs such as a dedicated support line for personal matters. The

#OPAPWellness Office-chair massage is a new initiative that encourages a 15-minute massage break during

the day, supported by specialized therapists. Additionally, Yoga & Pilates sessions, along with nutritional

advice for optimal athletic preparation during competition season (e.g. Athens Authentic Marathon) and

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useful tips for everyday office life, are provided to promote employee well-being and both physical and

mental health.

To further promote equality and the empowerment of women, OPAP celebrated International Women’s Day

with inspirational speeches from women entrepreneurs. In this context, five female OPAP employees had

the opportunity to participate in a 3-month mentoring program with a dedicated, experienced, and qualified

mentor from the “Women On Top” organization.

OPAP S.A. Learning and Development team also organizes specific training with external provider specialized

in Wellness, focusing on topics related to wellness at workplace, such as Emotional Empowerment,

Prosperity & Nutrition, Mental health of the self and relationships, Emotional Management etc.

Initiatives to attract employees

With regards to key initiatives implemented by OPAP to ensure that its employees work in an environment

where they are respected and treated equally, the following actions took place within 2024:

• Internal resourcing and talent retention through career growth opportunities, increasing internal

placement ratio from 25 to 30%.

• Attract and select the right people/skillset in the right role based not only on key competencies but

also on culture and team fit.

• Expand its internship program to 60 Interns across and established the Post Internship Program

enhancing the Early Career Initiatives

• Participated in 23 Employer Branding Events (Youth Initiatives, Career events) and established

synergies with 5 distinguished Universities

• On 10/10/2024 OPAP S.A. supported the 6

Diversity in Business Conference as Sponsor

• On 12/11/20224 OPAP officially signed the Diversity Charter, reaffirming our core value of doing

what is right, a significant commitment and its ongoing promise to foster a supportive and inclusive

work environment where every individual feels valued, heard, and treated equally. By embracing

diversity, the company aims to enrich its workplace culture through mutual respect and

collaboration among team members

• Furthermore, in order to increase awareness of our People, OPAP organizes DEI related training and

awareness workshops. These initiatives cover various aspects of DEI related topics (e.g. unconscious

biases), as well as World Days-related awareness programs. Through these training programs, OPAP

aims to raise awareness and educate its people on specific topics.

[ESRS S1 S1-4 par. 35, 37, 38a / ESRS 2 MDR-A par. 68a, 68b]

Actions aiming to mitigate material risks and pursuing material opportunities with regards to workforce are

ongoing and long-term, reflecting a continuous commitment to maintaining a safe and healthy environment

for all stakeholders. These actions are integrated into regular operations and evolve to address emerging

needs and standards over time. [ESRS 2 MDR-A par. 68c]

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Supplementary actions and initiatives aimed at delivering positive impacts for employees

Through its Internship Program “Get in the Game!”, initiated in 2017, OPAP partners with numerous

educational establishments, extending internships lasting up to six months to undergraduate students.

These internships provide students with the chance to acquire practical skills and broaden their professional

exposure across diverse teams and fields, such as technology, data analysis, marketing, human resources,

commercial operations, retail marketing, finance, and legal affairs. The ultimate objective of this internship

program is to ensure a seamless onboarding process, integrating students into the OPAP culture while

fostering a productive environment for their professional development. To achieve this, a “Buddy” system

has been implemented, pairing them with a seasoned employee who serves as their mentor. In 2024 alone,

61 interns, from these institutions, received job offers at the end of their internship period. Internships are

incredibly valuable for the organization as they work as a pipeline for potential candidates to fill entry-level

positions. Program evaluation is carried out through communication and two-way feedback during follow-

up meetings and evaluation forms upon the completion of the program.

Further initiatives aiming at delivering positive impacts to OPAP’s workforce, include offering tickets to

employees for attending their favorite basketball and football teams’ games, private tours at the OPAP

Arena, participation in exclusive events, unique and collectible items, enrollment of their children in top-

tier fun sports camps and even travel along with the National Men’s Football Team of Greece and

Panathinaikos BC AKTOR. Although these initiatives are ongoing, there are some special events that took

place during 2024. Specifically, OPAP employed had the opportunity to participate in the second corporate

e-sports tournament at OPAP premises, at a specially designed Gaming Spot, with a week full of e-sports

entertainment and virtual gaming, offering a unique gaming experience. Furthermore, OPAP runners were

offered the opportunity to participate for free in the most important annual running events; the Athens

Half-Marathon and the 41st Athens Authentic Marathon. [ESRS S1 S1-4 par. 38c]

Evaluating the impact of key initiatives

OPAP continuously tracks and assesses the effectiveness of its actions and initiatives aimed at supporting

its workforce. This is primarily done through high participation rates in training and wellness programs, as

well as feedback mechanisms.

Specifically, the Employee Engagement Survey, that took place in 2023 for OPAP S.A., HELLENIC LOTTERIES

S.A., TORA DIRECT SINGLE MEMBER S.A. and TORA WALLET SINGLE MEMBER S.A., indicated that the

workforce positively engages with and benefits from the aforementioned actions. Additionally, pulse

surveys that are conducted throughout the year, help to assess the short-term impact of specific initiatives

and make timely adjustments where needed. The results of these assessments inform OPAP’s action plans,

ensuring continuous improvement and alignment with employee needs. [ESRS S1 S1-4 par. 38d]

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Ensuring practices do not negatively impact the workforce

At OPAP, everyone is committed to fostering a positive and safe work environment and acknowledges how

the company’s activities and practices play a key role in ensuring that. OPAP Group has established clear

policies and procedures that prioritize the well-being of its employees. These policies are designed to

prevent negative impacts and ensure that any issues are promptly addressed. Also, OPAP conducts regular

assessments and audits of its practices, including those related to procurement, sales, and data use, to

identify and mitigate any potential negative impacts on its workforce. By assessing established practices,

using employee feedback and other evaluation methods, OPAP aims to act precautionary, take appropriate

measures and ensure that its activities and operations do not cause or contribute to material negative

impacts on its own workforce. [ESRS S1 S1-4 par. 41]

Metrics and targets

OPAP tracks and monitors several key metrics related to its workforce and material impacts. These metrics

provide a clear view of the company's approach to managing workforce-related impacts, ensuring

transparency and accountability. The metrics presented in the following parts of the chapter, in accordance

with the ESRS S1 disclosure requirements, form part of the company’s broader strategy to manage

workforce-related impacts, ensuring that responsible practices are in place to promote employee well-

being, equality, inclusivity, development and human rights. The metrics disclosed have not been validated

by an external body other than the assurance provider. Instead, OPAP relies on its internal processes for

ensuring the accuracy and integrity of the reported metrics.

[ESRS 2 MDR-M par. 77a]

S1-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing

material risks and opportunities

To support its long-term strategic goals and address material workforce impacts, OPAP has set targets

concerning OPAP S.A., HELLENIC LOTTERIES S.A., TORA DIRECT SINGLE MEMBER S.A. and TORA WALLET

SINGLE MEMBER S.A., and aligned with key policies and initiatives.

Targets

Time horizon

Increase the recruitment of women professionals by 5% by 2026

Medium-term

Number of job openings filled from within raise to 30% by 2025.

Short-term

[ESRS S1 S1-5 par. 44a-b, 46 / ESRS 2 MDR-T par. 80a-c, 80e]

Increase the recruitment of women professionals by 5% by 2026: OPAP ensures that all candidates are

given an equitable opportunity for selection, with a strong commitment to Diversity, Equity and Inclusion

(DEI). To become more attractive towards female employees, OPAP utilizes secondary data to assess how

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external employees perceive it as an employer, (reviews from platforms such as Glassdoor and Indeed) and

on an annual basis reviews its reach to female professionals, based on the number of CVs it has received for

job openings. The target is to increase the number of women employees versus 2023, when their total

number was 674.

Number of job openings filled from within raise to 30% by 2025: The human resources’ needs of the Group

are planned on an annual basis; however ad hoc staffing needs arise during the year. Initially, the People

Team explores the possibility of covering any vacancies with employees working already for companies in

the Group, who may have the necessary skills, know-how and qualifications. The Talent Acquisition &

Employer Branding Team investigates the staffing options, making use of its existing database, and/or

announces the job posting in PeopleOnline platform calling the interested people to apply, if they believe

that they meet the requirements. For the effective management of this process, a special app

PeopleOnline/Careers has been created, through which the candidates send their CV and fill in their

application, presenting the reasons why they express their interest for the specific position. The selected

candidates are invited to an interview with members of the Business Team having the vacancy. This process

facilitates transparent and meritocratic internal resourcing, ensuring that all employees have equal access

to apply for internal job openings through the corporate intranet. Applications are meticulously evaluated

and assessed by the OPAP People Team and respective Line Managers, tasked with selecting the most

suitable candidate for each position within the Group, first assessing internal candidates. It’s worth noting

that high-performing employees often earn new responsibilities at a higher level than their current position

as they advance within the company. [ESRS 2 MDR-T par. 80d / ESRS 2 MDR-T par. 80f]

OPAP’s process for setting workforce-related targets involves key internal stakeholders, primarily from the

People Team (Human Resources). While direct engagement with the broader workforce or workers’

representatives has not been systematically conducted, OPAP tracks progress through internal reviews and

recruitment data analysis. Future enhancements may include broader workforce engagement in target-

setting and performance evaluation. [ESRS S1 S1-5 par. 47a-b-c / ESRS 2 MDR-T par. 80h]

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S1-6 – Characteristics of the undertaking’s employees

As of 31.12.2024 the total number of employees of OPAP Group is 1,950, comprising 1,222 men and 727

women, reflecting a diverse workforce. The workforce is primarily located in Greece with 1,910 employees.

[ESRS S1 S1-6 par. 48, 50a]

2024

(1)

FEMALE

MALE

OTHER

(2)

TOTAL

Number of employees (head count)*

727

1,222

1,950

Number of permanent employees (head count)

694

1,188

1,883

Number of temporary employees (head count)

Number of non-guaranteed hours employees

(head count)

Number of full-time employees (head count)

726

1,222

1,949

Number of part-time employees (head count)

1. HorseRaces,subsidiary is not included (one employee).

2.Gender as specified by the employees themselves.

[ESRS S1 S1-6 par. 50b]

In 2024, a total of 205 employees departed from OPAP, resulting in an employee turnover rate of 10.5%.

[ESRS S1 S1-6 par. 50c]

The data presented throughout this statement refers to employee headcount as of 31.12.2024. Employee

headcount is defined as the total number of individuals employed by OPAP Group, without adjustments for

part-time status or hours worked. Therefore, unless otherwise specified, each employee is counted as one,

regardless of whether they are full-time or part-time. [ESRS S1 S1-6 par. 50d]

The total number of employees of OPAP Group during the reporting year can be cross referenced to the

expenses-related disclosures in the financial statements. Specifically, the total number of employees of

OPAP Group as of 31.12.2023 and 31.12.2022 were 1,865 and 1,677 respectively, as presented in the Payroll

Expenses section of the 2023 Annual Financial Report. [ESRS S1 S1-6 par. 50f]

S1-9 – Diversity metrics

OPAP works actively to promote diversity across management levels. it’s commitment to diversity is

reflected in its Code of Conduct, that emphasizes on the importance of creating a positive work culture,

ensuring personal accountability, and adhering to ethical business practices. As Top Management, OPAP

defines the roles of the Chairman, the CEO, and all its Chief Officers, collectively referred to as Senior

Management in OPAP’s Internal Rules and Regulations.

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• Female employees in Top Management Rate refers to Female employees in position of Chief. The formula

is: Female employees in Top Management (Rate) = Number of Female employees in Chief position / Total

number of Chiefs.

• Male employees in Top Management Rate refers to Male employees in position of Chief. The formula is:

Male employees in Top Management (Rate) = Number of Male employees in Chief position / Total

number of Chiefs.

Top Management

Number

Percentage (%)

Female

18.2

Male

81.8

Total

100

As part of its commitment to transparency and workforce diversity, OPAP discloses the distribution of its

employees across different age groups. By monitoring these demographics, the company aims to ensure a

balanced representation of age groups and address the needs of a multigenerational workforce. In 2024,

OPAP provided the following breakdown: 293 employees under 30 years old, 1,435 employees between 30-

50 years old, and 222 employees over 50 years old.

• Employees under 30 years old (Rate) with all active employees under 30 years old, including non-active

employees whose employment contract has not been terminated / are still on payroll even not paid (e.g.

including those in maternity, sick leave, sabbatical etc.). Interns & Subcontractors are not included. The

formula is: Active employees under 30 years old (Rate) = Total Number of active employees under 30

years old / Total number of Active Employees.

• Employees between 30 - 50 years old (Rate) with all active employees under between 30 - 50 years old,

including non-active employees whose employment contract has not been terminated / are still on

payroll even not paid (e.g. including those in maternity, sick leave, sabbatical etc.). Interns &

Subcontractors are not included. The formula is: Active employees between 30-50 years old (Rate) =

Total Number of active employees between 30-50 years old (Number) / Total number of Active

Employees.

• Employees over 50 years old (Rate) with all active employees under over 50 years old, including non-

active employees whose employment contract has not been terminated / are still on payroll even not

paid (e.g. including those in maternity, sick leave, sabbatical etc.). Interns & Subcontractors are not

included. HORSE RACES SINGLE MEMBER S.A. is excluded. The formula is: Active employees over 50 years

old (Rate) = Total Number of active employees over 50 years old (Number) / Total number of Active

Employees.

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Employees by age group

Number

Percentage (%)

Under 30 years old

293

Between 30-50 years old

1,435

73.6

Over 50 years old

222

11.4

Total

1,950

100

[ESRS S1 S1-9 par. 64, 66a-b]

S1-10 – Adequate wages

OPAP has established a minimum salary, which in all cases was higher than the basic salary (or the higher

collective agreement salary), as defined by local legislation in Greece and Cyprus and more specifically, the

national collective labor agreement in Greece and the minimum wage order of the Republic of Cyprus

Ministry of Labour and Social Insurance. In 2024, 0% of employees were paid below basic salary. [ESRS S1

S1-10 par. 67, 69]

S1-12– Persons with disabilities

The company employs a total of 20 employees with disabilities, which represents 1.03% of its total

workforce. OPAP Group’s policy is to comply with applicable laws and policies without discrimination on

grounds of disability. Despite the fact that there are some differences between the legal definitions of

disabled people in Greece and Cyprus, overall, in both countries these definitions play a crucial role in

shaping the support systems and protections available to differently abled individuals, promoting their

inclusion and well-being in society. [ESRS S1 S1-12 par. 77]

S1-13 – Training and skills development metrics

In order to inform and educate its employees on issues related to our teams, products, strategic priorities,

core principles and values, the company continues the implementation of its extensive induction program.

All newly hired employees participate in the induction program, within the first month of their employment.

The program specifically addresses the following topics:

- Company overview and history

- Purpose and values

- Company strategic priorities

- Product knowledge

- Code of Conduct

- Awareness programs on Information Security, the Integrated Management System and OPAP’s

Responsible Gaming

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- Organizational structure teams mapping

- Team building activities

- Field visits, including visits to OPAP & PLAY Stores

The need for OPAP to connect its people’s training and development with the organization’s strategic goals

and results led to the creation of Opapacademy in 2016, through which a single corporate culture and a

customer-centric mindset are cultivated. The priorities of Opapacademy are, the development of a culture

of continuous learning and evolution, the creation and maintenance of a high-performance mindset, the

empowering our leadership team, and the development of OPAP’s talents.

The company’s ultimate objective is to reskill and upskill its people on traits and technical knowledge that

are linked to their personal development, through various means such as classroom trainings, e-learning

trainings, conferences, coaching and on-the- job training by managers. Key Training highlights of 2024

include:

• 39,426 hours of training were conducted

• 99.8% (1,946) of OPAP Group employees received training;

• 19 training hours per employee conducted on average

• 16,445 training hours conducted for female employees and 22.62 training hours on average;

• 23,018 training hours conducted for male employees and 18.84 training hours on average;

[ESRS S1 S1-13 par. 81, 83b]

In 2024, a total of 1,661 employees of OPAP Group participated in regular performance and career

development reviews (85.2% of total employees). Specifically, and broken down by gender, 598 female

employees and 1,063 male employees participated in the process. [ESRS S1 S1-13 par. 83a]

S1-16 – Compensation metrics (pay gap and total compensation)

In 2024, the average adjusted gender pay gap was the average gender pay gap between female and male

employees was 14.78%, while the annual total remuneration ratio of the highest paid individual to the

median annual total remuneration for all employees (excluding the highest-paid individual) was 37.41. For

these compensation metrics, the total individual compensation of employees was calculated as the sum of

the gross fixed and short- and long-term variable cash compensation received in the reporting period. For

the calculation of the gender pay gap, it was converted into an hourly remuneration and into a full-time

annual equivalent for the ratio of the total annual remuneration. The methodologies for calculating the

gender pay gap are in accordance to the ESRS S1-16 disclosure requirements. [ESRS S1 S1-16 par. 95, 97a]

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ESRS S4 – Consumers and end-users

Background

OPAP Group, as a leading gaming company, understands that the responsible management of its business

is imperative, due to the possible risks and consequences that might affect consumers and end-users from

their possible excessive participation in games of chance. Therefore, the Group seeks to adopt a set of

policies, actions and key performance indicators that will ensure that its customers have a safe gaming

experience.

To that end, OPAP Group has identified the following material impacts and risk related to its Consumers and

end-users of its products and services (referred to as customers, players and non-players throughout this

Sustainability Statement), as an outcome of its Double Materiality Assessment (DMA):

Sub-topic

Sub-sub-topic

IRO

IRO description

Information-related

impacts for consumers

and/or end-users

Access to

(quality)information/

Freedom of

expression

Negative

Impact

Limiting or restricting of a legitimate

customer expression (e.g. making free

choices during gaming) or engaging in

biased censorship (e.g. affecting/

influencing betting) can alienate

customers and damage Group´s brand.

Concealment of key information can be

characterized as fraudulent behavior

towards the customer.

Information-related

impacts for consumers

and/or end-users

Privacy

Negative

Impact

Improper handling or processing of user

(player) data can result in privacy

violations, leading to dissatisfied

customers and potentially affecting their

family/ social environment.

Personal safety of

consumers and/or

end-users

Health and

safety/ Security

Positive

Impact

Promote responsible gaming practices

(through own policies and codes) and

abide by them in all the network and own

shops. Facilitate collaboration, sharing of

best practices, drive and champion

standards, and set world class standards

to ensure an enjoyable, fair and safe

gaming experience for all of our

customers.

