internal rules & regulations/media/files/o/opap-ir/... · 2017-01-19 · thereof to the...

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For Internal Use Only OPAP S.A.

Internal Rules & Regulations

Code : GM.01.01_EN

Version : 1st /26.05.2016

1. SCOPE

This document describes the Internal Rules & Regulations of OPAP SA

2. FIELD

3. DEFINITIONS & ABBREVIATIONS Definitions & Abbreviations are included in Annex A of the present document

4. ASSOCIATED DOCUMENTS

Audit Committee Charter Remuneration and Nomination Committee Charter Internal Audit Charter Labor Regulation

Code of Conduct Responsible Gaming Policy

Special Declaration Form Hellenic Corporate Governance Code (HCGC)

5. FLOWCHART EXPLANATION

APPROVAL

Chairman & CEO of OPAP S.A.

Kamil Ziegler

General Legal Counsel

Anny Ketentzoglou

Administration Unit

Maria Nikolaidou

Compliance Officer

Dina Kouvelou

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CONTENTS

A. OVERVIEW 4

1. SCOPE OF THE COMPANY’S INTERNAL RULES & REGULATIONS 4

2. PERSONS OBLIGED TO COMPLY WITH THE COMPANY’S INTERNAL RULES & REGULATIONS 4

3. VALIDITY, AMENDMENT AND BREACH OF THE INTERNAL RULES & REGULATIONS 5

B. BOARD GOVERNANCE 6

4 BASIC BOARD OPERATING PRINCIPLES 6

4.1. BOARD OF DIRECTORS 6

4.1.1. COMPOSITION OF THE BOARD 6

4.1.2. BOD’S DUTIES AND COMPETENCES 6

4.1.3. EVALUATION OF BOD OPERATIONS 10

4.2. BOARD COMMITTEES 11

4.3. BOARD DIRECTORS’ SUPPORTING BODIES 11

4.3.1. INTERNAL AUDIT DIVISION 11

4.3.2. CORPORATE SECRETARIAT 12

4.3.3. CEO’S OFFICE 12

4.3.4. INVESTOR RELATIONS 12

5 OBLIGATIONS OF BOARD MEMBERS & EXECUTIVE OFFICERS 13

5.1. CONFLICT OF INTEREST 13

5.2. CONFIDENTIALITY 14

5.3. CORPORATE GOVERNANCE, RISK MANAGEMENT AND SYSTEM OF INTERNAL CONTROLS 14

6 PAY & FRINGE BENEFITS POLICY 15

6.1. DIRECTOR’S FEES 15

6.1.1. FEES TO NON-EXECUTIVE MEMBERS 15

6.1.2. FEES TO EXECUTIVE MEMBERS 15

C. COMPANY ORGANIZATION 16

7 DESCRIPTION OF THE ROLES OF COMPANY UNITS / DIVISIONS 16

7.1. ORGANIZATIONAL STRUCTURE 16

7.2. SEGREGATION OF DUTIES 16

D. COMPANY OPERATING PRINCIPLES 18

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7. HUMAN RESOURCES RECRUITING & PERFORMANCE APPRAISAL 18

7.1. RECRUITMENT 18

7.1.1. RECRUITMENT PROCEDURE OF MANAGEMENT EXECUTIVES 18

7.1.2. DEFINITION OF THE RECRUITMENT NEED 19

7.1.3. APPROVAL OF RECRUITMENT NEED 19

7.1.4. RECRUITMENT – SELECTION OF CANDIDATES 19

7.2. PERFORMANCE APPRAISAL / EVALUATION 19

8. CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY MANAGEMENT 20

8.1. CORPORATE SOCIAL RESPONSIBILITY POLICY 20

8.2. RESPONSIBLE GAMING POLICY 20

8.3. INTEGRATED QUALITY MANAGEMENT SYSTEMS 21

8.3.1. MANAGEMENT REPRESENTATIVE 21

8.3.2. QUALITY MANAGEMENT SYSTEMS DEPARTMENT 21

8.4. BUSINESS ETHICS AND CODE OF CONDUCT 22

E. MARKET ABUSE PROHIBITION AND RELATED PARTY TRANSACTIONS 23

9. PROHIBITION OF MARKET ABUSE AND NOTIFICATION OF TRADING IN THE

COMPANY’S SHARES 23

10. RELATED-PARTY TRANSACTION RULES 28

APPENDIX A – DEFINITIONS & ABBREVIATIONS 32

APPENDIX B - BUSINESS UNITS MAIN RESPONSIBILITIES 35

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A. OVERVIEW

These Internal Rules & Regulations of the company with corporate name “ORGANIZATION OF FOOTBALL PROGNOSTICS S.A.”, with distinctive title “OPAP S.A.” (hereinafter “OPAP S.A.” or “the Company”) were drawn up in accordance with the legislative regime governing the Company.

The Company’s Internal Rules & Regulations were enacted following the 1st Meeting of the Company’s Board of Directors on 19.01.2009 (Item 3), and were amended by subsequent Board decisions. The present document replaces and repeals all previous versions.

These Internal Rules & Regulations were approved and brought into effect by decision of the Company’s Board of Directors (hereinafter also referred to as the “BoD” or the “Board”) of 26.05.2016. Moreover, the Internal Rules & Regulations have been tailored to reflect the Company’s size, its corporate objective, the principles of modern organization and the Company’s organizational chart.

1. Scope of the Company’s Internal Rules & Regulations The Company’s Internal Rules & Regulations aim at regulating the organization and functioning of the Company to secure:

a) business integrity; b) transparency of business activity; c) control over management and how management decisions are made; d) compliance with the legislation and the obligations deriving from the Concession

Agreement. In particular, the Internal Rules & Regulations include:

The organizational structure and main competences of the Company’s internal Units, as well as the relationship among the Units of the Company, and between the Units and the Company’s Management;

The competences of executive and non-executive members of the BoD and of its committees;

Company Management recruitment and performance evaluation procedures;

The rules governing insider trading and monitoring thereof, the transactions between associated companies, monitoring of these transactions and appropriate disclosure thereof to the Company’s bodies, key Management personnel and shareholders.