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Sub-topic

Sub-sub-topic

IRO

IRO description

Personal safety of

consumers and/or

end-users

Health and

safety/ Security

Negative

Impact

Inability to implement sufficient policies

and to provide support to employees,

retail network and customers (e.g.,

through training, hotlines), can lead to

excessive participation in games o

chance, financial losses, and other issues

for players, while for minors it might lead

to under-age gaming and potential

exploitation.

Social inclusion of

consumers and/or

end-users

Responsible

marketing practices

Negative

Impact

Societal distrust in case of potential large-

scale mismanagement in customer

communication matters (e.g., misleading

communication, advertising, irresponsible

marketing etc.) or in matters related to

the safety of the services provided. Not

following responsible marketing

codes/guides/policies can incur customer

distrust and damages.

Social inclusion of

consumers and/or

end-users

Responsible

marketing practices

Risk

Litigation and reputational risks from a)

data privacy breaches, b) personal safety

of players, c) engaging with underaged

customers, d) discrimination of

customers, e) misleading communication

or false advertising f) violations of data

privacy legal framework (e.g. processing

without legal basis, sending of

undesirable communication etc.)

Strategy

SBM-2 – Interests and views of stakeholders

OPAP Group adopts a customer-centric mindset, while being committed to delivering best-in-class

entertainment, in a safe and responsible way. In 2024, OPAP ensured that Responsible Gaming (RG) Strategy

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was in complete alignment with both the European and the International Responsible Gaming Standards,

and fully abided by with the Greek applicable framework. OPAP does not merely comply with the law, but

it leads the industry with respect to adopting the best global practices in players’ protection and protection

of vulnerable groups. OPAP Group ensures that every current and potential customer receives all pertinent

information regarding the games of chance it offer, while participation in these games is ultimately

determined by the individual's free will.

Stakeholder dialogue on responsible gaming practices

OPAP ensures that its key stakeholders, namely employees, players, retail stores (agents and employees in

OPAP and PLAY stores), the academic and scientific institutions as well as sectoral organizations are

appropriately informed. At the same time, the company constantly promotes dialogue and seeks to build

consensus with them. The key objective is to ensure that the public is accurately and appropriately made

aware of the principles of Responsible Gaming. Also, OPAP regularly collaborates with various stakeholders,

including the World Lottery Association (WLA), the European Lotteries (EL), academic institutions, such as

the Athens University of Economics and Business, and the Therapy Center for Dependent Individuals

(KETHEA). ESRS 2 SBM-2 section. [ESRS S4 SBM-2 par. 8 / ESRS S4 S4-1 par. 16b]

SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

OPAP's Responsible Gaming strategy aims to provide a fair, reliable, and safe entertainment environment

for its customers. The company focuses on creating safe gaming conditions to prevent excessive

participation, protect minors and other vulnerable groups, and educate the public, with a view to

safeguarding the public interest.

All positive and negative material impacts as well as the risks identified by OPAP, during the Double

Materiality Assessment exercise, are related to the customers and users of its products and services. Further,

in alignment with ESRS 2 and ESRS S4 topical standard, the company has assessed that all materially

impacted customers and users are included in the scope of its sustainability disclosures. This specifically

pertains to the players of OPAP's games of chance and certain groups, such as minors and vulnerable

individuals (e.g., children), who may be particularly affected by marketing strategies and gaming exposure.

To ensure proper understanding of customer behavior and vulnerability, OPAP conducts and commissions

research, leveraging both internal teams and external expertise. These efforts aim at assessing the key

groups that are potentially affected, as well as remaining informed of the latest international best practices

and research developments. Particular attention is given to protecting underaged individuals and other

vulnerable groups, ensuring that they are not exposed to undue risk.

OPAP addresses all material impacts through its strategy, its policies and through a set of actions that include

also internationally best practices, acknowledged by the World Lottery Association (WLA) and European

Lottery Association (EL). Also, considering the nature of the identified material negative impacts and given

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that OPAP has established relevant controls (Codes of Conduct, policies, guidelines), those impacts rather

relate to individual incidents. [ESRS S4 SBM-3 par. 10a (i), 10a (ii), 10a (iv), 10b, 11]

Negative impacts

Lack of proper communication towards players can potentially impact OPAP’s customers, potentially

influencing them to excessive gambling, and consequently harm Group’s reputation. Key negative impacts

include issues related to access to quality information, data privacy, health and safety of players (including

the protection of minors from gaming), and responsible marketing practices. These impacts, if not properly

managed, may lead to significant risks such as litigation, reputational damage, and regulatory penalties. For

instance, breaches in data privacy may lead to litigation and loss of trust, while misleading communication

can harm customer confidence, resulting in reputational risk.

Therefore, it is imperative for OPAP to ensure that a concrete Responsible Gaming framework is in place,

through which:

• players are accurately informed on the rules of conduct of the games they select to participate in.

• support and assistance are provided both to players who encounter problems caused by excessive

participation in games of chance, and to their families.

• minors are protected by not being allowed to enter and stay in OPAP retail stores, and more specifically,

by not being allowed to participate in games of chance provided by OPAP Group.

• people under the age of 21 and of self-excluded players are protected by not being allowed to enter the

areas where PLAY games of chance as well as participating in the said games.

• ongoing consultation on the prevention and support of players experiencing problems caused by their

excessive participation in games of chance, is offered through various channels and methods.

OPAP’s business relies heavily on maintaining trust and engagement with customers, particularly in the

areas its identified negative impacts relate to. These dependencies are crucial in sustaining customer loyalty,

market share, and regulatory compliance. For example, consumer trust is a vital dependency, particularly

concerning data privacy and protection. Any failure to safeguard customer data could erode trust, leading

to diminished user engagement, legal liabilities, and reputational harm. Similarly, the company depends on

customers' confidence in its commitment to protecting vulnerable populations, such as children, and

ensuring a safe and responsible gaming environment. Missteps in these areas could potentially lead to

regulatory actions and affect public’s perceptions and community acceptance for its operations.

Positive impacts

OPAP Group promotes Responsible Gaming practices, across all regions, where it operates, through its

comprehensive policies and codes, while also ensuring that its network adheres to the respective standards.

Key activities include the implementation of a compliance monitoring process for the OPAP network, regular

employee training, regular training of the network employees, awareness campaigns for Responsible

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Gaming, and the provision of tools to customers to manage their gaming habits, such as self-exclusion

options, cooling off mechanisms and time and spending limits. [ESRS S4 SBM-3 par. 10c]

Specific Focus on Responsible Marketing Practices

Responsible gaming, data privacy, and responsible advertising are areas of significant focus for OPAP Group.

The Group has clear processes in place to address any potential harm caused by marketing activities,

protecting customer data, cooperating with regulatory authorities, and implementing appropriate

remedies, such as clarifications, customer support, or adjustments to marketing promotions, if needed.

While no fines or sanctions were imposed by authorities in 2024 related to commercial communication

(including service information and labelling), the company remains committed to responsible marketing

practices and protecting the interests of its customers. [ESRS S4 SBM-3 par. 9a, 9b, 10d]

Impact, risk and opportunity management

S4-1 – Policies related to consumers and end-users

Group Data Protection Policy

OPAP Group’s Data Protection Policy , that is applicable and adopted by all OPAP Group companies, including

STOIXIMAN LTD that has an equivalent policy, aims at informing its players on the type of personal data

that it collects, on the way and the purposes for which data are collected, on the third parties with which it

shares such data, as well as on their rights, in order for the company to comply with the applicable Greek

Law on Data Protection, L. 4624/2019 and with EU Regulation 2016/679 “on the protection of natural

persons with regards to the processing of personal data and on the free movement of such data, and

repealing Directive 95/46/EC”.

This policy reflects OPAP’s commitment to keeping players' data accurate and up to date, securely storing

and deleting data, and avoiding the collection of unnecessary information, ultimately addressing the

material negative impact related to privacy, potential data breaches and data privacy violations. The

company also implements safeguards to protect data from loss, misuse, unauthorized access, or disclosure,

reassuring that all appropriate technical and organizational measures are in place to protect their personal

information.

The issue of personal data privacy and data protection is particularly important for delivering OPAP’s

products and services to its users. For this reason, in 2024, key actions were performed in alignment with

the Data Protection/Privacy Policy, such as:

• Annual compliance program to effectively monitor the compliance with the applicable legal framework

for data protection and internal policies (such as the Data Protection and Privacy by Design Policies) in

line with the Information Security Management System adopted and monitored by the Information

Security Office.

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• Training of staff and key management personnel, focusing on call center personnel, due to their

increasing interaction with customers.

• Mandatory online training courses for all OPAP and PLAY retail network ecosystem (owners and

employees), focusing on the obligations of Agents when processing personal data of customers in stores.

• Risk assessments and audits, on a regular basis, in order to identify and prioritize data security

vulnerabilities and define appropriate risk treatment plans.

• Identification of high-risk areas, data protection impact assessments for new activities and update of the

data protection impact assessments for existing high-risk processing activities in order to reassess

changes in these activities and new risks. Relevant remediation actions have been monitored via the JIRA

Platform, which are assigned to each business owner.

• Data processing agreements with all suppliers who act as data processors, several controller-to-

controller agreements and standard contractual clauses in cases where disclosure of personal data

to/from business partners is required.

Artificial Intelligence Code of Conduct

OPAP Group and specifically the companies OPAP S.A., HELLENIC LOTTERIES S.A., NEUROSOFT S.A., TORA

DIRECT SINGLE MEMBER S.A., TORA WALLET SINGLE MEMBER S.A., OPAP CYPRUS LTD and OPAP SPORTS

LTD have adopted an AI Code of Conduct, committing to a responsible, lawful, and ethical use of Artificial

Intelligence (AI) technology. The Group recognizes the potential benefits of AI in enhancing user experience

and optimizing the Group’s business operations, as well as the importance of protecting all OPAP employees

and customers and safeguarding the integrity of the OPAP products and services. To that end, the company

issued the Artificial Intelligence Code of Conduct, which defines the company’s policy and procedures to be

followed for the adoption of new AI systems/applications and compliance monitoring. As per its legal

obligation, OPAP created and maintains a registry of the following information for each AI application:

• a description of the operating parameters, capabilities and technical characteristics of the application,

• the number and status of the individuals that the application (may) concern,

• technical information relating to the supplier or external parties involved in the development or

operation of the application,

• the period of operation of the application, and

• the measures taken to ensure the application's safe operation.

Furthermore, OPAP shall perform an Artificial Intelligence Assessment for these applications. This

assessment shall be performed in parallel with any obligation deriving from any other legislation or/and

internal policy, e.g., Data Protection Impact Assessment. The Data Protection Officer holds the highest level

of accountability for implementing this policy.

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Website Data Protection Policy

The Website Data Protection Policy is applicable for OPAP S.A and its subsidiaries HELLENIC LOTTERIES S.A.,

TORA DIRECT SINGLE MEMBER S.A. and TORA WALLET SINGLE MEMBER S.A.. An equivalent policy applies

for NEUROSOFT S.A., and the subsidiaries based in and in the Republic of Cyprus (OPAP CYPRUS LTD and

OPAP SPORTS LTD). The Policy aims to inform users of the corporate website on how the company collects

their data and on the purposes for which they are used. Transparency in OPAP’s relations with the

customers and users of its website is a priority and a fundamental issue for the establishment of a

relationship based on trust and respect. In addition, with this policy OPAP aims to reassure the users of its

corporate website that it implements all reasonable technical and organizational security measures for the

protection of their personal data collected through its corporate website against unauthorized access,

misuse, loss or destruction, and that their data are collected, processed and protected according to the

respective laws and regulations. This policy relates to the material impact concerned with the handling and

processing of customers, specifically website users’ data.

Responsible Gaming Policy

OPAP Group considers Responsible Gaming as offering a safe environment, in which players are provided

with timely, accurate and sufficient information about the products, the terms and conditions of their use,

as well as the risks and repercussions that the excessive participation in games of chance entails.

Acknowledging the significance of the potential negative consequences games of chance may cause to

individuals and the society and aiming to minimize such risks, OPAP has established its Responsible Gaming

(RG) Policy, which is applicable for the gaming companies of the Group (OPAP S.A., HELLENIC LOTTERIES

S.A., OPAP CYPRUS LTD and OPAP SPORTS LTD. It should be noted that STOIXIMAN LTD has similarly adopted

its own Responsible Gaming Policy. Across the board, OPAP Group’s Responsible Gaming Policies address

the material impacts and risk concerning the personal safety of its customers, the responsible gaming and

marketing practices, as well as customers’ ability to make their own choices.

The policy sets the general principles and the content for the responsible conduct of all games of chance

provided by OPAP Group, either offline or online, under the scope of which fall players (customers),

employees, retail network community (OPAP and PLAY stores owners and employees). The RG Policy is

applied in accordance with and complementary to the existing Greek, EU and International Legislation and

the Regulatory Framework on games of chance and Responsible Gaming.

In addition, this policy serves as a tool aiming to define the way that the principles of Responsible Gaming

must be incorporated into the company’s operations, as well as in the behavior of its employees and

partners, and relates to all games of chance operated by OPAP S.A., offline and/or via any other means and

way of conduct.

Indicating OPAP’s commitment to ensure proper compliance with responsible gaming rules and principles,

agencies’ and PLAY stores’ compliance is monitored with the basic rules of responsible gaming. Compliance

with the responsible gaming rules is monitored by many sources, including the Field Operations Team

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(network auditors and mystery shoppers), inspecting potential entry in agencies and/or participation in

games of chance from underaged customers, as well as access to mandatory responsible gaming resources

and material. Further, OPAP has established its Agencies Compliance Committee to manage with

transparency and consistency the network’s compliance by implementing its applicable policies and

processes. The Compliance Committee takes immediate preventive, mitigating and repressive measures. It

may impose monetary sanctions to agents who committed evidenced violations, or it may propose to the

Board of Directors to impose higher monetary sanctions, and/or temporary suspension of operation or even

termination of contract.

To support its Responsible Gaming strategy and ensure the implementation of the respective policy, OPAP

implements a series of actions, that are presented in section “S4-4 – Taking action on material impacts on

consumers and end-users”.

[ESRS S4 S4-1 par. 15 / ESRS 2 MDR-P par. 65a, 65b / ESRS 2 MDR-A par. 68a, 68b]

Accountability of policies

The Chief Legal Regulatory and Compliance Officer is accountable for the implementation of the Responsible

Gaming Policy and the Data Protection Officer (DPO) for the implementation of Group Data Protection

Policy. Moreover, the owner (accountable) of the Artificial Intelligence Code of Conduct is the DPO. [ESRS 2

MDR-P par. 65c]

Availability of policies to key stakeholder groups

OPAP ensures that its Responsible Gaming Policy, Privacy Policy, and Website Data Protection Policy are

made publicly available on its corporate website, providing transparency to all its stakeholders, including

customers and users. The Artificial Intelligence Code of Conduct is currently accessible through OPAP’s

corporate intranet. Internally, these policies are communicated to employees and agents through targeted

training programs and internal communications, ensuring those responsible for their implementation are

well-informed, while regular updates are shared via internal portals to maintain awareness and compliance.

Taking into consideration stakeholder views

In the context of considering stakeholder interests -to the extent possible- when developing the policies

above, their content is influenced by WLA framework and discussed thoroughly with internal stakeholders

(legal, compliance, corporate communication etc.). [ESRS 2 MDR-P par. 65e, 65f / ESRS 2 MDR-A par. 68a-c]

S4-2 – Processes for engaging with consumers and end-users about impacts

OPAP Group engages regularly with consumers and end-users and systematically collects data that will help

in better understanding customer needs, preferences, and behaviors in regard to issues such as Responsible

Gaming, data privacy, and responsible marketing practices.

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OPAP’s stakeholder engagement takes place throughout all levels of its business all the way up to senior

management and the Board of Directors, which participate in tailored initiatives including the Materiality

Analysis to identify and improve performance on issues that are considered impactful to stakeholders. The

operational responsibility for ensuring engagement with its customers lies with the Deputy CEO and the

Chief Legal, Regulatory and Compliance Officer. [ESRS S4 S4-2 par. 20c]

Proactive customer communication

OPAP engages with customers (players) as well as with the general public (including non-players audience)

through one way communication tools such as awareness campaigns, satisfaction surveys tracked monthly,

in-store communication, social media, articles, and press releases. This way OPAP promotes responsible

gaming practices, shares best practices, and creates a pathway to ensure an enjoyable, fair and safe gaming

experience for all customers.

In OPAP Stores, players are informed through multiple channels before, during, and after gameplay. These

include game guides accessible via QR codes at counters, Responsible Gaming signage on store doors, and

dedicated information points with leaflets detailing dos and don’ts, self-assessment tests, and tips.

Responsible Gaming messages are included on all gaming slips, and the company ensures all above-the-line

communication incorporates mandatory RG disclaimers. Furthermore, Self-Service Betting Terminals (SSBTs)

and Video Lottery Terminals (VLTs) display RG tools and messages during gameplay to reinforce awareness.

For online players, OPAP uses its digital platforms to inform and engage them on Responsible Gaming. A

dedicated RG website provides comprehensive resources, while online players flagged as vulnerable via

algorithm (Safety Net Algorithm), based on their gaming behavior, receive targeted RG messages. Customer

Relations Management activities include pop-up notifications, personalized customer care calls for players

exhibiting excessive play, and email detection robots identifying Responsible Gaming-related keywords.

Additionally, the company leverages affiliate marketing channels to communicate RG messages, through

dedicated content, and incorporates an RG section on its dedicated Pamestoixima Blog. [ESRS S4 S4-2 par.

20b]

Listening to customers and end-users

OPAP takes into consideration the outcomes of its internal and external surveys through its Customer

Tracker, as well as by monitoring and processing the players’ communications received through the

Customer Care Agents for Responsible Gaming reasons, which are escalated to Responsible Gaming experts

and handled accordingly. Also, a dedicated RG Customer Care team trained by clinical experts communicates

with vulnerable customers enabling OPAP to gain a deeper insight into their perspectives. The views and

insights of the customers are taken into consideration in the development of the annual business plan by

the Responsible Gaming team in order to ensure that OPAP’s strategic decisions are in line with their needs

and expectations. [ESRS S4 S4-2 par. 20a, 21]

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Effectiveness of engagement with customers and end-users

OPAP has developed specific tools to assess the effectiveness of engagement with customers. The tools

assess the effectiveness of communication against the foundational principles of Responsible Gaming (e.g.

time and spending limits, age limits). Specifically:

• Enriched Customer/Market survey trackers on online players’ behavior and customer evolving trends as

well as on non players. The trackers also evaluate specific Responsible Gaming (RG) Key Performance

Indicators (KPIs) to gauge players' awareness and their understanding of specific RG initiatives and

activities.