These Company Internal Rules & Regulations are notified using all expedient means to the Company’s staff, Management Executives and, in general, to persons who are bound by them.

2. Persons obliged to comply with the Company’s Internal Rules & Regulations

The Internal Rules & Regulations contain binding principles and rules of conduct for:

The members of the Company’s Board of Directors;

Other Company Chiefs of Units, Division Directors and Department heads;

The Company’s staff in general, who have entered into an employment contract, and also

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The associates of the Company who provide their services by virtue of independent service agreements or works contracts, provided that they concern a partnership based on a special relationship of trust or provided that their cooperation agreement with the Company entails that they explicitly fall under these Internal Rules & Regulations.

The organizational and operating principles of the Company define the framework on the basis of which the Company’s organization is established and its activity is developed, while they entail specific obligations lying on the persons covered by these Internal Rules & Regulations when carrying out their work.

All the above persons are directly bound by the provisions of these Internal Rules & Regulations and are obliged to diligently perform their specific duties, within the context of their position in the Company, specified in their contract with the Company (employment contract or independent service agreement), the Articles of Association, the decisions of the Company’s BoD and other applicable policies of the Company.

3. Validity, amendment and breach of the Internal Rules & Regulations The Internal Rules & Regulations are drawn up, implemented and amended by the BoD. These Internal Rules & Regulations and all amendments thereof enter into effect automatically on the day following the date of their approval by the BoD.

By exception, organizational structure changes will be immediately effected following the approval of the CEO and will be depicted accordingly in the Internal Rules & Regulations annually.

Proposals for amendments can be made at any time, by any member of the BoD or Company Management Executive, to the CEO, who may decide to make a recommendation to the Company’s BoD.

Failure, by persons obliged, to adhere to the Internal Rules & Regulations will be reported by the Internal Audit Division to the CEO and will be addressed on the basis of applicable provisions of the law and the Company’s Code of Conduct.

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B. BOARD GOVERNANCE

4 Basic Board Operating Principles

4.1. Board of Directors

4.1.1. Composition of the Board According to the Company’s Articles of Association, the Board of Directors may not comprise more than thirteen (13) or less than seven (7) members. The Shareholders General Assembly Meeting, that is the competent body for electing the members of the Board of Directors, is also competent to determine the number of members of the Board of Directors, as well as to increase or decrease such number by making the necessary amendment to the Company’s Articles of Association. The Shareholders General Assembly Meeting may also elect substitute members to the Board of Directors, up to a number equal to that of the elected ordinary members of the Board of Directors.

The Company’s Board of Directors comprises executive and non-executive members, who are determined as such by decision of the Board of Directors. Executive members are those who deal with day-to-day issues relating to the management of the Company, while non-executive directors are responsible for promoting the entirety of corporate affairs in general. The BoD is composed of a majority of non-executive board members (including independent non-executive members). At least two out of the BoD non-executive members should act as Independent Members, following a relevant decision of the Company’s Shareholders General Assembly Meeting.

The Company operates under a corporate diversity and inclusion principle which is reflected in its Diversity Policy. The Board facilitates and promotes diversity, in its broadest sense, to help propel the Company’s success.

Resignation or in any way loss of membership of a BoD member, as well as replacement of BoD members are governed by the applicable provisions of the Law and the Articles of Association.

4.1.2. BoD’s Duties and Competences The Board of Directors is the competent Company body for deciding on all matters relating to the management of the Company, of its assets, of its corporate affairs and of the achievement of its objectives. Within the boundaries set by the law and the Company’s Articles of Association, the Board of Directors decides upon all corporate issues, within the Company’s scope, with the exception of those issues that belong to the exclusive competence of the Shareholders General Assembly Meeting.

The BoD is charged with managing, running and representing the Company, and making decisions about the strategy and policies to be implemented, to ensure smooth Company operations. Its duties include making decisions and being responsible for carrying out full and effective audits on all Company activities, managing its assets and directing corporate affairs. The BoD also represents the Company in and out of court.

The BoD’s specific responsibilities include:

Monitoring the effective implementation of governance rules,

Determining the strategy, preparing business plans and the annual budget, and monitoring, amending and adjusting them.

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Ensuring the suitability and comprehensiveness of the Company’s accounting and financial systems and the unimpeded operation of effective auditing mechanisms.

Ensuring the reliability and comprehensiveness of published or unpublished financial statements.

Ensuring that an effective system is in place for evaluating business risks and deciding on prudently managing them.

Ensuring transparency in the Company’s business activities in general.

Ensuring that there is a satisfactory process for monitoring the compliance of the Company with relevant laws and regulations.

Determining the Company’s general pay policy.

Selecting, appointing and replacing Management Executives, evaluating their work and determining appropriate levels of remuneration.

Managing cases of conflicts of interest between members of the Board of Directors or shareholders or other related parties and the Company’s interests.

Delegating competences to the CEO and the Company’s Management Executives.

Facilitating the work of the Company’s internal auditors in all appropriate ways by delegating their supervision to the Audit Committee.

The Board of Directors oversees the implementation of the general policies of the Company by Management Executives.

4.1.2.1. The Chairman of the Board of Directors

The Board of Directors shall appoint as Chairman an individual among its members. The Board may appoint the same person as both Chairman and Chief Executive Officer (CEO).

The Chairman presides over meetings of the Board of Directors, organizes and directs its work, and reports on it to the ordinary Shareholders Assembly Meeting.

The Chairman’s competences are indicatively outlined below:

Chairing and ensuring that Board meetings constitute a forum where open debate and effective contribution from individual Directors are encouraged, with sufficient time allocated to key issues;

Encouraging dialogue between the Company and its Shareholders and other stakeholders, and facilitating the Board’s understanding of Shareholders’ and other stakeholders’ concerns;

Overseeing the induction, information and support provided to directors; and

Leading the annual performance evaluation of the Board and its Committees;

Determining the items of the agenda (including items that may have been recommended by the Vice-Chairman or any other member of the BoD), scheduling meetings in a way that ensures that the majority of BoD members are present, and sending members the necessary material to assist debate and decision-making in due time;

Ensuring that the BoD complies with its obligations towards Shareholders, the Company, the supervisory authorities, the law and the Articles of Association of the Company;

Where a resolution of the BoD is issued, he may also represent and bind the Company.