• OPAP analyzes the outcomes of the Customer Tracker and reviews advertisements to determine, from

an RG perspective, whether they appeal to minors or encourage participation in games of chance.

• Through monthly meetings, customer insights based on all studies available (trackers and ad hoc

studies), as well as internal data are spread across the organization so the whole OPAP ecosystem is

aligned regarding customers’ preferences and behavior.

• Monitoring customer service performance, aiming for continuous improvement.

• Analysis of players’ behavior in retail and online games, to understand the positive impact of Responsible

Gaming actions on a commercial level in terms of customer volume, but also customer value.

[ESRS S4 S4-2 par. 20d]

S4-3 – Processes to remediate negative impacts and channels for consumers and end-users to raise

concerns

In the case of a customer complaint, OPAP has a predefined mechanism that is characterized by visibility,

alerting and reporting mechanisms at every escalation level and status of the complaint. Complaints can be

made through the available contact channels (phone, chat, email and web) and are processed by a corporate

ticketing system (OTRS) and through B2C CRM (Salesforce).

For any concerns or complaints related to OPAP games of chance a player wishes to raise, a complaint may

be submitted in the following ways:

1. Through the online complaints form, available on the official website of OPAP S.A.

2. Through dispatching of the complaints template document, available at OPAP agencies.

If a Player communicates by phone and expresses their will to submit an official complaint, the Customer

Care (CC) shall direct them to its submission in written (via the above forms), for an investigation to be

conducted and a written answer to be provided. With regards to written complaints, these must be

dispatched by the competent departments to the Protocol Department, to receive a protocol number, and

then registered in the OTRS requests registration system of the Customer Care for proper management.

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Complaints received via a website form, an e-mail or correspondence, are checked for completeness. The

complaint to be submitted the latest within forty-eight (48) hours as of the day following the incident, as

provided by the Regulation. It is noted that the criterion of 48 hours is implemented in order for OPAP S.A.

to guarantee the availability of sufficient information for investigation, and it does not constitute a reason

for non-acceptance of the complaint.

The competent Teams (Customer Care or Product Marketing teams) shall draft and dispatch the final answer

to the complainant, with clear reference to the OTRS reference number (ticket ID). The manner of

dispatching the answer depends on the relevant selection of the complainant upon submission, otherwise

the same manner as the one of the receipts shall be selected (e.g. email if received via e-mail or web form,

correspondence if received via correspondence). The answers to the complainant by the competent Teams

shall not be signed by name, and shall be attached to the OTRS, and then the request shall be closed. The

complainant may ask for a further investigation of their complaint by the Hellenic Gaming Committee (HGC)

within 10 days as of the day following the notification to them of the answer, by mandatorily communicating

the said action to OPAP S.A. Then, OPAP S.A., via the competent Division, shall promptly forward the entirety

of the data related to the complaint to the Hellenic Gaming Commission.

Similarly, for complaints related to OPAP’s Video Lottery Terminals (VLTs), the consumers/ players may

submit their complaint in the following manners:

1. Through the complaint form that is available on OPAP S.A. website.

2. Through dispatch of the complaint template that is available in agencies, in which games of chance

through Video Lottery Terminal (VLT)-type Gaming Machines are conducted.

3. By phone, if it is the case of a registered Player, through the customer helpline of OPAP S.A., with full

identification, based on the data kept in the Customer Information System.

4. By letter to OPAP S.A. exclusively for complaints related to OPAP PLAY Partners.

Moreover, since 2011, OPAP Group in partnership with the Therapy Center for Dependent Individuals

(KETHEA ALFA) offer the dedicated Helpline 1114 to provide psychological support and advice not only to

players but also to their family members. Support information and services are also available via email at

1114a@kethea-alfa.gr. The line is supported by OPAP, operates Monday to Friday from 09:00-21:00 and is

staffed by specialized professionals.

Apart from the abovementioned communication channels, players can submit any concerns or grievances

by filing a whistleblowing report, as described in the G1 - Business Conduct section.

The long-term existence and utilization of the abovementioned communication channels by OPAP’s

customers showcase their trust in the established processes. In addition, the company implements its

Whistleblowing Policy. Suitable safeguards are applied to protect against potential retaliation.

[ESRS S4 S4-3 par. 23, 25a, 25c, 25b, 26]

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S4-4 – Taking action on material impacts on consumers and end-users, and approaches to managing

material risks and pursuing material opportunities related to consumers and end-users, and effectiveness

of those actions

Negative impacts necessitate appropriate actions, which are determined based on the nature of the issue

and its severity. The company systematically monitors compliance with the Responsible Gaming (RG)

Framework and takes proactive measures to prevent and mitigate potential issues related to the material

negative impacts concerning the personal safety of its customers, the responsible gaming and marketing

practices, as well as customers’ ability to make their own choices. All required actions are integrated into

the RG action plan, with progress tracked and reported regularly. Additionally, compliance risk assessments

are conducted for RG to identify potential risks, and controls are implemented to assess and manage

residual risks. The company’s Compliance Management System, certified under ISO 37301, ensures that all

actions are aligned with best practices in risk management and regulatory compliance. [ESRS S4 S4-4 par.

32a]

OPAP Group has processes in place to provide or enable remedies for material negative impacts on its

customers (consumers / end-users). For instance, in the context of responsible marketing practices,

remedies include potential clarifications, customer support, or promotion adjustments, as previously

described. These processes are regularly assessed for accessibility, fairness, and efficiency in addressing

concerns. OPAP monitors the implementation and outcomes of these remedies to confirm that they resolve

issues adequately and prevent future occurrences to the extent possible. Feedback mechanisms that

provide insight from potentially affected customers and audits are utilized to assess the effectiveness of the

remedy processes and to make necessary improvements. [ESRS S4 S4-4 par. 32c]

Keeping employees informed and engaged

OPAP Group keeps employees informed, educated, and engaged to ensure compliance with its policies and

practices. In 2024, OPAP:

• Informed new employees about the Responsible Gaming Policy, with materials available on the intranet.

• Conducted specialized Responsible Gaming training sessions for frontline employees with clinical

experts.

• Trained the contact center team (Online and Retail) to handle players with problematic behavior.

• Organized Responsible Gaming Workshops for key role employees.

• Held the first responsible gaming workshop for the Top Management Team, featuring a renowned clinical

expert sharing best practices.

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Empowering Retail Network on Responsible Gaming

OPAP’s agents and its broader retail network are crucial in implementing the principles of Responsible

Gaming and its respective policy. Hence, agents, PLAY stores venue managers and their employees are

trained on Responsible Gaming and particularly trained to identify a player’s problematic behavior, as well

as provide advice to mitigate the consequences of excessive playing and suggest relevant treatment referral.

Specifically, OPAP:

• Trained 485 new agents and agents’ employees and 162 new PLAY stores operators and their

employees on responsible operation.

• Overall, responsible gaming training programs have successfully reached 97% of the OPAP store

network and 99% of the PLAY Store network, emphasizing its commitment to responsible service

and operation standards.

• Through the establishment of the Responsible Gaming Ambassador, OPAP visited more than 1,110

OPAP and PLAY Stores, and trained agents and their employees on how to timely identify

problematic playing behavior and how to manage said customers.

• Enhanced the role of Responsible Gaming Ambassador to provide guidance to agents and PLAY

store operators for the appropriate management of players with problematic behavior so that they

can timely intervene, guiding players to accept professional assistance.

• Organized the 1st Responsible Gaming Workshop for retail agents in Athens and Thessaloniki.

OPAP’s Responsible Gaming Workshop was attended by more than 150 top OPAP Store and Play

Agents, who were informed about the best in class and innovative Responsible Gaming practices

to create a safe environment for its customers, both in its OPAP and PLAY network.

OPAP implements a Network Compliance Monitoring Process describing the structure, roles and end-to-end

process to ensure that OPAP’s Agency network complies with the legal, regulatory and contractual

framework. More specifically OPAP has established its Agencies Compliance Committee to manage with

transparency and consistency the Network’s compliance by implementing its applicable policies and

processes. The Compliance Committee takes immediate preventive, mitigating and repressive measures. It

may impose monetary sanctions to agents who committed evidenced violations, or it may propose to the

BoD to impose higher monetary sanctions, and/or temporary suspension of operation or even termination

of contract. [ESRS S4 S4-4 par. 34]

Key initiatives to inform and educate customers

The cornerstone of OPAP’s Responsible Gaming initiatives is its players, hence its efforts to provide all

necessary information related to its games, enabling them to make informed decisions about whether and

how to play, based on their individual preferences and circumstances. To that end, OPAP provides

continuous information on Responsible Gaming through:

• Responsible Gaming awareness campaigns communicated by the media and OPAP retail network,

• Games guides in retail stores, easily accessible by customers,

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• Informational material on the impact of excessive participation in the games of chance offered,

assistance touchpoints, self-assessment tests etc.

• Responsible Gaming messages on all play slips, coupons and other means used for the conduct of OPAP

games of chance

• Player’s protection process tools, implemented either by Players themselves (self-exclusion), by OPAP

and/or relatives (for online games and PLAY games)

• Control mechanisms in online games and PLAY games

• Cooling-off mechanisms and limit setting obligatory options.

In 2024, OPAP also introduced affiliate marketing, which is broadly used to promote products and services

of operators, as a channel of promoting RG messages. More specifically, it used affiliates sites to promote

its integrated Responsible Gaming awareness campaign. This was the first time in Europe that a gaming

operator utilized affiliates to promote Responsible Gaming principles and provide useful relevant advice and

guidelines to players. The primary target of this initiative was not only to raise RG awareness, but also to

educate the audience of potential bettors, by routing them to a designated website, which includes

Responsible Gaming related information and encourages them to take self-assessment tests that would help

them identify potentially problematic playing behavior. [ESRS 2 MDR-A par. 68d]

Initiatives focused on ensuring the privacy of personal data

The issue of personal data privacy and data protection is particularly important for delivering OPAP’s

products and services to its users. For this reason, in 2024, key actions were performed in alignment with

the Data Protection/Privacy Policy, such as:

• Implemented an annual compliance program to achieve effective monitoring of compliance with

the applicable legal framework for data protection and internal policies (such as the Data Protection

and Privacy by Design Policies) in line with the Information Security Management System adopted

and monitored by the Information Security Office.

• Conducted training of staff, focusing on call center personnel, due to their increasing interaction

with customers. Additionally, a mandatory online training course for all Agents and employees of

OPAP Stores/PLAY Stores was performed, focusing on their obligations when processing personal

data of customers in stores.

• Conducted risk assessments and audits, on a regular basis, in order to identify and prioritize data

security vulnerabilities and define appropriate risk treatment plans.

• Identified high-risk areas and performed data protection impact assessments for new activities and

updated Data Protection Impact Assessments for existing high-risk processing activities in order to

reassess changes in these activities and new risks. Relevant remediation actions have been

monitored via the JIRA Platform, which are assigned to each business owner.

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• Executed data processing agreements with all suppliers who act as data processors and several

controller-to-controller agreements and Standard Contractual Clauses in cases where disclosure of

personal data to/from business partners is required.

Engaging actions with stakeholders

As mentioned earlier, OPAP capitalizes every opportunity to ensure that the scientific institutions as well as

sectoral organizations (WLA and EL) are appropriately informed on the development of its responsible

gaming strategy. To that end, the Group constantly promotes dialogue and seeks to build consensus with

them. Specifically, in 2024 OPAP:

• Sponsored the Annual Conference of Students of Athens University of Economics and Business,

presenting the Safety Net Algorithm and OPAP's innovation in player protection.

• Presented the Safety Net Algorithm, RG e-mail detection robot, and Affiliates Initiative to the

Executive MBA of Athens University of Economics and Business.

• Participated in a panel discussion at the 7th Safer Gambling Week in Cyprus, sharing OPAP best

practices with regulators and industry experts.

• Shared insights at the SBC Summit in Lisbon on OPAP's social media campaigns for promoting

Responsible Gaming, focusing on customer safety.

• Demonstrated Affiliate Marketing for promoting Responsible Gaming at iGB Live in Amsterdam,

emphasizing customer safety within the Affiliates' Ecosystem.

• Showcased AI for proactive identification of excessive play at Beyond Expo Thessaloniki.

• At Playsponsible Academy in Austria, highlighted collaborative efforts with the Allwyn Group for

customer protection and the transformative potential of AI in the sector.

• Showcased AI for identifying excessive play at ICE in London, emphasizing the balance between

human interaction and AI for player safety and sustainability.

[ESRS S4 S4-4 par. 31c]

Assessing the effectiveness of actions

OPAP strives to ensure that its practices do not cause or contribute to material negative impacts on its

customers and users. This is achieved through regular monitoring of business activities, compliance with

relevant regulations, integration of player safety and data protection standards across all its products, and

preventive actions. Internal audits, risk assessments, and employee training are conducted to identify and

address potential risks, helping to mitigate any negative impacts that may arise from the company’s

practices. To that end the Group follows up on a set of metrics and has set specific measurable targets,

which can be found in the Metrics and targets paragraph of this section.

[ESRS S4 S4-4 par. 31d]

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OPAP Group has not received respective fines and sanctions

The company has not been involved in any litigation, nor has it been imposed with a fine for breaching

human rights during the reporting period. Continuous monitoring and the implementation of robust

policies, including data protection, privacy, and the protection of customers through Responsible Gaming

and responsible marketing practices, have contributed to ensuring that no fines have been imposed in 2024.

[ESRS S4 S4-4 par. 35]

OPAP allocates a team of 36 FTEs to the Corporate & Network Compliance, to Illegal Gambling and to

Responsible Gaming. Further the RG Team works closely with all Products Teams, with Marketing Team,

Research and Customer Insights Team and Customer Care Teams. [ESRS S4 S4-4 par. 37]

Metrics and targets

To effectively monitor and assess the performance of its Responsible Gaming strategy, the company utilizes

a set of key metrics. As presented below, these include the investments directed towards Responsible

Gaming (RG), the number and the percentage of new agents and their employees received training on RG,

the number of RG Ambassador and Field Operations team performed visits to OPAP Stores and PLAY Stores..

These metrics are regularly reviewed to ensure the effectiveness of the company’s efforts in promoting safe

and responsible gaming practices.

Metrics

2024

Number of new agents and agents’ employees trained on RG

647

Percentage of new agents and agents’ employees trained on RG (%)

100%

Number of Field Operations team's stores visits

10,238

[ESRS 2 MDR-M par. 75]

Number of new agents and agents’ employees trained on RG: The number of agents and their employees

trained in RG are gathered by the OPAP Retail Academy. All Agents and/or Operators and/or Store Managers

must be trained in RG.

Number of Field Operations team's stores visits: Field Operations visits are defined based on the OPAP

Network Compliance Auditing & Mystery Shopping Process. OPAP Stores and PLAY Stores to be visited as

part of the OPAP Network Compliance Monitoring Process plan spanning a 12-month period, in the context

of which the number of revisits that need to be performed and are included in the Intensive Monitoring

Lists, is also s. In order to ensure that a clear view of the level of network compliance will be acquired by

the end of the Compliance Auditing & Mystery Shopping Process, it has been decided that during the 12-

month period cycle, a proportional sample of OPAP Retail Network will need to be visited, depending on

the constraints of Geographical Distribution. The retail locations that have already been included in any of

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the Intensive Monitoring Lists prior to the commencement of the process are treated independently and

are therefore excluded from the sampling procedure.

Regarding the RG Ambassador visits, a visits strategy is decided on an annual basis, including a Focused List,

a Regular List and an ad-hoc List of OPAP and PLAY Stores. [ESRS 2 MDR-M par. 77a]

S4-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing

material risks and opportunities

In 2024 OPAP set clear targets, aligned with its Responsible Gaming (RG) policy to enhance player protection

and minimize excessive gaming behavior, which are in line with the company’s strategy to reduce potential

risks and ensure a safer gaming environment. Progress for these targets will be monitored and measured

from 2025 and onwards, depending on their time-horizon. It must be noted that the following targets apply

only to OPAP S.A., that is the only company of the OPAP Group that operates VLTs.

Targets

Time horizon

Cover 100% of VLTs players by expanding the AI Model in VLTs and

communication to VLTs players based on the results of the AI

Algorithm

Short-term

Engaging technology for Players’ Protection – Provide real time RG

information to 100% online players.

Medium to long-term

[ESRS S4 S4-5 par. 38a-c, 41a / ESRS 2 MDR-T par. 80a-c, 80e, 80f]

Cover 100% of VLTs players by expanding the AI Model in VLTs and communication to VLTs players based

on the results of the AI Algorithm: The AI Model will be implemented in VLTs with the following scope:

• Identify: VLT players under analysis with high probability to self-exclude based on their spend,

frequency, duration of sessions, and playing behavior in general.

• Predict: Develop candidate models and choose the best/ Test robustness and stability of the

model/Model scores customer base

• Validate: Predict high risk cases regularly/ Monitor actual self- exclusion rates Confirm prediction

power of the model.

After implementation of the Safety Net Algorithm in VLTs, OPAP will establish the Communication Plan to

VLT Players which includes personalized communication with RG principles. Communication Plan will be

completed within 2025.

Engaging technology for Players’ Protection – Provide real time RG information to 100% online players:

OPAP’s target to provide real time RG information to 100% online players will be enabled through the

introduction of the following tools:

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• My Account: New tab in MyAccount to display player activity information.

• Responsible Gaming profile: Ensure RG personalized information is accessible to Sales Force for

customer care agents' view.

• CRM Feature: Enhance RG Communications within the welcome journey (Pop-up notifications,

Interstitials etc.)

• Digital Feature (Virtual Assistance): AI Virtual Assistant to provide general RG information.

[ESRS 2 MDR-T par. 80d]

Targets are set through the close collaboration of the Responsible Gaming Team with the Online Team (Data

Analytics and Insights, Online Operations, Customer Care and Online acquisitions). The engaged internal

stakeholders closely collaborate with the Retail Team and set specific targets for Responsible Gaming and

Compliance, through meetings and discussion throughout the preparation of the Annual Business Plan.