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4.1.2.2. The Vice Chairman of the Board of Directors The Board of Directors may appoint one (1) or two (2) Vice-Chairmen, among its members and grant them special powers. At least one of the Vice-Chairmen of the Board of Directors shall participate in the Remuneration & Nomination Committee and perform the duties set out in the Charter of the Committee.

4.1.2.3. The Chief Executive Officer (CEO) and Executive Members of the Board of Directors

The CEO, is vested with all powers necessary to act in all circumstances on behalf of the Company. He exercises these powers within the limits of the corporate purpose, in accordance with the rules set forth by the law and the Articles of Association of the Company, and subject to the relevant resolutions of the Shareholder Assembly and the Board of Directors.

The CEO, per his role, is also in charge of all Company departments, directs their work, makes the necessary decisions within the context of the framework governing the Company’s operations, the approved projects and budgets, Board decisions as well as the Business and Strategic Plan.

The CEO’s competences indicatively include:

Supervising Company business and financial policy;

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

Monitoring internal organization and taking appropriate measures to promote and make good use of the staff; proposing that the BoD approves the drafting of new regulations, organizational charts;

Approving staff recruitment, as appropriate;

Defining, in cooperation with the BoD and the Executive Management, the strategic targets of the Company;

Setting the targets and KPIs, and monitoring the performance of the Company’s Management;

Having the power to delegate the day-to-day management of the business of the Company to each of the Officers of the Executive Committee, acting individually, jointly or as sub-committee;

Having the power to acquire and dispose of businesses and to approve unbudgeted capital expenditure projects, subject, in each case, to a limit per transaction defined by the BoD;

Having the power to represent and bind the company against third parties for the signing of payment orders, bank checks, payment of salaries, insurance contributions, payment of taxes and fees of any nature to the State; and

Having the power to represent the company judicially and extrajudicially, and to sign every document from or addressed to the Company, to instruct advisers and to instigate legal proceedings on behalf of the Company in respect of matters for which no further collective Board authority is required by the law or the Articles of Association;

In general, the CEO checks the day-to-day operations of the Company and supervises how each Unit performs its tasks.

Executive members of the BoD, other than the CEO, are responsible for and charged with implementing decisions of the BoD and for constantly monitoring Company operations.

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4.1.2.4. Non-Executive Members of the BoD

Non-executive members of the BoD do not perform executive or managerial duties, but contribute by helping the BoD as follows:

Constructively challenging and helping in developing strategy proposals;

If necessary, submitting reports individually or jointly, separately from the BoD reports, to the Shareholders’ Assembly Meetings;

When appointed by the BoD, participating in BoD Committees or any other working group or ad hoc committees formed from time to time, and performing the duties assigned to them in such committees;

Providing international and operational experience, and knowledge and understanding of global financial issues, the sectors in which OPAP operates and challenges it faces;

Managing conflicts of interest; The independent non-executive members of the Board of Directors are appointed by the Company’s Shareholders General Assembly Meeting and should not, during their term of office, have a shareholding stake more than 0.5% of the Company’s share capital and should not have any relationship of dependence with the Company or its affiliated entities, within the meaning of Article 4(1) of Law 3016/2002. Indicatively, a relation of dependence is considered to exist when a Board Member:

is (as stipulated in Law 3016/2002) or has been an employee, senior executive or Chairman of the Board of the Company or its subsidiaries within the last three years;

receives or has received during the twelve (12) months prior to his/her appointment any compensation from the Company other than the board membership fees approved by the General Assembly Meeting of the Shareholders;

has (as stipulated in Law 3016/2002) or has had within the past year a material business relationship (of more than €200,000) with the Company or its subsidiaries, particularly as a significant client, supplier or consultant of the Company, or as a partner, shareholder, Board member or senior executive of an entity that has such a relationship with the Company or its subsidiaries;

has been an external auditor of the Company or its subsidiaries or has been a partner or employee of a firm that provides external auditing services to the Company or its subsidiaries within the last three years;

has (as stipulated in Law 3016/2002) a second degree kinship with or is the spouse of a non-independent Board member, senior executive, adviser, or significant shareholder of the Company or its subsidiaries;

controls directly or indirectly, through related parties, more than 10% of the voting rights of the Company or represents a significant shareholder of the Company or its subsidiaries;

has served as Board member for more than twelve (12) years from the date of his/her first election.

The Board of Directors examines once per year, on a case-by-case basis, the compliance of each of its idependent members with the criteria stated above.

The independent members of the Board of Directors may submit reports and other separate statements than those submitted by the Board to the General Assembly Meeting of the Company's Shareholders, if they deem such submission is necessary.

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Within twenty (20) days from the formal establishment of the Board, the minutes of the General Assembly Meeting of the Shareholders, having elected the independent members of the Board of Directors, shall be submitted before the Hellenic Capital Market Commission (HCMC) together with the minutes of the Board of Directors which specify the capacity of each member (executive or non-executive), or whether a temporary independent member is elected as substitute of another member who resigned, passed away or was demoted for any reason whatsoever.

4.1.2.5. Board Membership Selection Process

The Board itself is responsible for selecting its own members and in recommending them for election by the Shareholders. The Board delegates the screening process involved to the Remuneration & Nomination Committee. To assist in the identification and evaluation of qualified Board candidates, the Remuneration & Nomination Committee from time to time may engage a search firm. The Remuneration and Nomination Committee considers recommendations for Board candidates submitted by Shareholders using the same criteria it applies to recommendations from the Board members. In assessing potential Board candidates, the Remuneration and Nomination Committee seeks to consider individuals with a broad range of business experience and background. Shortlisted Board candidates who satisfy Company’s priorities are further evaluated based on criteria defined by the Remuneration and Nomination Committee. In addition, the Remuneration & Nomination Committee is responsible for evaluating each Board member as part of its annual process for recommending Board candidates to the Board. The final approval of a candidate is determined by the plenary of the Board, in order to be recommended for election by the General Assembly.