Players are indirectly engaged in the target setting process through insights gathered from a dedicated

research study. These insights are utilized as a key input in developing OPAP’s action plan and aligning its

targets with player expectations and needs. [ESRS 2 MDR-T par. 80h]

Performance and progress toward the disclosed targets are currently systematically tracked and progress

will be reported via press releases and other external communications, during 2025. Additionally,

performance is evaluated in alignment with defined metrics to ensure continuous improvement and

alignment with corporate sustainability objectives. [ESRS S4 S4-5 par. 41c]

Cyber and Information Security

Background

OPAP Group has identified Cyber and Information Security as a material entity-specific topic (not currently

included in ESRS topical standards) which was addressed in its Double Materiality Assessment (DMA). The

Group identified the following material risk as an outcome of its DMA:

Sub-topic

Sub-sub-

topic

IRO

IRO description

Prevention of

breaches

Risk

Lack of proper and effective controls in Cyber and

Information Security may lead to compromise of the

operating environment of the Group (e.g. hacking of

systems affecting game credibility as well as incur

losses of personal data and intellectual property),

leading to litigation, financial and reputational risks.

Policies related to Cyber and Information Security

OPAP is committed to comply with the legal framework on protection of personal data, to the

confidentiality, availability and integrity of its information and operations and takes all required actions

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towards its protection. To safeguard the protection of personal and other sensitive data, its digital

infrastructure and operations, the company implements comprehensive data protection and information

security-related policies. More specifically, it implements policies to ensure compliance with the principle

of privacy by design and cyber security controls to prevent cyber security breaches, such as unauthorized

data retrieval, storage and accidental or intentional corruption, destruction or loss of information. Regular

reviews and updates of the policies are conducted to address emerging risks and adapt to evolving

technologies, with dedicated teams overseeing implementation and monitoring.

Group Information Security Policy

As part of its Information Security Management System (ISMS), OPAP has established the Group

Information Security Policy, applicable or adopted by all OPAP Group subsidiaries, employees, OPAP retail

network and contractors, including external parties, that potentially are affected as they have access to, or

are developing, acquiring or using any form of Corporate Information asset. The purpose of this policy is to

provide a set of general rules in order to ensure that information security risk is minimized and that any

information security incidents are effectively responded to. The Information Security Policy, that is available

to all employees through internal communication tools (e.g. intranet) defines the organization’s attitude to

information, designating it as a valuable organizational asset that must be protected from unauthorized

access, modification, disclosure or destruction. Responsibility for the policy falls under the Chief Technology

Officer.

The Group’s Information Security Policy includes several key policies to maintain a secure information

environment, aiming to:

• Ensure employees and contractors understand their responsibilities and protect the organization's

interests during employment changes.

• Identify and protect organizational assets according to their importance.

• Limit access to information and processing facilities, ensuring authorized access and accountability

for safeguarding authentication information.

• Define when and how encryption should be used, including key management and recovery

procedures.

• Prevent unauthorized physical access, damage, and interference to information and processing

facilities.

• Ensure secure operations of information processing facilities, protect against malware, preserve

recorded events, and prevent exploitation of technical vulnerabilities.

• Protect information in networks and during transfers within the organization and with external

entities.

• Integrate information security into information systems.

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• Protect organizational assets accessible by suppliers and maintain agreed levels of information

security and service delivery.

• Manage information security incidents effectively, including communication on security events and

weaknesses.

• Embed information security continuity in the organization's business continuity management

systems.

• Implement and operate information security in accordance with organizational policies,

procedures, and relevant legal requirements.

For the successful implementation of an ISMS, roles and parties involved in information security

management, to which relevant duties and responsibilities are assigned, must be defined. In the following

figures the Information Security Organizational Structure is outlined.

The Board of Directors carries final accountability for all business matters, including Privacy and Information

Security. Considering the criticality of Information Security, the Board delegates responsibilities to a

dedicated committee of executives, the Information Security Committee (ISC), in order to monitor and

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review the ISMS for its continuing suitability, adequacy and effectiveness, and to ensure that all

stakeholders affected by security considerations are involved.

The Committee, chaired by the CEO, convenes once per Quarter and at least twice (2) per year, or in any

case of urgent need (major incident) in order to identify significant trends and changes to OPAP’s

information security risks. Where appropriate, changes to the controls framework and/or policies are

proposed, for example by sponsoring major strategic initiatives to enhance information security. Moreover,

major security incidents are reviewed and strategic improvements to address any underlying root causes

are recommended, where necessary.

Also, each team of OPAP S.A. and each affiliated company shall appoint a Data Champion, who shall: :

• act as the liaison between the DPO and their teams to support on-going monitoring of the

company’s accordance with applicable data protection laws and regulations

• assist in monitoring and implementing future explanatory materials produced by the DPO

regarding the execution of the GDPR provisions

• raise awareness within the Team on the need to consult with the DPO or assess if a Data protection

Impact Assessment (DPIA) is required in case of new processing activities or changes to existing

ones

• participate in the process of handling a data breach, as described in the Personal Data Breach

Handling Process and in handling Data Subject access requests as described in Data Subject

Requests Handling Process

• provide feedback on the level of awareness and compliance of their teams and on additional or

special training requirements

Group Data Protection Policy

OPAP is committed to protecting personal data and to avoiding improper use of personal data. To that end

the Group Data Protection Policy describes the general principles that OPAP Group is implementing in order

to ensure compliance with current legislation and regulation regarding personal data protection.

Specifically:

• Data processing principles: Personal data may only be processed lawfully, and every data processor shall

ensure compliance with this policy and the relevant laws and regulations.

• Consent: Before any processing of personal data, the data subject must be duly informed and must give

his or her active, explicit and free consent.

• Information duty: The data subject requires adequate knowledge of the personal data being collected

and its purpose of processing, prior to giving its consent.

• Purpose of processing: Personal data may only be processed for the purpose indicated at the time of

collection, or as provided for by law.

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• Personnel files: The personnel file and personal data regarding employees are classified as "confidential"

information.

• Data quality: Any person processing personal data shall ensure that the data is correct and complete.

• Technical and Organizational Measures: OPAP Group takes all necessary technical and organizational

measures, in order to minimize the risk of accidental or intentional breach, destruction, or loss of

personal data.

• Data Protection Impact Assessment (DPIA): The purpose of the DPIA is to assess - evaluate the impact

of the processing and mitigate the risks to personal data. The DPIA must be carried out before any high-

risk processing activities are commenced.

• Disclosure to third parties: Personal data shall only be disclosed to third parties only if necessary.

• Cross-border disclosure of personal data to third countries: Personal data may be disclosed in third

countries outside the European Economic Area, only if the third country’s legislation provides for an

adequate level of data protection.

• Data storage and retention: Personal data shall only be stored for as long as it is required to fulfil the

purpose for which the data was collected.

This policy applies or is adopted by all OPAP Group companies, employees, OPAP retail network and

contractors, including external parties that can potentially be affected and creates a minimum standard for

processing personal data within the Group and defines all relevant responsibilities and accountabilities. The

executive management of OPAP Group entities is responsible for implementing this policy and shall provide

the necessary personnel and financial resources, while the Data Protection Officer is responsible for

coordinating data protection activities across the organization. The policy is publicly available for all internal

and external stakeholder groups.

The policy is in accordance with the EU General Data Protection Regulation 2016/679 (GDPR) and the

relevant Greek law on protection of individual from processing of personal data (L. 4624/2019), as

applicable, including any secondary legislation/opinions/decisions issued by the Greek Data Protection

Authority, any guidelines, recommendations and best practices issued by the European Data Protection

Board and any sectoral related legislation.

The Group Data Protection Policy was developed considering the interests of all data subjects, including

customers, employees and agents. Privacy by Design also seeks to assure all stakeholders that whatever

the business practice or technology involved, OPAP is in fact operating according to the stated promises

and objectives, subject to independent verification. Its component parts and operations remain visible and

transparent, to users and providers alike. [ESRS 2 MDR-P par. 65a, 65b, 65c, 65e]

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Certifications of Security Management

OPAP is certified with the International Standards, “ISO 27001 Information Security Management Systems

Requirements” and “World Lottery Association (WLA) Security Control Standard” which are both Global

benchmarks for safeguarding Confidentiality, Availability and Integrity of company information, combined

with industry-specific requirements of the WLA for games operational security and customer service

provision. The certifications cover the design, development, organizing, operation, handling and

management of National, Fixed odds and Mutual, Numerical and Sports Bets as well as Virtual Lottery

Terminals (VLT) operations. They are among the most acclaimed and demanding security standards

internationally affirming that OPAP products comply with the most demanding information security and

game integrity requirements, while showcasing its commitment to continuous improvement, which in turns

results to customer satisfaction. [ESRS 2 MDR-P par. 65d]

The Group Data Protection Policy was developed taking into account the interests of the employees, to the

extent protected by applicable law (e.g. GDPR etc.). Moreover, all data protection and cyber security-

related policies are available to all relevant audience through OPAPs Corporate Documentation Portal.

[ESRS 2 MDR-P par. 65f]

Actions and resources in relation to Cyber and Information Security

Due to the criticality of its operations, OPAP has in place a wide set of ongoing controls, actions and practices

to ensure information security according to the relevant policies, which specifically include:

• Regular risk assessments in order to identify cyber and information security vulnerabilities thus

defining, prioritizing and implementing appropriate risk treatment plans.

• Administrative and technical controls, to protect sensitive information, including intellectual

property, stored in electronic or physical state.

• Implementation of security by design practices in order to effectively ensure the protection of

information in all of its states (at rest, in use or in transit), based on a combination of technologies,

such as firewalls, intrusion detection and prevention systems and security information and event

management systems.

• Data centers’ physical and environmental security protection, with applied controls for ensuring

appropriate temperature and humidity conditions, protection against earthquakes and lightning

strikes, floods, fire detection and suppression, as well as Closed-circuit television (CCTV) systems,

thus ensuring 24/7 physical security protection.

• Physical access controls with 24/7 man guarding services for all building and data center facilities,

which enforce restrictions on identified higher risk areas containing sensitive or critical information.

• Controls on gaming systems, including hardware encryption devices, which ensure protection of

information stored in terminal machines and central database or transferred between systems.

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Within 2024, OPAP’s cyber security operations were performed successfully against its performance

indicators regarding service downtimes, security testing, security incident service level agreements and

security awareness. In regard to cyber security controls and mechanisms, OPAP has established a 24/7

Cyber-Security Operations Center for prompt notifications on security alerts and corresponding incident

response procedures, monthly automated scans on public facing OPAP Systems, simulating a “hacker’s eye”

on the corporate digital footprint, and has successfully addressed and closed any long outstanding findings

of cyber security audits.

Further to its on-premises cyber security policies and procedures in effect, OPAP strengthened its utilized

cloud services and incorporated the latest cyber security monitoring tools and platforms to support the

organization’s evolving technology landscape. Additionally, it implemented the Data Leakage Protection

(DLP) solution which is a security solution that identifies and helps to prevent unsafe or inappropriate

sharing, transfer, or use of sensitive data. This enables OPAP to monitor and protect sensitive information

across the organization. [ESRS 2 MDR-A par. 68a, 68b]

The key result of the aforementioned actions is that 534 alerts were identified by our Security Operation

Center and were handled and resolved by Cyber & Operations Security team. These alerts are potential

threats/breaches that were prevented timely. Regarding the collaboration with regulatory bodies, there

was no such case within 2024, apart from the notification to DPA regarding the incident affecting OPAP’s

online players that took place in April of 2024. This report covered all the details needed to describe the

specific incident (i.e. what happened, what was missing, immediate actions and next steps).

Key actions that took place to handle the incident affecting OPAP online players:

• On the same day of the incident, compromised players’ accounts were cancelled (“forced expiry”) and

players with active accounts were notified by SMS on the expiry of their passwords and the need to

change their password to log-in again.

• The lockout policy was adjusted due to a series of failed attempts, reducing the threshold from five (5)

to three (3) failed attempts. For a user to be unblocked they should contact OPAP’s Call Center for

verification to unblock their account.

• Dedicated alerts were established to notify in case of another unauthorized attempt or access based on

known Indicators of Compromise (IoC).

• Withdrawals via unverified payment means were fully blocked.

• Players were informed (including also players for which there was a suspicion of unauthorized access,

due to manual log-in that followed the attempts by threat actors) regarding potential unauthorized

access.

• Changes were implemented in web applications to ensure that in case of another attempt, no personal

data would be revealed through custom tools.

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• As a precautionary measure, OPAP implemented a threat intelligence service, which corresponds to

collect, analyze, and interpret data from various sources to provide actionable insights into potential

cybersecurity threats, to promptly alert the company to any potential malicious activity that is related

with OPAP's infrastructure and employees.

• As a security measure, OPAP implemented a transaction threshold per account for unverified credit

cards.

[ESRS 2 MDR-A par. 68d]

Additionally, in order to fulfil OPAP’s security objectives, the Cyber & Information Security team completed

39 projects within 2024 that included:

- Establishment of a business continuity/disaster recovery plan

- Implementation of a privileged access management tool

- Successfully received PCI-DSS certification (both for Online and Retail services)

- Implementation of a new vulnerability management tool in order to have all the information in one

unified platform

- Implementation of a Ransomware protection tool

[ESRS 2 MDR-A par. 68e]

Also, in 2024, a mandatory online training course for all agents and employees of OPAP Stores and PLAY

Stores was performed, focusing on the obligations of agents when processing personal data of customers

in stores.

Moving forward, in order to further enhance cyber and information security, and due to the criticality of

OPAP Group operations, OPAP will continue to implement on a long-term basis, annual awareness and

training sessions on cyber and information security for internal and third-party employees, including all the

latest cyber threats and good practices, are conducted. These sessions will be performed either through

induction class courses, OPAP’s e-learning platform and hybrid trainings. OPAP will also continue to conduct

training of its staff and key management personnel, and regular customized training sessions of call center

personnel, due to their increasing interaction with customers.

Metrics in relation to Cyber and Information Security

ΟPAP utilizes several key metrics at a group-level to evaluate the performance and effectiveness of its cyber

security measures in preventing data breaches, i.e. unauthorized access, corruption and loss of information.

As presented below, these metrics include the number of confirmed data breaches, split by category

(confidentiality, integrity, availability breach), the number of (substantiated) complaints received

concerning customer privacy breaches, and the number of complaints submitted to regulatory bodies.

Cyber & Information Security team ensures continuous monitoring by conducting quarterly internal

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assessments, reviews, and annual audits to identify vulnerabilities, take corrective actions, and continually

strengthen its information and cyber security position, therefore to minimize risks and protect sensitive

information.

Metrics

2024

Confidentiality Breaches

Integrity Breaches

Availability Breaches

Number of complaints concerning breaches of customer privacy received from outside

parties and substantiated by the organization

Number of complaints from

regulatory bodies

The confidentiality breach reported was identified, investigated and assessed. It can be rated as High. On

08/04/2024, OPAP S.A. Cyber & Information Security Team contacted NEUROSOFT S.A. team regarding

multiple attempts to log-in to multiple player accounts.

The incident was uncovered when an unusual number of players were locked out from their accounts. The

initial investigation of OPAP utilizing their internal system for managing players accounts (Player Account

Management – PAM) uncovered multiple attempts and accesses to multiple players’ accounts. Additionally,

during a later investigation, it was observed that money withdrawal was attempted in a few players'

accounts. OPAP’s Technology team performed an initial investigation into the relevant PAM service to

identify the root cause of the incident. The performed attack targeted players maintaining accounts at

OPAP’s web applications (pamestoixima.gr & opaponline.gr). The investigation was focused on the logs

related to those web applications.

After the incident was identified, OPAP took immediate response actions, described previously (section

“Actions and resources in relation to Cyber and Information Security”). In conclusion, the incident in

question did not impact the organization's infrastructure. All necessary measures were taken to protect

both the organization and its players. [ESRS 2 MDR-M par. 75, 77c]

The abovementioned metrics are quantitative and can be measured either via the company’s online

security tools that monitor its instance on a 24/7 basis (through alerts and investigation) or by complaints

that were received by customers or regulatory bodies. All critical systems are included in the

aforementioned monitoring process, so to have timely response to any incident that may occur. A typical

incident response methodology which includes the following is followed:

- Preparation: Establishing and training the SOC team and developing incident response plans.

- Detection and Analysis: Identifying potential security incidents through monitoring tools and alerts.

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- Containment, Eradication, and Recovery: Limiting the impact of the incident, removing the threat,

and restoring systems to normal operations.

- Post-Incident Activity: Reviewing the incident to improve future responses and update policies.

[ESRS 2 MDR-M par. 77a]

Tracking effectiveness of policies and actions through targets

OPAP Group has set specific group-level targets for its operations in Greece and Cyprus presented below, to

ensure the confidentiality, integrity, and availability of information in alignment with the company's policy

objectives. These measurable and absolute targets reflect the Group's commitment to maintaining robust

cyber and information security measures and addressing material risks associated with data security and

player trust.

Targets

Time horizon

Less than three (3) security incidents classified as critical with no publicity, in

2025

Short-term

Successfully complete five (5) security audits per year to uphold OPAP

Group’s security certifications

Short-Term

[ESRS 2 MDR-T par. 80a-e]

OPAP conducts regular reviews and updates of the targets to address emerging risks and adapt to evolving

technologies. This ensures that the targets remain relevant and effective in mitigating cyber security threats.

Based on the established policies and procedures as well as on the key past learnings, OPAP sets achievable

targets with the key objective of annually improving performance or maintaining successful track record.

[ESRS 2 MDR-T par. 80f]

Internal Stakeholders from the department of Cyber and Information Security as well as from the Data

Protection Office were engaged in the process of setting specific targets, during the preparation of the

Annual Business Plan, to ensure that these targets are relevant and achievable. [ESRS 2 MDR-T par. 80h]

Social Investments

Background

OPAP Group has identified Social Investments as a material entity-specific topic (not currently included in

ESRS topical standards) which was addressed in its Double Materiality Assessment (DMA). The Group

identified the following material impact and opportunity as an outcome of its DMA:

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Sub-topic

Sub-sub-

topic

IRO

IRO description

Support of the

well-being and

prosperity of

society

Positive

Impact

Support of the well-being and prosperity of

society (sport culture, NGOs/charities,

disadvantaged communities, etc.).

Support of the

well-being and

prosperity of

society

Opportunity

Companies, especially those in the gaming

sector, rely on community acceptance for

their operations. This factor can positively

position the Group when engaging with

various stakeholders.

Policies related to Social Investments

Corporate Sustainable Development Policy

With the growing focus on factors beyond financial profits and operations, OPAP Group has become

increasingly conscious of the impact its business activities have on society.

To that end, on March of 2025, OPAP Group published its Corporate Sustainable Development Policy that

is applicable across all its subsidiaries and operations in Greece and Cyprus and acts as a blueprint with

respect to the integration, governance and oversight of sustainability principles. The policy encompasses

OPAP sustainability and CSR strategies that are tailored to create positive impact for society, such as the

support of the well-being and prosperity of society that has been identified as a material positive impact,

and seize opportunities for the Group as they arise, particularly the material opportunity of placing the

Group on a positive position when engaging with various stakeholders, through community acceptance.

The implementation of the Corporate Sustainable Development Policy in regard to social investments is

regularly monitored through the number of societal support initiatives and the investments towards society

support and sports sponsorships, and stakeholder feedback through the monthly survey tracker, conducted

by OPAP, to enhance alignment with the Group’s broader sustainability goals.

The Corporate Sustainable Development Policy describes the four key priorities, namely “Partnering for

Impact”, “Empowering our People”, “Protecting our Players” and “Respecting the Environment”.

More specifically and with regards to social investment and therefore “Partnering for Impact”, OPAP

believes that its role in society transcends its business activities, making it its responsibility to support social

growth and prosperity. Thus, through this policy, OPAP commits to support and benefit underprivileged

social groups, mainly younger generations. To accomplish this, OPAP follows a coherent corporate

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responsibility strategy that is built on the pillars of health, employment, sport and sensitive social groups.

Through these pillars significant initiatives and societal programs are carried out, which contribute to the

well-being of the communities, across Greece and Cyprus, where OPAP Group operates. [ESRS 2 MDR-P par.

65a, 65b]

The Chairman and CEO of OPAP Group holds ultimate accountability for the implementation of the

Corporate Sustainable Development Policy and drives the sustainability strategy, while the responsibility

for the Group’s social investments lies with the Deputy CEO, who leads the Corporate Social Responsibility

Team (CSRT), headed by the Corporate Communications & Corporate Responsibility Director, who reports

back to the Deputy CEO. [ESRS 2 MDR-P par. 65c]

OPAP Group’s Corporate Sustainable Development Policy is available on its corporate website, ensuring

transparency for all stakeholders, including players, the retail network, and the public. In 2025, the policy

will be communicated internally through training programs and regular communications, ensuring

employees responsible for sustainability initiatives understand their roles. This structured communication

will ensure alignment across the organization. [ESRS 2 MDR-P par. 65f]

Stakeholder Engagement

OPAP is committed to understanding the needs and interests of its stakeholders and considers any concerns

that arise, with the aim of continuously improving its performance and monitoring its impact for long-lasting

value creation. In this regard, the Group conducts systematic and regular dialogue with its stakeholders to

respond to their needs and expectations, allowing their interests to inform the setting of the corresponding

policy and drive necessary amendments to the CSR strategy for the short, medium, and long term.

Additionally, OPAP Group in Greece involves its retail network in the design of local community social

investments. Through the development of the “Together for a Good Cause” program, the Group’s retail

partners across Greece propose their own ideas for the improvement of their own community and OPAP

undertakes the responsibility to prioritize and address them. The filtering of the proposals submitted by the

retail network is implemented in two main phases. The first phase is the review from the CSR team to select

those proposals that are more structured and aim to address significant social needs. The second phase is

to review this filtering with the retail team to ensure that the selected proposals come from committed

retail partners who will support in the implementation. Finally, the final selection is approved by the Chief

Retail Officer and the Deputy CEO. Equally, in cases of emergency situations (such as floods and wildfires),

OPAP engages its local network to assess the situation and address the most significant emerging social

needs.

OPAP Group invests in forming meaningful partnerships with NGOs and public bodies, to jointly leverage

opportunities to the benefit of communities across Greece and Cyprus. The design of sustainability

initiatives and programs draws input from NGOs and public bodies’ insights and proposals, which help

OPAP Group expand its contribution to the communities where it operates.

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Customers (players) and general public are a significant stakeholder group for OPAP Group sustainability

agenda. The company conducts regular surveys to understand their needs and expectations. Through their

feedback and specific insights, the company adapts and improves its initiatives for the community, aiming

to better address the key challenges of society. The Group takes into consideration the results of the surveys

in the design of the annual plan for Corporate Social Responsibility initiatives, to ensure that it addresses

significant social needs through dedicated programs that have an impact to the public. [ESRS 2 MDR-P par.

65e]

Actions and resources in relation to Social Investments

Corporate Social Responsibility (CSR) is an integral part of OPAP Group “Fast Forward” business strategy.

The initiatives and actions that comprise the Corporate Responsibility Strategy have as a focal point the

support to the younger generations and the sensitive social groups in Greece and Cyprus.

Throughout the years, a range of initiatives and efforts including the renovation of the two largest Pediatric

Hospitals in Greece, preventive health check-ups for population in remote areas of the country, essential

supplies to communities in need, supporting small and medium sized companies to create new jobs and

contributing to the welfare of children and young athletes in their journeys, prove OPAP Group’s dedication

to creating a positive social impact and contributing to the well-being of the society.

2024 Corporate Social Responsibility Initiatives

The OPAP Forward business program offers a unique opportunity to fast-growing Small Medium Businesses

by offering them specialized support (e.g., strategic guidance, training, etc.) to help them unleash their full

potential, generate new jobs and contribute to economic development. For the implementation of the

program, OPAP collaborates with the global non-profit organization Endeavor. In 2024, the program

welcomed 13 new SMEs from various high performing sectors. At the same time, the 81 companies

participating in the program have collectively increased their total turnover by more than €551 million.

In 2024, through the “Together for a Good Cause” initiative, OPAP implemented a total of 33 initiatives in

in 21 prefectures across Greece, reaching remote areas of the country, delivering medical consumables and

equipment to schools, food and clothes to churches and social groceries, etc. During summer 2024, OPAP

launched a second round of the program and invited its retail network once more to submit their proposals.

A total of 175 proposals were submitted, that are going to be reviewed and those that will be approved by

OPAP S.A. are going to be implemented during 2025.

After the devastating floods of 2023 in Thessaly region, OPAP undertook the initiative to renovate two (2)

facilities of Special Schools in Karditsa area. This project involved the renovation of the school complex that

houses the Unified Special Vocational Gymnasium Lyceum of Sofades and the Special Vocational Education

and Training Workshop of Sofades and renovation of the Special Kindergarten and Primary School of

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Karditsa. The overall goal of this initiative was to ensure that the schools meet the special educational needs

of more than 100 students and their teachers. The schools were renovated and delivered to the local

community before the start of the school year in September 2024.

In the summer of 2024, OPAP took significant steps to support the communities affected by the fires in

Attica. The company mobilized quickly to provide immediate relief and support to those impacted by the

disaster, in collaboration with “The Smile of the Child” organization and the Hellenic Red Cross. OPAP's

initiatives included the distribution of essential supplies such as bottled water, food, and medicine to the

affected areas.

OPAP, having acknowledged the need for health protection, offers free medical examination to children,

along with “The Smile of the Child” organization and in collaboration with local Medical and Dental

Associations and public carriers. In the framework of this specific initiative the mobile health clinic

“IPPOCRATES”, the Preventive Dental and Medical Health Mobile Unit, the Preventive Ophthalmological

Mobile Unit and the New Children’s Polyclinic by the "Smile of the Child", visit various areas across Greece

to offer a series of preventive examinations. In 2024, the program performed preventive health

examinations to more than 12,000 children across 53 different cities and villages of Greece.

The OPAP SPORTS LTD Academies program, which started in 2014, is an important investment in the future

of sports, supporting amateur football and basketball clubs throughout Greece. The program supports 120

amateur football academies, 80 amateur basketball academies and a total of 25,000 athletes aged up to 13

years old from all over Greece. In 2024, the program delivered sport equipment to all the participating

academies, while the program’s scientific team visited 80 sport academies in 50 different cities of Greece

and implemented educational seminars for 6,500 young athletes and 200 coaches.

For an 11

consecutive year, the Wishing Ornaments initiative, which is one of the most longstanding social

responsibility programs in Greece realized 6,000 children wishes for Christmas. Since the launch of the

program in 2014, a total of 67,951 children wishes have been realized with the participation of the public,

while OPAP has implemented more than 50 construction works and equipment reinforcement for the

institutions that have participated, across Greece, improving the living conditions of children in need.

OPAP Group firmly supports the participation of its employees in volunteering initiatives. In 2024, OPAP

employees cooked for 150 homeless people in Athens and distributed meals for those in need. In addition,

OPAP employees donated clothes for those in need, through the NGO Fabric Republic. Finally, OPAP people

Celebrated World Environment Day with 150 employees cycling on an electricity generating bike, to power

up an “OPAP World Environment Day” neon sign, ending up producing 20,328 Watts of energy.

Upcoming Corporate Social Responsibility Initiatives

Apart from the initiatives responding to extraordinary conditions and unless otherwise stated, all other

initiatives are recurring ones and expected to be continued in the next year.

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Specifically, OPAP aims to:

• Implement a total of 25 initiatives, through the “Together for a Good Cause” program, in 2025 and

another 25 until the end of 2026.

• Continue the implementation of the “OPAP Forward” program, to recruit at least 10 more small and

medium sized companies to the program.

• Realize during 2025, a series of big sport events across Greece, through the “OPAP Sport Academies”

program. These events will be designed to engage all young athletes that participate in the program and

will include football and basketball games without score, standings and referees, educational activities,

interactive and entertaining games, scientific and recreational activities for the parents and guardians

of the participating young athletes. More than 10,000 young athletes are anticipated to participate in

the “OPAP Sport Academies” events.

[ESRS 2 MDR-A par. 68a-c, 68e]

Metrics in relation to Social Investments

OPAP evaluates its performance and effectiveness in relation to its material positive impacts and

opportunities through key metrics as presented below, namely activities and initiatives aimed at supporting

society, investments made to support these efforts and sponsorships in sports.

Social impact initiatives

OPAP Group’s Corporate Social Responsibility donations and programs, that reach thousands of people in

Greece and Cyprus, have the common objective of catering to the urgent social needs, with specific focus

on the younger generations. To accomplish this, the Group follows a coherent corporate responsibility

strategy that is built on the pillars of health, employment, sport and sensitive social groups. Additionally, a

significant part of the Group’s social impact program are sports sponsorships, that reflect the company's

deep commitment to community well-being and sustainable development. By sponsoring a wide range of

sports activities and events, OPAP not only promotes physical health and active lifestyles but also ensures

the sustainability of sports in Greece and Cyprus, provides opportunities for local talents and strengthens

social bonds and community spirit.

Metrics and boundaries

These metrics help the organization assess its contribution to society’s well-being and prosperity,

strengthening in turn its social acceptance. This social trust is crucial in engaging with various stakeholders,

enhancing operational resilience and long-term business opportunities, and ultimately enabling OPAP

Group to continue supporting underprivileged social groups and society at large.

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Regarding the perimeter and boundaries of the metrics, they both refer to activities and initiatives mainly

in the areas of health, Employment, support of sensitive groups, and sports undertaken in Greece and

Cyprus by OPAP S.A., OPAP CYPRUS LTD and STOIXIMAN LTD, and consolidated at OPAP Group level.

Metrics

2024

Amount invested in society support and sponsorship of sports (million €)

41.6

Societal support activities/initiatives (number)

778

[ESRS 2 MDR-M par. 75, 77c, 77d]

Amount invested towards society support and sponsorship of sports (million €): On an annual basis the

Corporate Responsibility Team collects data across the Group on the various CSR and Sponsorship activities

conducted. The data includes the description of the activity, the name of the organization benefited from

the support, the value of contribution (in EUR), the value of activation (in EUR), the number of activities

implemented, and the source of data for traceability. Through this file OPAP Group has a clear and concise

view of social investment year on year and by company.

Societal support activities/initiatives (number): Information is sourced from the above report and

presented per pillar in the below chart.

[ESRS 2 MDR-M par. 77a]

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It is noted that the measurement of the abovementioned metrics has not been validated by an external

body other than the assurance provider. [ESRS 2 MDR-M par. 77b]

Tracking effectiveness of policies and actions through targets

OPAP has set the following social investment target, which supports and aligns its Corporate Sustainable

Development Policy objectives by addressing health, community welfare, economic growth, and local

employment. This target applies only to the companies of the Group that have social investment, namely

OPAP S.A., STOIXIMAN LTD and OPAP CYPRUS LTD.

Targets

Time horizon

Implement at least 50 initiatives for the social welfare

of local communities until 2026

Medium-term

Implement at least 50 initiatives for the social welfare of local communities until 2026: OPAP has

established the “Together for a Good Cause”, through which it invites the representatives of its retail

network (owners and employees in OPAP and PLAY stores) to submit their own proposals for good cause

initiatives in local communities, through an online form. From the proposals that have been already received

during the last months of 2024 and will also be received during 2025, OPAP CSR and Retail teams will select

throughout 2025, the most appropriate and impactful in terms of local benefit, regional importance,

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alignment with Group CSR strategic pillars and cost, in order to proceed to their implementation along with

its retail network. [ESRS 2 MDR-T par. 80a, 80b, 80c, 80e, 80f]

In the development, setting and approval of the target, OPAP has involved internal stakeholders from the

Retail team, by discussing and aligning the number of actions and the investment, as part of the

development of the Annual Business Plan, which includes this target. Also, OPAP considers the proposals

sent by the retail network across Greece, on specific local good causes that could be implemented. These

proposed initiatives are the key source, from which, the teams of CSR and Retail choose those that will be

implemented. [ESRS 2 MDR-T par. 80h]

Governance Information

ESRS G1 – Business Conduct

Background

OPAP Group has identified the following material impacts related to Business Conduct, as an outcome of

its Double Materiality Assessment (DMA):

Sub-topic

Sub-sub-topic

IRO

IRO description

Corporate Culture

Positive

Impact

Stakeholder satisfaction resulting from a

cultivated positive corporate culture

which is based on good governance and

risk management practices and the

provision of stable continuous services to

customers and the society at large.

Corruption and bribery

Prevention and

detection including

training

Negative

Impact

The absence or application of insufficient

policies in the Group and its network to

prevent unethical practices (e.g. training

of employees, network agents, and

players/ customers and suppliers),

corruption and bribery, money

laundering, can all contribute to the

negative effects associated with these

impacts (to the national economy) and to

the moral deterioration of society.

Corruption and bribery

Prevention and

detection including

training

Positive

Impact

The Group's Code of Conduct, Agents'

Code and Suppliers' Code aim at

proactively tackling incidents of unethical

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business practices thus contributing to

the moral values of society.

Corruption and bribery

Incidents

Negative

Impact

Multiple and significant corruption

incidents associated with the Group's

operations (employees, suppliers, agents)

can tarnish the reputation of the sector

and damage the ethical base of society's

values.

Governance

GOV-1 – The role of the administrative, supervisory and management bodies

Information regarding the role of the administrative, supervisory, and management bodies in regards to

business conduct matters, is presented under the respective ESRS 2 GOV-1 section [ESRS G1 GOV-1 par. 5a-

Impacts, risks and opportunities management

ESRS 2 IRO-1 – Description of the processes to identify and assess material impacts, risks and

opportunities

In the context of OPAP Group’s Double Materiality Assessment (DMA), a uniform methodology was used in

the process to identify material impacts, risks, and opportunities (including business conduct matters)

addressing its own operations and value chain in Greece and Cyprus. The methodology of the DMA is

presented in the respective ESRS 2 IRO-1 section. [ESRS G1 IRO-1 par. 6]

G1-1– Corporate culture and business conduct policies

Code of Conduct

OPAP Group’s Code of Conduct serves as the foundation for fostering a positive corporate culture by

promoting ethical behavior, integrity, and accountability across all levels of the organization. The Code of

Conduct has been reviewed and approved by the Chief Legal, Regulatory and Compliance Officer, who holds

the highest level of accountability for its implementation, while for STOIXIMAN LTD the Code of Conduct is

owned by the Compliance Officer.

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The Code of Conduct reinforces the company’s commitment to transparency and fairness, providing

guidance to its people (i.e. Board of Directors, Chief Officers, managers and employees) of what is expected

of their behavior and business conduct. Specifically, the Code covers the following thematic areas:

• Governing principles and company values

• Business ethics (anti-corruption, anti-bribery, anti-competition, etc.)

• Operational framework

• Personal and business integrity

• Protection of OPAP group assets and customers

• Respect for people, equal opportunities and diversity

• Whistleblowing policy

• Ensuring stakeholders’ awareness

The Anti-Bribery and anti-corruption policy is included in the Code of Conduct. As outlined in the Code,

fraud, bribery and corruption in all forms are illegal and unacceptable as they can have detrimental effects

on the company, the sector and society at large. The stakeholders of OPAP Group must not offer, provide,

accept, or promise, either directly or indirectly, any undue financial or other advantage to a public and/or

private official for the purpose of obtaining any favorable treatment or business advantage. Stakeholders

should immediately report any concerns of fraud, bribery and corruption in accordance with the

Whistleblowing Policy.

In addition to its internal Code of Conduct, OPAP Group has established separate Supplier and Agent Codes

of Conduct to extend its commitment to ethical business practices and conduct. These Codes specifically

address critical issues such as corruption, bribery, and money laundering, ensuring that all external partners

adhere to the same high standards of integrity. By doing so, the Group fosters a responsible and compliant

supply chain and retail network, reinforcing its efforts to combat unethical behavior and prevent any

corruption incidents within its organization and across its entire value chain.

The Code of Conduct and the Agents Code of Conduct have been approved by virtue of the Board of

Directors decision with the Chief Legal Regulatory and Compliance Office being responsible for its

implementation, who is also responsible for the implementation of the Group’s Code of Conduct. The

Suppliers Code of Conduct has been approved by the CFO, who is responsible for its implementation.

To ensure awareness of the Code of Conduct, OPAP promotes the Code to all its stakeholders (who are

expected to have formally acknowledged it), via email communication or referral online, where a current

copy is available through the OPAP website site and the Opapopen intranet. OPAP also conducts trainings

for new employees, in the context of their induction, and all employees, when the CoC is updated.

Respectively, the Agents Code of Conduct is promoted to all agents and is available through the

communication portals (i.e. OPAPNET/ OPAPNETPLAY). The Supplier Code of Conduct is attached to all

tenders with budget over €50,000 and all candidates are obliged to confirm compliance with all RFP terms,

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including the attached Supplier Code of Conduct, otherwise, according to a specific RFP term, the

submission of a proposal constitutes proof of full and unreserved acceptance of the terms and conditions

of the present RFP, including the Code. Although the Supplier Code of Conduct is not communicated to

candidates of tenders with a budget under €50,000, all suppliers are still obliged to declare their compliance

to all relevant fair labor (including human rights), environmental and health safety legislation as well as to

lawful operation, by submitting the Supplier Data Form.