4.1.2.6. Other Board Memberships Board members should advise the Chairman of the Board prior to (i) accepting an invitation to serve another board of directors, or (ii) significant commitments involving affiliation with other businesses or governmental units.

In general, executive Board members may not serve the boards of more than four other public traded companies and must obtain the approval of the BoD prior to accepting an invitation to serve an outside board.

4.1.2.7. Board Interaction with Shareholders and Other Interested Parties Any Shareholder or other interested party who wishes to communicate with the Board as a

whole, the non-executive Board members as a group, any Board committee or the Chairman of

the Board, may send a letter by regular or express mail addressed to the Investor Relations

Office of the Company.

4.1.3. Evaluation of BoD operations The Board of Directors shall conduct an evaluation of its own operations at regular intervals. Every two years, the Board of Directors shall:

dedicate an item of its agenda to debate on the self-assessment of its operations;

perform an assessment of the Chairman, through a process led by a non-executive member of the Board;

conduct an evaluation on its Corporate Governance Principles; and

The Board of Directors shall inform the Shareholders on this evaluation through the Annual

Report and make such amendments as are necessary.

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4.2. Board Committees The Board has the following two committees (the Charters of which have been approved by the BoD):

1. The Audit Committee

2. Remuneration and Nomination Committee

In addition to the above Committees, the Board is required by virtue of the Regulations on PROPO (Joint

Ministerial Decision no. 2183/2009) and PROPOGOAL (Joint Ministerial Decision no. 2178/2009) to

appoint the following Committees:

i. Special Committee of PROPO and PROPOGOAL Slip Composition

ii. Special Committee of PROPO games evaluation

Both committees are appointed by OPAP S.A. and each consists of fourteen (14) members of the

Journalists’ Union of Athens Daily Newspapers (ESIEA) and, particularly, of the Association of Sports

Journalists with experience in football matters. An employee of OPAP S.A. undertakes the duty of the

Secretary of the Committee.

4.3. Board Directors’ Supporting Bodies

4.3.1. Internal Audit Division The Internal Audit (IA) Function of OPAP Group is an assurance and consulting activity designed to ensure compliance with the policies and procedures, so as to add value and improve the Company's operational effectiveness. The IA is objective and independent concerning its reports and recommendations. It helps the Company accomplish its objectives by: i) bringing a systematic, disciplined approach in evaluating the effectiveness of risk

management, control and governance processes, ii) recommending appropriate measures to improve their efficiency and effectiveness, and iii) monitoring the implementation of corrective actions.

An important strategic objective of the OPAP Internal Audit Division is to deploy the Internal Audit Function across the OPAP Group, in cooperation with the other Internal Audit Units (hereafter, lAUs), of the Group. The operation of the Internal Audit Division is governed by the Internal Charter, as approved by the BoD of the Company.

The Internal Audit Division, in cooperation with the Group's lAUs has the following responsibilities, indicatively:

a) adopts, deploys and ensures adherence, across OPAP Group, to the International Standards for the Professional Practice of Internal Auditing and the Code of Ethics of the Institute of Internal Auditors (IIA); considers, deploys and promotes best practices published by other world leading institutions and supervisory authorities,

b) evaluates and provides reasonable assurance that the risk management, control, and governance systems are functioning as intended, and assist in fulfilling the Organization's objectives and goals,

c) reports risk management issues and internal controls deficiencies identified, directly to the Audit Committee, and provides recommendations for improving the Organization's operations, in terms of both efficient and effective performance,

d) conducts ad hoc investigations following requests of the Board of Directors, where necessary, through the Audit Committee's instructions and possibly with external expert

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assistance, e) evaluates information security and associated risk exposures, f) evaluates the regulatory compliance program, in consultation with the General Legal

Counsel and the Compliance Office, g) evaluates the Organization's readiness in case of business interruption, h) maintains open communication with the Management and the Audit Committee, i) teams with other internal and external entities, as appropriate, j) engages in continuous education and staff development, k) provides support to the Company's anti-fraud programs, l) follows up the execution of internal and external audit recommendations and

regulatory instructions throughout the Group,

The Internal Audit Division is responsible for coordinating the work with external auditors or other qualified consultants/external providers of assurance and consulting services, to meet the audit or advisory needs of the Company and to avoid repetition of work.

4.3.2. Corporate Secretariat Scope of Corporate Secretariat:

The scope of Corporate Secretariat is to provide overall secretarial support to the Board of the Company and its subsidiaries. Indicative accountabilities include:

Organizing the operations of the Board and preparing the draft agenda of each meeting;

Timely dispatching the agenda with the relevant recommendations to all Board members, following consultation with the Chairman of the Board;

Taking the Board minutes and dispatching or communicating the resolutions to the competent persons;

Monitoring BoD pending issues in collaboration with the BoD members and Executive

Officers or other associates of the CEO, who are competent for their implementation;

Storing and archiving BoD files.

4.3.3. CEO’s Office Scope of CEO’s Office:

The CEO’s Office reports to the CEO. The scope of the CEO’s Office is to support the CEO.

Indicative accountabilities include:

Planning the operations, meetings and generally obligations of the Company's CEO.

Supervising the flow of incoming and outgoing documents.

Communicating with third parties, following orders or instructions of the CEO, in order to

settle any pending affairs, transmitting messages.

monitoring the Company’s Translation Services.

4.3.4. Investor Relations The Investor Relations Division, under the Financial Unit, is also responsible for Corporate Announcements and has the following main accountabilities, indicatively:

Developing and implementing strategy and IR initiatives to target and attract investors and increase Shareholder value.

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Monitoring the Company’s compliance with the Stock Exchange statutory framework and the Hellenic Capital Market Commission’s decisions.