As mentioned above, the Group establishes and fosters its corporate culture through its Code of Conduct,

by communicating its core values internally and by a means of regular training programs. Furthermore, the

Group’s corporate culture is evaluated through employee surveys on a yearly basis.

Internal Rules and Regulations

Internal Rules & Regulations, approved by the BoD and owned by the Chief of Legal and Regulatory

Compliance, aim at creating a solid, fair and ethical governance framework that will contribute to OPAP

Group’s positive reputation. They are also regulating the organization and functioning of the Group to

secure:

a) business integrity;

b) transparency of business activity;

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 Agreements.

In particular, the Internal Rules & Regulations include:

• BoD operating principles and member responsibilities.

• Notification of dependence on relationships.

• Legal, regulatory, and ethical compliance policies.

• Internal controls: audit, risk management, compliance.

• Periodic internal controls assessment.

• Organizational structure and team responsibilities.

• Senior Management recruitment and evaluation.

• Legal and regulatory compliance.

• Integrity of OPAP’s Online Games.

• Handling inside information and public communication.

• Disclosure obligations compliance.

• Related parties’ transactions compliance.

• Training policy for Board Members and executives.

• Corporate Sustainable Development Policy.

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The Internal Rules and Regulations together with the Code of Conduct show OPAP’s commitment to

maintain effective mechanisms for oversight, communication and awareness raising among employees and

to develop a corporate culture of ethics and honesty.

OPAP fosters a preventive culture based on the principle of “zero tolerance” in respect of the commission

of wrongful acts and enforce the principles of ethical and responsible behavior by all employees,

irrespective of their level.

Whistleblowing Policy

OPAP Group is committed to conducting its business with honesty, integrity and fairness and expects all

Stakeholders to maintain these high standards. A culture of openness and accountability is essential in order

to prevent situations of illegal or unethical conduct occurring or to address them when they do occur. To

that end, the Group has established the Whistleblowing Policy applicable for OPAP S.A and its subsidiaries

HELLENIC LOTTERIES S.A., TORA DIRECT SINGLE MEMBER S.A. and TORA WALLET SINGLE MEMBER S.A. An

equivalent whistleblowing policy applies for NEUROSOFT S.A., and the subsidiaries based in and in Cyprus

(OPAP CYPRUS LTD and OPAP SPORTS LTD), encouraging its employees to report valid allegations of known

or suspected alleged improper activities. Whistleblowing Policy is part of the Code of Conduct and therefore

accountability for the implementation of the policy remains to the same competent executive.

To further ensure the highest level of ethical and professional conduct and zero tolerance for illegal or

irregular actions, which affect the Group’s assets, reputation and compliance with its legal and regulatory

obligations, OPAP has updated the Policy in April 2023. The updated Policy is in compliance with Greek Law

4990/2022 and the Cypriot Whistleblowing Law, both transposing Directive (EU) 2019/1937 of the

European Parliament and of the Council on the protection of persons who report breaches of Union law,

and, while at the same time provides a framework for the timely detection of misconduct within the

operations of the OPAP Group Companies. The Policy aims to encourage people to report suspected

wrongdoing as occurs, in the knowledge that their concerns will remain confidential and be taken seriously

and investigated as appropriate, provide people with guidance as to how to raise their concerns, and

reassure them that they should be able to raise genuine concerns in good faith, without fear of retaliation.

As part of the Whistleblowing Policy, the Group has established internal procedures, to promptly investigate

business conduct incidents and potential violations, as appropriate ensuring that incidents will be reviewed

independently and objectively. [ESRS G1 G1-1 par. 10e]

Specifically, the Board has appointed a person responsible for the acceptance and monitoring of Reports

(RAMR) and a Deputy RAMR who have received the appropriate training. OPAP S.A. has established

reporting channels, which may also be used internally and externally and by the Group subsidiaries to the

extent permitted by law. In the context of Code of Conduct training, employees are informed about the

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respective processes and procedures to follow in the case they want to report an incident. Reports may be

submitted:

• via the reporting e-platform, accessible through the Company’s intranet and website,

• by e-mail to whistleblowing@opap.gr,

• by post/in person to OPAP S.A.’s/the relevant Group Company’s headquarters, in an envelope

marked “To the attention of OPAP/Group Company RAMR” or “Report of Law 4990/2022”, or

• directly to the RAMR, upon verbal/written/e-mail request for a personal hearing, which shall take

place within a reasonable period from the request’s submission.

The Group shall take into consideration and shall promptly and thoroughly investigate all Reports of

potential misconduct. More specifically:

• all Reports, which may be eponymous or anonymous, will be treated as confidential, unless

disclosure is necessary under applicable legislation

• all personal data will be processed in accordance with the GDPR and other applicable legislation

regarding data processing

• OPAP will not tolerate retaliation against persons who submit a Report in good faith.

• OPAP shall keep the reporting person informed about the progress and outcome of the

investigation, to the extent possible so that the investigation conducted is not jeopardized

• remedial actions will be taken depending on the nature and gravity of the misconduct or

circumstances reported and the results of the investigation, in accordance with applicable

legislation and the Company’s policies and procedures.

Complaints received under this Policy are reviewed under the oversight of the Audit Committee, by the

Company's Regulatory & Compliance Officer, the Internal Audit Team, or such other people as the Audit

Committee or the Regulatory & Compliance Officer determine to be appropriate, per case. For example, in

some cases the Audit Committee may appoint an investigator or team of investigators including people

with relevant experience of investigations or specialist knowledge of the subject matter.

Compliance Policy

OPAP is committed to maintaining, enhancing, and improving Compliance with corporate behavior as it is

reflected in the values and principles of the Code of Conduct and relevant policies and regulations.

The purpose of the Compliance Policy is to describe the commitments, principles, values, structure, roles

and outline the strategy of OPAP, which ensures that the company and retail network comply with the

applicable legal, regulatory and contractual framework. Therefore, this policy is only applicable to OPAP

S.A. that operates through a retail network, while in the Republic of Cyprus, OPAP CYPRUS LTD and OPAP

SPORTS LTD have dedicated procedures to comply with the respective legal requirements.

In this context, OPAP implements a Compliance Management System (CMS) certified under ISO 37301. The

objective of the Compliance Policy is to provide a framework in order to:

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• Identify, assess and prioritize key risks that result from non-compliance.

• Identify proactive measures that the Company takes so as to achieve compliance with the Company

and the Network with the applicable Legal & Regulatory framework.

• Estimate the level of controls that currently apply.

• Define accountabilities, roles and responsibilities for managing compliance risks.

• Define the way in which compliance is measured and reported.

• Monitor compliance and take measures in case of non-compliance or near misses.

• Provide a basis for future planning and audit.

Compliance is the responsibility of all employees regardless of their position within the Company.

Senior Management is responsible for the implementation of the Compliance Policy to their Teams,

supported and advised by the Legal, Regulatory and Compliance Team (LRCT).

The Legal, Regulatory and Compliance Team (LRCT) designs and oversees the Group’s legal, regulatory,

compliance, and responsible gaming strategies, actively contributing to the formulation of OPAP’s

corporate strategy overall, driving responsible business growth and ensuring the realization of the

Company’s corporate vision, goals, and culture. Moreover, LRCT develops and implements comprehensive

strategies to identify, assess, and mitigate legal and regulatory risks, ensuring the protection of OPAP’s

rights, assets and reputation. Further, it has established a structured system of policies and processes that

apply across the company and its Retail Network, proactively assessing and handling legal and compliance

risks related (but not limited) to the applicable legal framework and the designated Company’s

Commitments (e.g., ISOs, RG certifications). LRCT promotes a culture of ethics and integrity across the

Group, ensuring that all business practices adhere to the highest standards of legal and regulatory

compliance. In this respect it ensures that employees are informed on an ongoing basis about developments

in the legal and regulatory framework and policies, by establishing suitable annual training and educational

programs. LRCT issues its Annual Compliance and Responsible Gaming Report which is submitted to the

Board of Directors, and it ensures adherence to legal and regulatory reporting requirements.

Anti-money Laundering and Countering Terrorist Financing Policy

Acknowledging how the sector may be potentially vulnerable to funds of illicit origin channeled towards

the legal economy, the Group has adopted, in accordance with the relevant legal and regulatory framework

in force, its Anti-money Laundering and Countering Terrorist Financing (AML/CTF) Policy which sets forth

the required fundamental principles and rules to protect the Group and in general, the financial/

transactional system from risks related to ML/TF. This Policy applies to all customer facing gaming

companies of OPAP Group (OPAP S.A., HELLENIC LOTTERIES S.A., OPAP CYPRUS LTD and OPAP SPORTS LTD),

while STOIXIMAN LTD has its own Policy that adheres to the same legal obligations and rules. The Policy is

established and approved by the Board of Directors, thus setting the “tone from the top” within the

organization. With its AML/CTF Policy, the Group pursues the following goals:

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• Establishing a single framework, which will be notified to all stakeholders via the appropriate

means so that they all operate and respond in full alignment.

• Ensuring its compliance with the from time-to-time requirements of the competent Supervisory

Authorities.

• Supporting its strategic goal for sustainable and long-term development, through the protection of

its integrity, credibility, and reputation against its eventual involvement in ML/TF incidents.

OPAP Group complies with the standing legal framework and the Hellenic Gaming Commission’s Decision

no. 554/5/15.04.2021, as currently in force, which introduces detailed measures to prevent money

laundering and terrorist financing in the gaming sector. In order to achieve compliance and thus prevent,

detect and deter money laundering and terrorist financing, OPAP has put in place a comprehensive Anti-

Money Laundering and Counter Terrorism Financing (AML/CTF) compliance program consisting of the

following basic pillars:

• A system of internal policies, procedures and controls.

• A designated compliance function with a compliance officer.

• An ongoing employee/agent training program.

• An independent audit function to test the overall effectiveness of the AML program.

In its efforts to identify unusual and/or suspicious transactions and activities of entities that use its services

so as to prevent any ML/TF incidents, the Group takes a series of due diligence measures, scaled depending

on the quantity and quality of information required to be collected and processed, and performs various

tasks. The main component and condition regarding the sufficiency of the applied due diligence procedure

and the application of the respective measures pertains to knowing each customer/ player and agent/

Partner of the physical network with whom the Group establishes a business relationship (i.e. KYC - Know

Your Customer & KYP – Know Your Partner) and the transactions/ activities that they conduct (i.e. KYT –

Know Your Transaction).

There were several respective controls executed during 2024 that resulted in:

• Written warnings, the imposition of significant fines and commercial restrictions (e.g. rejection of

applications for expansion of cooperation and opening of new stores) to agents who were

identified to have violated relevant policies/ procedures.

• The submission of Suspicious Transaction Reports to the Hellenic Financial Intelligence Unit when

deemed necessary.

• The termination of relationships with customers from certain channels, who didn’t submit the

required “Know Your Customer” (KYC) documentation during the onboarding process or had

duplicate accounts.

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• The rejection of numerous player applications for granting of winning certificates due to suspicions

of money laundering or due to inappropriate “Know Your Customer” (KYC)

information/documentation.

The Board of Directors is responsible for appointing an AML Compliance Officer for OPAP S.A and HELLENIC

LOTTERIES S.A. respectively, having as their main mission to pursue the adherence of the companies to all

types of legislative/regulatory obligations on AML/CTF. The AML Compliance Officer is responsible for

managing all aspects of the AML/CFT compliance program including the designing and implementing the

program, making necessary changes and updates, disseminating information about the program’s

successes and failures to the BoD (e.g. through the semiannual Report or through ad-hoc updates if needed)

and key staff members, developing AML/CFT-related content for staff training programs and managing the

company’s adherence to applicable AML/CFT laws and regulations.

Similarly, the Board of Directors is responsible to appoint the Group AML Compliance Coordinator, having

as their main mission to coordinate the activities of the AML Compliance Officers of all Group Obliged

Persons in Greece, including agents, and share (with the AML Compliance Officers) relevant information,

where so required.

The Policy is notified to all involved personnel, by being posted on the intranet portal or via e-mail or the

use of any other suitable means, whereas the AML Compliance Officer sees to ensuring that a response is

provided to any query relevant to the Policy and that training is provided to the personnel involved.

Respectively, the Policy is communicated to OPAP’s agents via the relevant OpapNet portal, whereas a

suitably adjusted version is posted on its corporate website to be accessed by all other stakeholders (e.g.

investors, consumers, creditors, suppliers).

The Internal Audit Unit, being the suppressive pillar of the Company's Internal Control System, incorporates

the Policy and the internal processes deriving from it in its annual audit plan. In addition, it evaluates the

adequacy and efficiency of the measures taken by the Company, in order for the ML/FT risk to be identified,

assessed, monitored and managed.

In the context of AML/CTF, the AML Compliance Officer in collaboration with the Group’s Human Resources

and Retail Network Training Teams carry out targeted training programs. These programs cover key topics

such as relevant regulations, employee responsibilities, and company policies, tailored to suit the specific

needs of the audience.

OPAP’s line management is responsible for the day-to-today implementation of policies and Codes. [ESRS

G1 G1-1 par. 7, 9, 10a, 10c(i), 10c(ii), 10g / ESRS 2 MDR-P par. 65a, 65b, 65c, 65f / ESRS 2 MDR-A par. 68a-

During 2025, OPAP is working to publish a comprehensive anti-bribery and anti-corruption policy, aligned

with the United Nations Convention against Corruption, to provide a more detailed examination of these

matters and to formally record the anti-bribery measures that have already been established at OPAP. [ESRS

G1 G1-1 par. 10b]

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Functions that are most at risk in respect of corruption and bribery

Whilst a further analysis is expected to take place in 2025, OPAP has assessed the functions of the company

most at risk in regards to corruption and bribery, and considered a series of key-role

employees/departments for Anti Bribery training. Indicatively:

• Senior Management

• Procurement Team

• Online Acquisition

• Online Casino-Non-exclusive Products

• Sales Team (OPAP and PLAY Stores)

• Retail Engagement

• Ομάδα εγκαταστάσεων (Property & Engineering)

• Media & Communications

• Brand & Communications

• Customer Insights & Engagement

• Legal Regulatory & Compliance

• Public and Media Relations

• Sponsorships

• Strategic Research & Business Development

• Operational Finance

• Investor Relations

[ESRS G1 G1-1 par. 10h]

G1-3 – Prevention and detection of corruption and bribery

OPAP has established a three lines of defense control model in order to prevent, detect and address not

only incidents of corruption or bribery but also other matters regarding compliance with the Group's

policies and procedures. The Group's management constitutes the first line of defense responsible for the

application/implementation of policies/ controls. The Legal, Regulatory & Compliance and Risk

Management Teams perform the suitable assessment, mitigation actions for risks and monitoring). The

Internal Audit team performs the last line of defense duties.

Compliance with the anti-bribery and anti-corruption framework is monitored on a regular basis and the

results are reviewed by the Corporate and Network Compliance Team with the cooperation, if and

whenever necessary, with other competent teams.

Preventive measures also include training and awareness programs for all employees, and customers. For

detection, whistleblower mechanisms that allow employees or third parties to report concerns or incidents

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are in place. Moreover, OPAP engages with industry groups, law enforcement, and regulatory bodies to

stay abreast of anti-bribery and corruption best practices and emerging risks. Further, the company

established various policies and processes to prevent and timely detect corruption and bribery incidents

such as the instruction on payments management, instructions on cashier payments and collections,

incoming invoices management instruction, and suppliers’ compliance evaluation process.

In cases of verified misconduct, a stakeholder who commits bribery while on duty may be subject to civil

and criminal liability, in accordance with applicable laws as well as to termination of their service with OPAP

Group and to other disciplinary actions. [ESRS G1 G1-3 par. 18a]

OPAP ensures the impartiality of investigations under its whistleblowing policy by maintaining

confidentiality and protecting whistleblowers from retaliation. As described in the Whistleblowing Policy,

all reports are handled under the oversight of the Audit Committee, by the Company's Regulatory &

Compliance Officer, the Internal Audit Team, or such other people as the Audit Committee or the Regulatory

& Compliance Officer determine to be appropriate, per case, who operate independently from the

management team responsible for overseeing prevention and detection. This separation (segregation of

duties) helps ensure that investigations remain objective, unbiased and not influenced by those involved in

regular compliance activities. [ESRS G1 G1-3 par. 18b]

The Responsible for the acceptance and monitoring of Reports (RAMR) periodically informs the Board of

Directors and/or the Audit Committee with respect to the Reports received and their progress and shall ad

hoc inform the Board of Directors in case of an emergency or in case of serious violation. Similar procedures

are established for allegations or incidents not reported through the whistleblowing reporting process.

[ESRS G1 G1-3 par. 18c]

Finally, to address such incidents, OPAP has established the Whistleblowing reporting process. [ESRS G1

G1-3 par. 19]

Communication of Anti-Corruption and Anti-Bribery Policies

As also mentioned before in the chapter (Corporate culture and business conduct policies), OPAP

communicates its anti-corruption and anti-bribery policies through periodic training programs, internal

communications, and accessible documentation on the company’s intranet and website. Employees,

suppliers, and agents are required to acknowledge these policies via the Codes of Conduct, ensuring

awareness and compliance throughout the organization and its value chain. Regular updates and targeted

training sessions further reinforce these policies, keeping all stakeholders informed and engaged. [ESRS G1

G1-3 par. 20, G1-4 related to MDR-A]

Anti-corruption and anti-bribery training is mandatory for all OPAP employees, starting from Senior

Management and extending to all employees. Training methods include induction content for new hires

and annual one-hour e-learning modules. These themes are also covered in the Code of Conduct training

during onboarding and whenever the Code or e-learning is updated. Additionally, in 2025, on the occasion

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of the Code of Conduct update, all internal stakeholders, administrative, management and supervisory

bodies, as well as other own workers will be informed on procedures on suspicion/detection such as:

• Payments Management,

• Cashier Payments & Collections

• Incoming Invoices Management

• Procurement Policy

• Suppliers Compliance Evaluation Process

[ESRS G1 G1-3 par. 21a, 21b, 21c]

Metrics and targets

G1-4 – Incidents of corruption or bribery

The Code of Conduct strictly prohibits all employees from offering, soliciting or accepting gifts, donations

and any benefit related to the performance of their duties (neither in cash nor any other form). Offering

hospitality or tickets to events should be solely for the purpose of building business relationships. It is

important that gifts or hospitality never influence business decision-making processes, or cause others to

perceive them as some sort of influence.

In 2024 there were:

• no confirmed incidents of corruption and bribery (including money laundering and terrorist financing)

or pending lawsuits related to corruption and bribery, or relevant sanctions imposed by respective

authorities;

• no legal accusations of corruption filed against the company or pending accusations of corruption and

bribery or legal fines imposed on grounds of corruption against the company.

[ESRS G1 G1-4 par. 22, 24a, 24b]

The following metrics provide insight into the company's efforts to uphold ethical standards, prevent illegal

activities, and mitigate material impacts through training, detection, and intervention measures related to

business ethics and illegal gaming procedures.

Metrics

2024

Number of employees who have undergone business ethics and Code of Conduct

training

503

Percentage of functions-at-risk covered by training programs

100%

[ESRS 2 MDR-M par. 75, 77c, G1-3 DR 21b]

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Employees’ training on Code of Conduct: The number of employees who participate in business ethics and

Code of Conduct trainings serves as a key metric for assessing the effectiveness of the company's proactive

efforts in maintaining high ethical standards. These trainings equip employees with the knowledge to detect

and report potential misconduct, directly supporting the company’s commitment to preventing corruption

and unethical practices.

Percentage of functions-at-risk covered by training programs: Ensuring that the said teams are covered by

the training program on business ethics and Code of Conduct.

[ESRS MDR-M par. 77a]

Tracking effectiveness of policies and actions through targets

OPAP has set key targets to effectively monitor all activities that entail money laundering (ML), terrorist

financing (TF), fraud risk as well as corruption and bribery. These targets align with the Group’s respective

policies and its overarching strategy to maintain the highest standards of compliance and ethical behavior.

Moreover, these are quantitative targets entailing all Group operations, both within the organization and

its wider network, covering retail locations, online platforms, and partnerships.

Targets

Time horizon

Effectively monitor 100% of OPAP’s commercial activities regarding Money

Laundering and Terrorist Financing

Short-term

Train 80% of employees on the new e-learning module for the Code of Conduct in

2025.

Medium-term

[ESRS 2 MDR-T par. 80a-c, 80e]

Effectively monitor 100% OPAP’s commercial retail activities regarding Money Laundering and Terrorist

Financing: A dedicated AML/CTF platform has been acquired and turned into production mode, bringing

under one single “point-of-truth” all registered customers and their transactions, including also information

about its land-based agents. Through this platform the company has the ability, through carefully

developed rules and criteria, to automatically screen all of them and identify activities that are suspicious

for money laundering / terrorism financing. Moreover, the platform allows for the easy identification of

customers that are part of international sanction/PEP lists or a subject of prior investigation by the local

authorities.

In addition, the AML Team conducts supplementary manual checks and enhanced scrutiny prior to granting

winning certificate (which is used for justification of annual proceeds to the tax authorities) to winners

applying for it, and in case of suspicious track record of the applicant OPAP rejects the granting of this

certificate. Accordingly, the company applies EDD measures on certain registered players considered of a

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209

higher ML risk. The target is set only for the companies of OPAP Group that offer games of chance through

a retail network, namely OPAP S.A., OPAP SPORTS LTD and OPAP CYPRUS LTD.

Τrain 80% of employees in the new e-learning training on the Code of Conduct in 2025:

For the training target methodology, OPAP counts the active employees that successfully completed the

Code of Conduct e-learning training, and the test based on data coming from the OPAP Academy platform.

The target is set for OPAP S.A., HELLENIC LOTTERIES S.A., TORA DIRECT SINGLE MEMBER S.A., TORA WALLET

SINGLE MEMBER S.A., NEUROSOFT S.A., OPAP SPORTS LTD and OPAP CYPRUS LTD. [ESRS MDR-T par. 80f]

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OPAP S.A. Annual Financial Report 2024

PricewaterhouseCoopers SA, GEMI: 001520401000, T: +30 210 6874400, www.pwc.gr

Athens: 65 Kifissias Avenue, 15124 Marousi | 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 & 11 Othonos Amalias, 26223 | T: +30 2616 009208

Rhodes: 82 Afstralias, 851 00 || Volos: 1 Κ. Kartali, 382 21

211

[Business/Internal Use]

Translation from the original text in Greek

Independent Auditor’s limited assurance report on ORGANIZATION OF FOOTBALL

PROGNOSTICS S.A. Sustainability Statement

INDEPENDENT AUDITOR’S LIMITED ASSURANCE REPORT

To the Shareholders of ORGANIZATION OF FOOTBALL PROGNOSTICS S.A.

We have conducted a limited assurance engagement on the consolidated Sustainability statement of

ORGANIZATION OF FOOTBALL PROGNOSTICS S.A. (the “Company” or/and “Group”), included in

the section Sustainability Statement of the consolidated Board of Directors Report (the “Sustainability

Statement”), for the period from 01.01.2024 to 31.12.2024.

Limited assurance conclusion

Based on the procedures we have performed, as described below in the “Scope of work performed”

section of our report, and the evidence we have obtained, nothing has come to our attention that

causes us to believe that:

• the Sustainability Statement is not prepared in all material respects, in accordance with Article

154 of the Law 4548/2018, as amended and in force by Law 5164/2024 which incorporated into

Greek law Article 29(a)

of EU Directive 2013/34;

• the Sustainability Statement does not comply with the European Sustainability Reporting

Standards (“ESRS”), in accordance with Commission EU Regulation 2023/2772 of 31 July 2023

and EU Directive 2022/2464 of the European Parliament and of the Council of 14 December

2022;

• the process carried out by the Company to identify and assess material impacts, risks and

opportunities (the "Process"), as set out in Note “IRO-1 - Description of the processes to identify

and assess material impacts, risks and opportunities” of the Sustainability Statement, does not

comply with “Disclosure Requirement IRO-1 - Description of the processes to identify and

assess material impacts, risks and opportunities” of ESRS 2 “General Disclosures”;

• the disclosures in the section “ Disclosures pursuant to Article 8 of Regulation 2020/852 (EU

Taxonomy Regulation)” of the Sustainability Statement do not comply with Article 8 of EU

Regulation 2020/852.

This assurance report does not extend to information for prior periods.

Basis for conclusion

We conducted our limited assurance engagement in accordance with International Standard on

Assurance Engagements 3000 (Revised), “Assurance engagements other than audits or reviews of

historical financial information” (“ISAE 3000”).

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The procedures in a limited assurance engagement vary in nature and timing from, and are less in

extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained

in a limited assurance engagement is substantially lower than the assurance that would have been

obtained had a reasonable assurance engagement been performed.

Our responsibilities are further described in the “Auditor’s responsibilities” section of our report.

Our independence and quality management

We are independent of the Company throughout this engagement and have complied with the

requirements of the International Code of Ethics for Professional Accountants issued by the

International Ethics Standards Board for Accountants (“IESBA Code”), the ethical and independence

requirements of Law 4449/2017 and EU Regulation 537/2014.

Our audit firm applies International Standard on Quality Management 1 (ISQM1) “Quality Management

for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related

Services Engagements” and consequently maintains a comprehensive quality management system

that includes documented policies and procedures regarding compliance with ethical requirements,

professional standards and applicable legal and regulatory requirements.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our

conclusion.

Management’s responsibilities for the Sustainability Statement

Management of the Company is responsible for designing and implementing an appropriate process

to identify the information reported in the Sustainability Statement in accordance with the ESRS and

for disclosing this Process in note “IRO-1 - Description of the processes to identify and assess

material impacts, risks and opportunities” of the Sustainability Statement.

More specifically, this responsibility includes:

• Understanding the context in which the Company’s and the Group’s, activities and business

relationships take place and developing an understanding of its affected stakeholders;

• The identification of the actual and potential impacts (both negative and positive) related to

sustainability matters, as well as risks and opportunities that affect, or could reasonably be

expected to affect, the Company’s and the Group’s financial position, financial performance,

cash flows, access to finance or cost of capital over the short-, medium-, or long-term;

• The assessment of the materiality of the identified impacts, risks and opportunities related to

sustainability matters by selecting and applying appropriate thresholds; and

• Making assumptions that are reasonable in the circumstances.

Management of the Company is further responsible for the preparation of the Sustainability Statement,

in accordance with the article 154 of Law 4548/2018, as amended and in force with Law 5164/2024,

by which Article 29(a)

of EU Directive 2013/34 was transposed into Greek legislation.

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In this context, the Management of the Company is responsible for:

• Compliance of the Sustainability Statement with the ESRS;

• Preparing the disclosures in section “ Disclosures pursuant to Article 8 of Regulation 2020/852

(EU Taxonomy Regulation)” of the Sustainability Statement, in compliance with Article 8 of EU

Regulation 2020/852;

• Designing and implementing such internal control that management determines is necessary

to enable the preparation of the Sustainability Statement that is free from material

misstatement, whether due to fraud or error; and

• The selection and application of appropriate sustainability reporting methods and making

assumptions and estimates that are reasonable in the circumstances.

The Audit Committee of the Company is responsible for overseeing the Company’s sustainability

reporting process.

Inherent limitations in preparing the Sustainability Statement

In reporting forward-looking information in accordance with ESRS, management of the Company is

required to prepare the forward-looking information on the basis of disclosed assumptions about

events that may occur in the future and possible future actions by the Company and the Group. Actual

outcomes are likely to be different since anticipated events frequently do not occur as expected.

Our work covered the matters listed in the “Scope of Work performed” section to obtain limited

assurance based on the procedures included in the Program, as this is defined in this section. Our

work does not constitute an audit or review of historical financial information in accordance with

applicable International Standards on Auditing or International Standards on Review Engagements,

and therefore we do not express any other assurance than those listed in the “Scope of Work

performed” section of this report.

Auditor’s responsibilities

This limited assurance report has been drawn up based on the provisions of article 154C of Law

4548/2018 and Article 32Α

of Law 4449/2017.

Our responsibility is to plan and perform the assurance engagement to obtain limited assurance about

whether the Sustainability Statement is free from material misstatement, whether due to fraud or error,

and to issue a limited assurance report that includes our conclusion. Misstatements can arise from

fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence decisions of users taken on the basis of the Sustainability Statement as a whole.

As part of a limited assurance engagement in accordance with ISAE 3000 (Revised), we exercise

professional judgement and maintain professional skepticism throughout the engagement.

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Our responsibilities in respect of the Sustainability Statement, in relation to the Process, include:

• Performing risk assessment procedures, including an understanding of the relevant internal

control, to identify risks related to whether the Process implemented by the Company and

the Group to determine the information reported in the Sustainability Statement does not

meet the applicable requirements of the ESRS but not for the purpose of providing a

conclusion on the effectiveness of the Company’s and the Group’s internal control and

• Designing and performing procedures to evaluate whether the Process is consistent with the

Company’s description of its Process set out in note “IRO-1 - Description of the processes to

identify and assess material impacts, risks and opportunities” .

Moreover, we are responsible for:

• Performing risk assessment procedures, including an understanding of the relevant internal

control, to identify those disclosures that are likely to be materially misstated, whether due to

fraud or error, but not for the purpose of providing a conclusion on the effectiveness of the

Company’s and the Group’s internal control.

• Designing and performing procedures responsive to where material misstatements are likely

to arise in the consolidated Sustainability Statement. 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.

Scope of work performed

Our work involves performing procedures and obtaining evidence for the purpose of deriving a limited

assurance conclusion and covers exclusively the limited assurance procedures provided for in the

limited assurance program issued by the Hellenic Accounting and Auditing Supervisory Oversight

Board according to its decision dated 22.01.2025 (the “Program”), as it was formed for the purpose of

issuing a limited assurance report on the Company’s and the Group’s Sustainability Statement.

Our procedures were designed to obtain a limited level of assurance on which to base our conclusion

and do not provide all the evidence that would be required to provide a reasonable level of assurance.

PricewaterhouseCoopers S.A.

Certified Auditors

65, Kifissias Avenue

151 24 Marousi

SOEL Reg. No. 113

Athens, 19 March 2025

The Certified Auditor Accountant

Despina Marinou

SOEL Reg. No. 17681

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8. Dividend policy – Distribution to the shareholders

In relation to dividend distribution for the fiscal year 2024, the Company’s Management, after taking into

consideration the Company’s performance, its prospects and its investment plans, proposes the distribution

of dividend of € 1.402852798 per share before withholding taxes (according to the applicable tax legislation)

versus € 1. 601771387 per share for the year 2023.

It should be noted that the meeting of the Company’s BoD dated 29.08.2024, approved the distribution of

€ 0.602852798 per share as gross interim dividend for the fiscal year 2024.

Based on the aforementioned information, total dividend for the 2 comparable periods before applicable

withholding taxes, will be as follows:

2024

2023

Interim dividend

0.6029

1.0018

Final dividend

0.8000

0.6000

Total distribution

1.4029

1.6018

9. Number and par value of shares

All the shares issued by the Company are common shares.

The total authorized number of common shares on 31.12.2024 was 370,062,741 (370,062,741 on

31.12.2023) with a par value of € 0.30 per share (€ 0.30 in 2023).

All issued shares are fully paid.

10. Other

Branches

The Group owns a total of 3 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.., which are located in:

1. 108 Athens Avenue, Athens, which operates as a model store,

2. Fokon 11 and Kappadokias 0, Nea Filadelfia, Athens,

3. 54 Vassilis Olgas Avenue, Thessaloniki.

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

Final dividend for the fiscal year 2024

The Company's Board of Directors decided during its meeting on 18.03.2025 to distribute € 1.402852798

per share as total dividend for the fiscal year 2024 with € 0.602852798 per share having already paid as

interim dividend in November 2024.

Refinancing Transactions

The Company on 07.03.2025 extended the maturities of € 390,000 th. loans maturing in the period 2026-

2027 to that of 2031-2032. More specifically, a loan of € 250,000 th. (nominal amount € 250,000 th.)

maturing in March 2026 is effectively extended to March 2031, while a loan of € 140,000 th. (nominal

amount € 300,000 th.) with final maturity in May 2027 is similarly extended to May 2032.

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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-

31.12.2024

01.01-

31.12.2023

Δ %

Profit before interest, tax, depreciation and

amortisation (EBITDA) / Revenue (GGR)

36.2%

35.0%

3.6%

Profit attributable to owners of the Company /

Revenue (GGR)

21.2%

19.6%

8.2%

Profit before interest, tax, depreciation and

amortisation (EBITDA) / Net gaming revenue (NGR)

53.0%

50.8%

4.2%

Profit attributable to owners of the Company / Net

gaming revenue (NGR)

30.9%

28.4%

8.8%

Net debt

184,090

195,146

5.7%

Total debt / Total equity

111.8%

88.6%

(26.2%)

Net debt / Profit before interest, tax, depreciation

and amortisation (EBITDA) last twelve months

0.22

0.27

17.2%

Profit before interest, tax, depreciation, amortization and impairment (EBITDA) as a % of GGR

Calculated as the ratio of profit 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.

Profit before interest, tax, depreciation, amortization and impairment (EBITDA) as a % of NGR

Calculated as the ratio of Profit 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.

OPAP S.A. Annual Financial Report 2024

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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 / Profit before interest, tax, depreciation, amortization and impairment (EBITDA) last twelve

months

Calculated as the ratio of Net Debt (see above) over profit 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 2024:

• The Company’s Share Capital, following the resolution of the AGM of the Company dated

25.04.2024, was increased by € 92,516 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 € 0.25, i.e. from € 0.30 to € 0.55 to be followed by a share capital return of an equivalent

amount (€ 92,516 th.) through a reduction of the nominal value of each share of the Company

by € 0.25, i.e. from €0.55 to € 0.30, that was executed in cash on 01.07.2024.

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.

• The right of pre-emption to any share capital increase of the Company holding cash and the

assumption of new shares.

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• 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

31.12.2024 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 International AG

35.18%

Allwyn Greece & Cyprus Holding LTD

15.00%

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.

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7. Regulations concerning appointment or replacement of members of the Board of Directors and

amendment of the Statutes

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 3 times the paid-up capital

at 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 five-

year period for each renewal, starting at the end of the preceding five-year period. No such decision

of the General Assembly of the Shareholders is currently in place.

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 proceeded 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 took place for

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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 amount of share buy back executed during this period is approximately € 150,000

th., excluding relevant expenses. It is noted that the share buy back programme approved by the

General Assembly expires on 17.06.2025.

The Company holds as of 31.12.2024 11,459,263 treasury shares that were acquired during 2015,

2016, 2017, 2018, 2023 and 2024.

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, 18 March 2025

Jan Karas

Kamil Ziegler

Chairman and Chief Executive

Officer

Board Member

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III. Annual Financial Statements

The attached Financial Statements as at 31.12.2024 of the Group and the Company were approved by the

Board of Directors of OPAP S.A. (“BoD”) on 18.03.2025, following the Audit Committee (“AC”) review and

pursuant to the AC recommendation to the BoD dated 17.03.2025 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

31.12.2024 and 31.12.2023 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: 65 Kifissias Avenue, 15124 Marousi | 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 & 11 Othonos Amalias, 26223 | T: +30 2616 009208

Rhodes: 82 Afstralias, 851 00 || Volos: 1 Κ. Kartali, 382 21

225

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 at 31 December 2024, the separate and consolidated

income statement and statement of other comprehensive income, changes in equity and cash flow

statements for the year then ended, as well as notes to the separate and consolidated financial

statements, comprising material accounting policy information.

In our opinion, the separate and 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 2024, 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

We are independent of the Company and the Group in accordance with the International Code of

Ethics for Professional Accountants issued by the International Ethics Standards Boards of

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 ethical responsibilities in

accordance with the requirements of the IESBA Code, the Law 4449/2017 and the Regulation (EU) No

537/2014.

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 that we have not provided

non-audit services that are prohibited under Article 5 par. (1) of Regulation (EU) No 537/2014.

The non-audit services that we have provided to the Company and its subsidiaries, d during the year

ended 31 December 2024, are disclosed in the note 45 of 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 2024, Gross Gaming

Revenue amounted to €2.30 bn for the Group

and €1.48 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 2024, intangible assets

amount to €892.85 mln for the Group and €605.29

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 2024, goodwill amounts to €

340.38 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 2024, an

impairment charge was recognized with respect to

the intangible assets relating to the operations of

instant and passive lotteries of €7.4 mln and an

impairment charge of 2.3 mln was recognized with

respect to Tora Direct Single Member S.A.

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 2024 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 including the Management Report of the Board of Directors.

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 during 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 and provides the information referred to in items (a), (b), (e) and (f) of paragraph 1 of

article 152 of Law 4548/2018.