Monitoring particularly the compliance of the Company and of the stakeholders with the statutory framework and with the rules set by the present Internal Rules and Regulations with respect to Insider Trading.

Reporting to competent entities within the Company, competent authorities and to the Company’s Shareholders on the results of the above compliance monitoring activities.

Preparing different KPIs scenarios based on Shareholders’ and Company’s priorities in terms of the budget, the forecasts and the strategic plan.

Acting as the single point of contact on behalf of the Company among investment communities and providing the needed support during periodical road shows.

Validating the monthly, quarterly and annual reports for the Shareholders, in their required formats.

Establishing the optimum type and mix of Shareholders and creating that mix through a variety of targeting initiatives.

Monitoring operational changes through ongoing contacts with Company Management and developing investor relations messages based on these changes.

Drafting presentations, press releases and other communication materials for earnings releases, industry events and presentations to analysts, brokers and investors.

Monitoring analyst reports and preparing executive summaries for Senior Management, while providing feedback to the Management regarding the investment community's perception of how the Company is being managed and its view of the Company’s financial results.

Organizing conferences, road shows, earnings conference calls and investor meetings. Disclosing the Company’s regulated and privileged information promptly,

transparently, consistently and reliably to the Athens Exchange, through HERMES platform.

Ensuring that all regulated and privileged information is available on the Company’s website.

Notifying the Athens Exchange and the HCMC of liable persons’ share transactions on Company’s securities.

Preparing, delivering to the HCMC and maintaining up-to-date liable persons’ registries, pursuant to article 12 & 13 of Law 3340/2005.

Delivering the Company’s financial statements, on a quarterly basis, to the Athens Exchange and the HCMC.

Announcing an annual financial calendar, the General Assembly Meetings related documentation, and results of tax audits.

5 Obligations of Board members & Executive Officers

5.1. Conflict of interest The members of the Board of Directors and any third party, to whom the Board has assigned any of its powers, shall refrain from pursuing personal interests contrary to the Company's interests.

The members of the Board of Directors and any third party, to whom the Board has assigned any of its powers, shall disclose to the remaining members of the Board his/her significant personal interests which may be directly affected by the Company’s transactions or decisions, as well as any other conflict of personal interest with those of the Company or its affiliated companies.

The Audit Committee is responsible for the Company’s procedures for dealing with directors’ conflicts of interest. An archive of the Special Declaration Forms submitted by Board members, including any declared potential conflicts of such Board members, is maintained by the

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Corporate Secretary and reviewed by the Board at least annually. The Board should be aware of the other commitments of its members and any changes to these commitments should be reported to the Board at least twice a year or on an ad hoc basis.

A Board member’s or Executive Officer’s other relationships, including business, family or those with non-profit or athletic clubs/organizations, could occasionally give rise to the perception that the Board member or Executive Officer has a material personal interest in a particular issue involving the Company. The Board of Directors, after consulting with the Legal Services, if the Board deems it necessary or appropriate, shall determine on a case-by-case basis whether a conflict of interest actually exists. The Board has delegated the task of evaluating certain conflicts of interest to the Audit Committee of the Board. Any Board member who is concerned about a potential conflict of interest shall discuss the matter with the Chairman. If the Chairman, in consultation with the Legal Services as appropriate, identifies a potential conflict, then he/she shall raise the issue to the Audit Committee and the full Board, if appropriate.

5.2. Confidentiality “Confidential information” is all non-public information relating to the Company, including, but

not limited to, information that could be useful to competitors or otherwise harmful to the

Company’s interests or objectives, if disclosed. Board members, the Management and all

employees are required to maintain the confidentiality of information entrusted to them by the

Company or any other confidential information about the Company that they receive from any

source according to the provisions of the law and the analytical provisions of OPAP Group Code

of Conduct. Disclosure of confidential information is only allowed when legally required or

specifically authorized by the Board of Directors.

5.3. Corporate Governance, Risk management and System of Internal Controls Board members and any third party assigned some of the Board’s duties and members of the Management team shall ensure that:

The Company complies with the relevant provisions of Codified Law 2190/1920 and Law 3016/2002, as in force.

The Company submits an annual report for each financial year relating to compliance with the relevant Laws.

The Company has suitable infrastructure for ensuring effective corporate governance.

The Company has an effective System of Internal Controls which ensures: The effective and efficient running of the Gaming Operations. The provision of reliable financial information and reports. Compliance with the provisions of the Hellenic Gaming Commission, the World

Lotteries Association regulations and the provisions of the relevant legislation, as in force.

The Company has official procedures in place for recognizing shortcomings in the System of Internal Controls (to the extent reasonable) and for ensuring that corrective actions are taken.

The Company has a whistleblowing process in place, in line with the provisions of the relevant legislation.

The Company ensures that all members of its staff and subcontractors involved in Gaming Operations are aware of the Company’s obligations to the regulatory authorities, to the extent necessary.

The Company recruits suitably trained and experienced individuals to staff the Internal Audit Unit, to evaluate the corporate governance, risk management and the system of internal controls and to identify how adequate and effective they are.

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6 Pay & Fringe Benefits Policy

6.1. Director’s Fees

The Company considers it to be of capital importance for its own growth to have well-defined systems in place, for setting remunerations which are as objective, transparent and consistent as possible. The Pay Policy seeks to lay down general principles which will be used to decide on and approve the pay and fringe benefits of members of the Board of Directors and Company executive officers.

6.1.1. Fees to non-executive members

The fees and any other remuneration paid to the non-executive members of the Board of Directors are fixed according to Codified Law 2190/1920, and are commensurate with the time they allocate to Board meetings and to the execution of the duties assigned to them.

The fees and other remuneration paid to non-executive members of the BoD are approved by the General Assembly of Shareholders, following proposal of the BoD.

6.1.2. Fees to executive members

The pay and remuneration of executive members of the BoD is integrated in the Company strategy, the Company objectives and in the achievement of those objectives, with the end goal being to create long-term value for the Company.

Consequently, the pay of executive members of the BoD may include:

Fixed elements (e.g. a basic salary),

Variable elements (tied to performance),

Other contractual arrangements such as health insurance remuneration payable upon departure, additional and other forms of remuneration.

Fees paid for executive members are approved by the General Assembly, following a BoD proposal.

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C. COMPANY ORGANIZATION

7 Description of the Roles of Company Units / Divisions

7.1. Organizational Structure The Company’s organizational structure fully reflects modern organizational principles and is the basis for achieving growth and business goals. In addition, it allows a common business culture to emerge, while avoiding, at the same time, the creation of overlapping, competing competences.

7.2. Segregation of Duties

The Company is organized into Divisions with clear-cut duties and defined job descriptions and responsibilities, as analytically presented in Appendix B. The Company has also defined specific hierarchical relationships within the context of this specific organizational structure. The authorities and limits of powers of the BoD Executives and executive officers are set out in the relevant BoD decisions, the respective internal document and the Procurement Policy. The major responsibilities are divided into authorizing transactions, custody of assets, recording of transactions and reconciliation/verification of transactions for each business process. From a separation of duties perspective, the completion of more than one of these functions would be considered performing "incompatible duties". In other words, no employee should have the responsibility of completing two or more of these major responsibilities.

The employees in each Division are assigned specific duties which are set out and adjusted from time to time based on Company needs by the Head of each Unit/Division. The specific duties of each executive or employee are presented clearly to them upon recruitment, and steps are taken to provide them with direct and detailed information whenever the Company is restructured.

The Company’s structure at Unit level is presented in the diagram below. (Detailed information can be found at open.opap.portal)

CHAIRMAN & CEOZIEGLER KAMIL

Internal Audit Head Melliou M.

General Legal CounselHead of Legal Services

Ketentzoglou A.

Corporate SecretariatBrandysova K.

Administration Unit

Chief Administration Officer Nikolaidou M.

Information Technology Unit

Chief Information Technology Officer

Jendrejcik P.

Financial Unit

Chief Financial Officer Houst M.

Marketing Unit

Chief Marketing OfficerMatejovsky P.

Sales Unit

Chief Sales OfficerKaras J.

VLTs UnitChief VLTs Officer

Bozzini G.

Operations Unit Games – Online

Chief Operation OfficerGames-Online

Ziegler K. (acting)

AUDIT Committee BoD

Risk & Security Unit

Chief Risk & Security OfficerKottas J.

Corporate Communication/Public Relations Unit

Chief Corporate Communication and Public Relations Officer

Christoforou O.

International Relations OfficeVoulgari D.

Compliance OfficeKouvelou K.

June, 2016

Executive Personal Assistant Makou A.

Project & Business Development OfficeChief Officer

Technology Development Unit

Chief Technology Officer Haluza R.

The Management is charged with the responsibility for establishing a network of processes with the objective of controlling the operations of OPAP, in a manner which provides to the Board of Directors reasonable assurance that:

a) Data and information published, either internally or externally, is accurate, reliable and timely.

b) The actions of directors, officers, and employees are in compliance with the Organization’s policies, standards, plans and procedures, and all relevant Laws and Regulations.

http://open.opap.gr/

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c) The Organization’s resources (including its people, systems, data/information bases, and customer goodwill) are adequately protected.

d) Resources are acquired economically and employed profitably; quality business processes and continuous improvement are emphasized.

e) The Organization’s plans, programs, goals, and objectives are achieved.

Controlling is a function of the Management and constitutes an integral part of the overall

process of managing operations. As such, it is the responsibility of Managers at all levels of

the Organization to:

Identify and evaluate the exposures to loss which relate to their particular sphere of operations.

Specify and establish policies, plans, and operating standards, procedures, systems, and other disciplines to be used to minimize, mitigate, and/or limit the risks associated with the exposures identified.

Establish practical controlling processes that require and encourage directors, officers, and employees to carry out their duties and responsibilities, in a manner that the five (5) control objectives, outlined in the preceding paragraph, are achieved.

Maintain the effectiveness of the controlling processes they have established and foster the continuous improvement of these processes.

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D. COMPANY OPERATING PRINCIPLES

7. Human Resources Recruiting & Performance Appraisal 7.1. Recruitment

OPAP adheres to labor regulation and all legal issues are considered in the Recruitment Procedure;

The labor relations between the employees and the Company are governed by the applicable provisions of labor laws and labor regulation which are applicable to the Company;

Full-time staff is recruited on the basis of a full-time employment contract by decision of the CEO;

The qualifications needed to recruit a specific employee as member of the full-time staff are laid down by the Chief Unit Officer in cooperation with the Chief Administration Officer;

The Selection, Training & Development Division strives to attract highly qualified potential employees, while offering equal opportunities and equal treatment to all candidates;

Executive Management/Officers are appointed by decision of the BoD.

7.1.1. Recruitment Procedure of Management Executives

Management executives are recruited in accordance with the OPAP Recruitment Procedure, which specifies the following:

Definition of the recruitment need by the Chief Unit Officers and/or Division Directors. The recruitment need is communicated to the Chief Administration Officer and the Selection, Training & Development Division;

Approval of the recruitment need by the CEO and the Chief Administration Officer;

The Selection, Training & Development Division, in cooperation with the Division Directors, suggests to search first within the company for suitable candidates, depending on the required skills;

If this is not possible, the Selection, Training & Development Division proceeds to the publication of an ad on daily or periodical press, or on the Internet or on other media (e.g. LinkedIn);

In cases where there is a need to recruit executives, where specialized skills are required, the Selection, Training & Development Division search for candidates is performed through specialized consultants;

Interviews of candidates;

Appraisal of candidates' skills and qualifications;

Short listing;

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Final choice of candidate by the CEO and BoD or the Chief Unit Officer accordingly.

7.1.2. Definition of the Recruitment Need For vacant Division Directors positions, the Selection, Training and Development Division submits a detailed recruitment request to the Chief Administration Officer. For any other position, the Chief Unit Officers notify the Selection, Training and Development Division of their recruitment need and, in cooperation, they formulate the relevant Job Description. The recruitment request is approved in principle by the CEO and the Chief Administration Officer. In this memo, the specific job requirements and the reasons for the need to have the job position covered are described.