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 2024 is

consistent with the separate and consolidated financial statements,

● The Board of Directors’ Report has been prepared in accordance with the applicable legal

requirements of articles 150, and 153 of Law 4548/2018, excluding the sustainability reporting

requirements for which we have issued a relevant limited assurance report dated 19 March 2024

in accordance with International Standard on Assurance Engagements 3000 (Revised) “Assurance

Engagements Other than Audits or Reviews of Historical Financial Information”,

● 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.

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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

Board of Directors either intends to liquidate the Company and Group or to cease operations, or has

no realistic alternative but to do so.

The Audit Committee (article 44 of Law 4449/2017) of the Company is responsible for overseeing the

financial reporting process of the Company and the Group.

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, that have been

transposed into Greek Law, 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 that have been transposed into Greek Law, 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, by designing and performing 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 and methods 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

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financial statements represent the underlying transactions and events in a manner that achieves

fair presentation.

● Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the

financial information of the entities or business units within the Group as a basis for forming an

opinion on the consolidated financial statements. We are responsible for the direction,

supervision and review of the audit work performed for the purposes of the 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 continuously renewed by the decision of the

annual general meeting of shareholders for a total uninterrupted period of appointment of 6 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

Subject Matter

We undertook the reasonable assurance engagement to examine 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), and which include

the Company and the Group’s separate and consolidated financial statements for the year ended 31

234

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December 2024, in XHTML “213800M4NRGFJCI34834-2024-12-31-en.zip” format, as well as the

intended XBRL “213800M4NRGFJCI34834-2024-12-31-en.zip” file with the appropriate markup, on

the aforementioned consolidated financial statements , including other explanatory information (Notes

to the financial statements), (hereinafter referred to as the “Subject Matter”), in order to determine that

it was prepared in accordance with the requirements set out in the Applicable Criteria section.

Applicable Criteria

The Applicable criteria for the European Single Electronic Format (ESEF) are defined by the European

Commission Delegated Regulation (EU) 2019/815, as amended by Regulation (EU) 2020/1989

(hereinafter “ESEF Regulation”) and the 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.

In summary, these criteria provide, inter alia, that:

• 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.

Responsibilities of the management and those charged with governance

The 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 2024, 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 issue this Report regarding the evaluation of the Subject Matter, based on our

work performed, which is described below in the “Scope of Work Performed” section.

Our work was carried out in accordance with International Standard on Assurance Engagements 3000

(Revised) “Assurance Engagements Other than Audits or Reviews of Historical Financial Information”

(hereinafter “ISAE 3000).

ISAE 3000 requires that we plan and perform our work to obtain reasonable assurance about the

evaluation of the Subject Matter in accordance with the Applicable Criteria. In the context of the

procedures performed, we assess the risk of material misstatement of the information related to the

Subject Matter.

We believe that the evidence we have obtained is sufficient and appropriate and supports the

conclusion expressed in this assurance report.

235

[Strictly Confidential]

Code of Conduct and quality management

We are independent of the Company and the Group, throughout the duration of this engagement and

have complied with the requirements of the International Code of Ethics for Professional Accountants

issued by the International Ethics Standards Boards of Accountants (IESBA Code) that has been

transposed into Greek Law, and the ethical requirements of Law 4449/2017 and of Regulation (EU)

537/2014.

Our audit firm applies the International Standard for Quality Management (ISQM) 1 “Quality

Management for Firms that Perform Audits or Reviews of Financial Statements or Other Assurance or

Relates Services Engagements” and consequently maintains a comprehensive quality management

system that includes documented policies and procedures regarding compliance with ethical

requirements, professional standards and applicable regulatory requirements.

Scope of work performed

The assurance work we performed covers the subjects included in the No. 214/4/11-02-2022 Decision

of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and in the “Guidelines

in relation to the work and assurance report of Certified Public Accountants on the European Single

Electronic Reporting Format (ESEF) of issuers with securities listed on a regulated market in Greece”,

as issued by the Institute of Certified Public Accountants of Greece on 14/02/2022, so as to obtain

reasonable assurance that the financial statements of the Company prepared by the management

comply, in all material respects, with the Applicable Criteria.

Inherent limitations

Our work covered the items listed in the “Scope of Work performed” section to obtain reasonable

assurance based on the procedures described. In this context, the work we performed could not

absolutely ensure that all matters that could be considered material weaknesses would be revealed.

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

2024, in XHTML file format “213800M4NRGFJCI34834-2024-12-31-en.zip”, as well as the provided

XBRL file “213800M4NRGFJCI34834-2024-12-31-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 Applicable Criteria.

Athens, 19 March 2025

PricewaterhouseCoopers S.A.

Certified Auditors – Accountants

65, Kifissias Avenue

151 24 Marousi

SOEL Reg. 113

The Certified Accountant Auditor

Despina Marinou

SOEL Reg. No 17681

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OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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This page has been left blank intentionally.

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1. Statement of Financial Position

Amounts in thousands of euro

GROUP

COMPANY

Notes

31.12.2024

31.12.2023

31.12.2024

31.12.2023

ASSETS

Non - current assets

Intangible assets

892,847

930,483

605,288

674,583

Property, plant and equipment

36,233

45,470

34,759

44,183

Right-of-use assets

28,204

24,871

20,187

21,218

Investment properties

2,184

1,356

2,184

1,356

Goodwill

340,384

342,688

Investments in subsidiaries

446,412

Trade receivables

1,446

3,093

1,446

3,093

Other non - current assets

42,375

56,965

42,318

57,776

Deferred tax assets

13,782

14,860

Long – term investments

2,457

550

Total non - current assets

1,359,912

1,420,335

1,152,593

1,248,621

Current assets

Inventories

5,665

5,075

2,773

2,496

Trade receivables

86,715

104,259

31,325

50,668

Current income tax assets

12,674

12,738

Other current assets

40,352

66,791

31,482

43,864

Short – term investments

4,768

3,556

Cash and cash equivalents

490,099

487,334

139,494

149,953

Total current assets

640,274

679,751

205,074

246,981

Total Assets

2,000,187

2,100,086

1,357,667

1,495,603

EQUITY & LIABILITIES

Equity

Share capital

111,019

Share premium

12,966

105,482

12,966

105,482

Reserves

37,006

Treasury shares

(159,842)

(43,145)

(159,842)

(43,145)

Retained earnings

578,263

530,289

400,549

335,070

Equity attributable to owners of the

Company

579,413

740,651

401,699

545,432

Non-controlling interests

29,968

34,112

Total equity

609,381

774,763

401,699

545,432

Non-current liabilities

Borrowings

607,611

586,569

567,611

586,454

Lease liabilities

21,066

19,527

14,767

16,762

Deferred tax liability

118,676

123,087

44,232

44,724

Employee benefit plans

6,349

3,524

6,179

3,374

Other non-current liabilities

65,493

2,312

10,851

Total non-current liabilities

819,195

735,018

643,640

651,314

Current liabilities

Borrowings

44,497

73,976

75,711

61,804

Lease liabilities

8,241

6,512

6,397

5,658

Trade payables

207,514

201,501

94,561

87,695

Employee benefit plans

3,508

1,501

Provisions

3,614

12,291

3,567

12,244

Current income tax liabilities

127,198

119,047

57,462

59,984

Other current liabilities

180,547

173,469

74,629

69,971

Total current liabilities

571,611

590,305

312,328

298,856

Total liabilities

1,390,806

1,325,323

955,967

950,171

Total Equity & Liabilities

2,000,187

2,100,086

1,357,667

1,495,603

The attached notes on pages 243 to 344 form an integral part of Financial Statements.

OPAP S.A. Annual Financial Report 2024

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2. Income Statement

Amounts in thousands of euro

GROUP

COMPANY

Notes

01.01-

31.12.2024

01.01-

31.12.2023

01.01-

31.12.2024

01.01-

31.12.2023

Revenue (GGR)

2,296,170

2,087,710

1,477,135

1,394,006

GGR contribution and other levies and

duties

(726,116)

(651,937)

(452,798)

(425,167)

Net gaming revenue (NGR)

1,570,054

1,435,773

1,024,337

968,838

Agents' commissions

(418,613)

(407,337)

(353,878)

(343,538)

Other direct costs

(181,714)

(176,090)

(84,875)

(81,968)

Revenue from non-gaming activities

115,305

123,622

48,548

49,398

Income related to the extension of the

concession of the exclusive right 2020-

2030

234,988

232,577

234,988

232,577

Cost of sales related to non-gaming

activities

(62,122)

(64,896)

(120)

(402)

Payroll expenses

(104,267)

(92,628)

(77,814)

(70,589)

Marketing expenses

(142,569)

(123,356)

(56,959)

(51,988)

Other operating expenses

(179,092)

(197,292)

(96,820)

(121,740)

Net impairment losses on financial assets

(16)

(344)

(163)

Profit before interest, tax, depreciation

and amortisation (EBITDA)

831,954

730,029

637,463

580,425

Depreciation and amortisation

6,7,8,9

(135,215)

(133,555)

(109,579)

(104,741)

Impairment of intangible assets and

goodwill

6,10

(9,704)

(6,274)

Results from operating activities

687,035

590,200

527,884

475,684

Finance income

17,513

21,143

9,712

15,208

Finance costs

(26,789)

(41,250)

(22,234)

(25,058)

Dividend income

105,000

182,500

Profit before income tax

677,759

570,093

620,363

648,334

Income tax expense

(178,020)

(155,956)

(116,170)

(111,231)

Profit for the period

499,739

414,137

504,193

537,104

Profit is attributable to:

Owners of the Company

485,778

408,316

504,193

537,104

Non-controlling interests

13,960

5,821

Profit after tax

499,739

414,137

504,193

537,104

Basic and diluted earnings per share in €

1.3427

1.1196

1.3936

1.4728

The attached notes on pages 243 to 344 form an integral part of Financial Statements..

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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3. Statement of Comprehensive Income

Amounts in thousands of euro

GROUP

COMPANY

Notes

01.01-

31.12.2024

01.01-

31.12.2023

01.01-

31.12.2024

01.01-

31.12.2023

Profit for the period

499,739

414,137

504,193

537,104

Other comprehensive income - items that will not be reclassified to the Income Statement

Actuarial gains/(losses)

(199)

(179)

Related tax

13,40

(14)

(9)

Total items that will not be reclassified

to the Income Statement

(155)

(140)

Other comprehensive gain/(loss) for the

period, net of tax

(155)

(140)

Total comprehensive income for the

period

499,583

414,188

504,053

537,135

Total comprehensive income is

attributable to:

Owners of the Company

485,625

408,361

504,053

537,135

Non-controlling interests

13,958

5,827

Total comprehensive income, net of tax

499,583

414,188

504,053

537,135

The attached notes on pages 243 to 344 form an integral part of Financial Statements..

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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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

capital

premium

Reserves

Treasury

Retained earnings

Total

Non-controlling

interests

Total equity

Balance at 1 January 2023

109,003

165,148

36,334

(12,851)

745,147

1,042,781

32,653

1,075,434

Profit for the year

408,316

5,821

414,137

Other comprehensive income for the year

Total comprehensive income for the year

408,361

5,827

414,188

Transactions with owners of the Company

Share capital increase (Note 18)

2,016

103,838

105,854

3,300

109,154

Share capital increase/decrease expenses

(994)

Statutory reserve (Note 19)

672

(672)

Acquisition of treasury shares (Note 20)

(31,118)

Other movements following the KGL de-merger

(261)

1,636

1,374

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 21 & 28)

(621,292)

(9,304)

(630,595)

Total transactions with owners of the Company

2,016

(59,666)

672

(30,294)

(623,219)

(710,490)

(4,368)

(714,859)

Balance at 31 December 2023

111,019

105,482

37,006

(43,145)

530,289

740,651

34,112

774,763

Balance at 1 January 2024

111,019

105,482

37,006

(43,145)

530,289

740,651

34,112

774,763

Profit for the year

485,778

13,960

499,739

Other comprehensive income for the year

(153)

(2)

(155)

Total comprehensive income for the year

485,625

13,958

499,583

Transactions with owners of the Company

Share capital increase (Note 18)

3,960

Share capital increase/decrease expenses

(278)

Other movements following the STOIXIMAN LTD merger

923

(923)

Acquisition of treasury shares (Note 20)

(118,883)

Capitalization of share premium (Note 18)

92,516

(92,516)

Share capital return to the shareholders (Note 18 & 20)

(92,516)

2,186

(90,330)

Dividends provided for or paid (Note 21 & 28)

(438,296)

(21,139)

(459,435)

Total transactions with owners of the Company

(92,516)

(116,697)

(437,651)

(646,864)

(18,102)

(664,966)

Balance at 31 December 2024

111,019

12,966

37,006

(159,842)

578,263

579,413

29,968

609,381

The attached notes on pages 243 to 344 form an integral part of Financial Statements..

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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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 2023

109,003

165,148

36,334

(12,851)

420,891

718,525

Profit for the year

537,104

Other comprehensive income for the year

Total comprehensive income for the year

537,135

Share capital increase (Note 18)

2,016

103,838

105,854

Share capital increase/decrease expenses

(993)

Statutory reserve (Note 19)

672

(672)

Acquisition of treasury shares (Note 20)

(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 21 & 28)

(621,292)

Balance at 31 December 2023

111,019

105,482

37,006

(43,145)

335,070

545,432

Balance at 1 January 2024

111,019

105,482

37,006

(43,145)

335,070

545,432

Profit for the year

504,193

Other comprehensive income for the year

(140)

Total comprehensive income for the year

504,053

Share capital increase/decrease expenses

(278)

Acquisition of treasury shares (Note 20)

(118,883)

Capitalization of share premium (Note 18)

92,516

(92,516)

Share capital return to the shareholders (Note 18 & 20)

(92,516)

2,186

(90,330)

Dividends provided for or paid (Note 21 & 28)

(438,296)

Balance at 31 December 2024

111,019

12,966

37,006

(159,842)

400,549

401,699

The attached notes on pages 243 to 344 form an integral part of Financial Statements.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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5. Cash Flow Statement

GROUP

COMPANY

Amounts in thousands of euro

Notes

01.01-

31.12.2024

01.01-

31.12.2023

01.01-

31.12.2024

01.01-

31.12.2023

OPERATING ACTIVITIES

Profit before income tax

677,759

570,093

620,363

648,334

Adjustments for:

Depreciation & amortisation

6,7,8,9

135,215

133,555

109,579

104,741

Net finance costs

9,276

20,107

12,521

9,850

Employee benefit plans

2,585

1,847

2,589

1,807

Loss allowance for trade receivables

(65)

309

(69)

128

Derecognition of Markopoulo Park

(12,988)

Write-off of trade receivables

Other provisions

(6,922)

1,304

(6,923)

1,261

Provision for obsolete inventories

500

Impairment losses on intangible assets and goodwill

6,10

9,704

6,274

Dividend income

(105,000)

(182,500)

Reversal of loss allowance of other current & non-current assets

(Profit) / loss from sale of intangible assets, PPE and investment property

333

296

Rent concessions

(26)

(7)

(26)

Derecognition of grant related to capital expenditure of Markopoulo Park

(415)

Total

828,121

720,429

633,642

583,926

Changes in Working capital

(Increase) / Decrease in inventories

(1,091)

477

(777)

383

(Increase) / Decrease in receivables

47,405

(5,430)

41,010

16,813

Increase / (Decrease) in payables (except banks)

28,432

(12,341)

21,749

9,363

Total

902,867

703,134

695,625

610,485

Interest paid

(35,885)

(24,196)

(20,496)

(21,780)

Income taxes paid

(162,131)

(151,343)

(117,706)

(125,295)

Net cash inflow from operating activities

704,851

527,594

557,422

463,410

INVESTING ACTIVITIES

Proceeds from sale of intangible assets, PPE and investment property

1,506

Payment for acquisition of subsidiary

(14,063)

Repayment of loans by related & other third parties

1,402

1,983

1,402

1,983

Repayment of loans by subsidiaries

9,420

8,420

Proceeds from sale of subsidiary/associate

6,537

123,463

Share capital return from subsidiaries

129,000

Loans granted to related & other third parties

(1,325)

(636)

(1,325)

(636)

Loans granted to subsidiaries

(9,000)

(8,000)

Purchase of intangible assets

(25,882)

(25,134)

(19,425)

(23,050)

Purchase of property, plant and equipment

7,8

(6,879)

(4,536)

(5,979)

(3,918)

Dividends received

115,000

177,500

Interest received

10,684

10,520

3,578

4,721

Net change in long term & short-term investments

(3,119)

(472)

Net cash inflow/(outflow) from investing activities

(18,488)

92,630

93,676

287,526

FINANCING ACTIVITIES

Proceeds from borrowings from third parties

20,689

251,896

20,000

250,001

Proceeds from borrowings from subsidiaries

14,000

Repayment of borrowings to third parties

(30,093)

(380,092)

(30,001)

(380,000)

Repayment of borrowings to subsidiaries

(10,000)

Transaction costs related to borrowings

(1,500)

Proceeds from share capital increase of subsidiary from NCI

3,960

3,300

Share capital increase expenses

(278)

(994)

(278)

(993)

Payment of lease liabilities

(8,740)

(10,932)

(7,280)

(6,588)

Share capital return to the shareholders (excl. Treasury shares)

(90,465)

(163,374)

(90,465)

(163,374)

Dividends paid to Company's shareholders

(438,650)

(515,207)

(438,650)

(515,207)

Dividends paid to non-controlling interests in subsidiaries

(21,139)

(9,304)

Acquisition of treasury shares

(118,883)

(31,118)

(118,883)

(31,118)

Net cash outflow from financing activities

(683,598)

(857,323)

(661,557)

(848,779)

Net increase/(decrease) in cash and cash equivalents

2,765

(237,099)

(10,459)

(97,843)

Cash and cash equivalents at the beginning of the period

487,334

724,433

149,953

247,796

Cash and cash equivalents at the end of the period

490,099

487,334

139,494

149,953

The attached notes on pages 243 to 344 form an integral part of Financial Statements.

OPAP S.A. Annual Financial Report 2024

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

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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 AG (previously under the name of Allwyn International

a.s.)

, as at 31.12.2024 holds 50.18% (31.12.2023: 50.18%) 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 31.12.2024 were approved by the Board of Directors

on 18.03.2025 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

any appropriate means seven numerical lottery games (JOKER, LOTTO, PROTO, EXTRA 5, SUPER 3, KINO &

POWERSPIN), three sports and other betting games (PROPO, PROPOGOAL and STΟIΧIMA [which includes

MONITOR GAMES and GO LUCKY]), two new lottery games (BINGO and SUPER 4) and “Prognostika Agonon

Basket”, “Prognostika Agonon Omadikon Athlimaton” (these last four games have not been launched yet).

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.

OPAP S.A. Annual Financial Report 2024

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