7.1.3. Approval of Recruitment Need Final approval of the recruitment need and of the level at which the vacancy will be filled is given in principle by: a. the CEO and the BoD regarding Chief Unit Officers b. the Chief Administration Officer, who supervises Selection, Training and Development Division, regarding senior Management positions (Division Directors) and other Management positions (Department Heads, Supervisors).

7.1.4. Recruitment – Selection of Candidates The Selection, Training and Development Division is responsible for seeking and choosing suitable candidates, either within the company or externally, following prior approval of the Chief Administration Officer. OPAP adheres to labor regulation and to all legal considerations in the recruiting process and strives to attract highly qualified candidates, as well as provide the optimum working and career development conditions.

The labor relations between the employees and the Company are governed by the applicable provisions of labor laws.

Executive Management/Officers are appointed by decision of the BoD.

7.2. Performance Appraisal / Evaluation

The performance management system aligns people with strategic objectives, by clearly defining and communicating the “what” and the “how” of successful performance in any given job.

The Company implements a performance system based on the evaluation of professional competencies, professional knowledge and job performance. All criteria are associated with Company targets and objectives, both quantitative and qualitative.

Using the results of these evaluations makes a significant contribution to the deployment of employees, since it takes into account the current set of skills, as well as the abilities and areas of improvement of each employee, and provides suggestions about how to improve productivity, and how to achieve professional objectives and advance career prospects.

Based on the aforementioned criteria, an annual meeting takes place, where an evaluation report is prepared by the immediate supervisor of the person being evaluated, who, depending on the position held by said person, can be the following:

a) the CEO, with respect to Heads of Units

b) the Head of Unit, in the case of Division Directors. c) the Division Directors, in the case of Department Heads and so on

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During the evaluation, action plans to achieve results and proposals about how to grow and develop staff are also decided.

In addition, during the session, the development plan is completed. In the specifically designed form, the requirement for specific actions, training or other job tools aiming at reinforcing the performance are recorded. Development plans contribute to the drafting of the training plan and are the vehicle to continuous performance improvement.

It should be noted that, the performance appraisal outcome doesn’t necessarily mean

adjustment of the remuneration package.

8. Corporate Social Responsibility & Sustainability Management

8.1. Corporate Social Responsibility Policy The main objective of the Company’s CSR Policy is to lay down guidelines for OPAP S.A. to make CSR one of the key focus areas of the strategy on making a positive contribution to society through high impact sustainable programs. At the heart of all social actions is the youth, who is the future of the Greek society. The CSR Policy covers existing CSR activities, as well as proposed ones to be undertaken by the Company. The Company implements its CSR activities in the sectors stated hereunder:

Sports

Health

Employment The Company will review these sectors from time to time and make additions/deletions/clarifications, as needed. The policy is available at the Company site (intranet and extranet/ http://www.opap.gr/en/web/corporate.opap.gr/49 ).

8.2. Responsible Gaming Policy OPAP S.A.’s main objective is to safeguard the existence of a responsibly developed environment for all those who wish, for their own entertainment, to use the services of games of chance that the Company offers.

The pursuit of this goal is secured by a framework of principles and values that define the Company’s daily operation and practice. The main objective and the corporate values of OPAP S.A. also define clearly its responsibility towards all social groups, to which its business activity is addressed. OPAP S.A.’s priority is the respect towards the consumer, on one hand, and the protection of minors and other vulnerable groups from the harmful consequences that might be caused by the Company’s activity, on the other hand. For this reason, the Company voluntarily has established its Responsible Gaming Policy, by developing rules and by undertaking commitments towards the consumers, its employees, its partners, as well as towards the society in general, aiming at the responsible and effective implementation of the best possible practices during the conduct of games of chance.

This policy is a tool that aims at defining the way that the principles of Responsible Gaming must be incorporated in the Company’s operations, as well as the behavior of its employees and the Company’s partners, and concerns all games of chance offered by OPAP S.A., land-based and/or in any other means and location provided. The policy is available at the Company site (intranet and extranet/ http://responsiblegaming.opap.gr/en/responsible-game/ ).

http://www.opap.gr/en/web/corporate.opap.gr/49

http://responsiblegaming.opap.gr/en/responsible-game/

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OPAP S.A., as a member of the World Lotteries Association (WLA) and the European Lotteries (EL), is committed to taking measures related to Responsible Gaming, based on the models and specifications set out by these organizations, and complies with the regulatory framework related to Responsible Gaming.

8.3. Integrated Quality Management Systems

The administration model of the Management Systems of OPAP S.A. is established and functions at a centralized scale. The post of Management Representative reporting to the Board, the Procurement & Quality Division Director reporting to the Management Representative, the Management Systems Committees and Quality Management Systems Department reporting to the Procurement & Quality Director are anticipated pursuant to the administration model of Management Systems.

8.3.1. Management Representative The Management Representative is a Board member overseeing the functions of Management

Systems and informing the supreme Management Body of the Company (Board) about their

performance. The Management Representative is appointed by Board decision with an

indefinite term of office. For the Representative to be replaced, a new Board decision is

required. The Management Representative is competent and responsible, among others, for:

a) securing that the procedures required for the Management Systems are established, put into

practice and maintained;

b) informing in writing the Top Management about the performance of Management Systems

and any need for improvement;

c) ensuring that all information about customers’ requirements are forwarded to the

Organization in its entirety;

d) presiding over all committees of Management Systems; and

e) recommending to the Board of Directors corrective and preventive actions, as stipulated in

the requirements of each system applied by the Company.

8.3.2. Quality Management Systems Department The Company’s Integrated Management System is developed and maintained by the respective department reporting to the Procurement Division. The Department is responsible for planning, controlling and ensuring the implementation of the integrated management system applied by OPAP S.A. and complying with the requirements of International Standards including Quality Management (ISO 9001:2008), Environmental Management (ISO 14001:2004) and Social Accountability (SA 8000:2008), as well as any other international standards applied by OPAP S.A. To this end, the respective management committees have been established by decision of the CEO.

The Department’s main accountabilities include:

1. Planning and controlling the implementation of the integrated management system and the standard applied each time by the Company, in compliance with international certification standards.

2. Recording and keeping files regarding the work and information flow, pertaining to the procedures of the Company’s Business Units.

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3. Controlling documents, while also preparing and distributing documents within the context of implementation of Management Systems to the Company’s competent executives and securing that all recipients have the latest version issued and approved by the Board or its relevant committee.

4. Monitoring and analyzing process performance measurements, identifying any malfunctions and proposing to the competent operating Units improvements to processes or generally the Organization.

5. Informing and training the staff of OPAP S.A. in issues of Management Systems. 6. Conducting internal reviews and, communicating with the Internal Audit Division, receiving

the results of their audits in order to control and maintain the Quality Management Systems.

7. Maintaining and seeking new certifications, as appropriate for each standard, through audits conducted by duly authorized external auditors.

Finally, the Company is in the process of implementing WLA SCS and Information Security

Protection (ISO 27001:2013) Systems.

8.4. Business Ethics and Code of Conduct Implementation of the Company’s Code of Conduct and adherence to Internal Rules &

Regulations is obligatory. All stakeholders are obliged to familiarize themselves with the contents

of the Code and the Internal Rules & Regulations, and are accountable for compliance with their

rules and principles. Deviations from the requirements set out in the Company’s Code of

Conduct may be reported according to the whistleblowing process.

Any violation may be subject to performance or disciplinary consequences, including oral or

written rebuke, closer supervision and termination of service, in accordance with local laws and

regulations. Where an action is also in breach of the law, the stakeholder in breach may be

subject to civil or criminal law consequences.

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E. MARKET ABUSE PROHIBITION AND RELATED PARTY TRANSACTIONS

9. Prohibition of Market Abuse and Notification of Trading in the Company’s Shares

Prohibition of Market Abuse

By virtue of article 3 of Law 3340/2005 it is prohibited for any person that possesses Inside

Information (“Insider”, as defined in Appendix E), as a result of either a) its position as a member

of the Board of Directors, the managing team or Audit Committee of a listed company, or b) its

participation in the share capital of a listed company, or c) access granted to such information

due to its employment, profession or duty, or d) any criminal activities, to use such information

in order to engage in any transaction either on their own account or on behalf of any third

person (either directly or indirectly) associated with the shares of such listed company.

Inside Information, for the purposes of Law 3340/2005, according to article 6 of such Law refers

to information which fulfills all of the following prerequisites:

a. It is specific, i.e.

i) It refers to circumstances that are existing or that it is reasonably expected for

them to take place, or to a fact that has taken place or a fact that it is reasonably

expected to take place;

ii) Conclusions as to the possible consequences of such circumstances or facts,

mentioned above, in the price of shares or of any other financial instrument may

easily be extracted;

b. It has not been made publicly available;

c. It concerns, either directly or indirectly, one or more issuers of shares or one or more or

any other financial instrument of any such listed company.

Furthermore, according to article 4 of Law 3340/2005, any such Insider is also obliged to maintain

the confidentiality and to not disclose to any third party such Inside Information, while he/she is

deterred from encouraging any third party to purchase or sell, due to the Inside Information,

shares or any other financial instrument of such listed company.

Anyone that may constitute an Insider, according to the above mentioned, in relation to OPAP or

any other company of OPAP Group, must keep such Inside Information strictly confidential, and

refrain from disclosing Inside Information to any third party. Accordingly, such Insiders are

obliged to refrain from carrying out any transaction in OPAP’s shares or in shares of any other

company of OPAP Group, either for their own account or on behalf of any third person, if such

transaction is based upon Inside Information. In general, any and all that may be considered as

Insiders with regard to OPAP and/or OPAP Group must fully comply with the applicable laws and

regulations. Specific questions about these issues shall be addressed to the competent

Compliance Officer or the Investors Relations Office.

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In order to take an active role in the prevention of insider trading violations by officers, directors,

employees and other related individuals of OPAP (the “Company”) and its subsidiaries, the

Company has adopted the following Insider Trading Policy (the “Policy”).

Statement of Intent

The Company opposes to the misuse of material non-public information in the trading of

securities and it intends to implement procedures designed to prevent trading based on material

non-public information regarding the Company, or any of its subsidiaries.

Covered Parties & Transactions

The Policy covers “Insiders”, as defined in Appendix E. This Policy applies to all transactions in

Company securities, including common stock, options for common stock and any other securities

and derivatives the Company may issue from time to time, such as preferred stock, warrants and

convertible debentures, relating to the Company’s stock.

Prohibited Transactions

No Insider shall engage in any transaction involving a purchase or sale of the Company’s

securities, including any offer to purchase or offer to sell, during any period commencing with

the date that the Insider possesses material non-public information concerning the Company or

its subsidiaries, and ending at the beginning of the trading day following the date of public

disclosure of that information, or at the time that this non-public information is no longer

material.

No Insider shall disclose (“tip”) material non-public information about the Company or its

subsidiaries to any other person, where such information may be used by such person to his/her

profit by trading the securities of companies to which such information relates, nor shall such

Insider or related person make recommendations or express opinions on the basis of material

non-public information as to trading in the Company’s securities.

No Insider shall engage in any transaction involving the purchase or sale of another company’s

securities, while in possession of material non-public information about such company, when

that information is obtained in the course of employment with, or the performance of services

on behalf of the Company and for which there is a relationship of trust and confidence

concerning the information.

The Company’s Trading Window

The Company has determined that all officers, directors, and those persons identified (as may be

amended from time to time by the Compliance Officer), shall be prohibited from buying, selling

or otherwise effecting transactions in any stock or other securities and derivatives of the

Company thereof EXCEPT during the following trading window:

• Beginning when the market opens, on the trading day following the date of public

disclosure of the Company’s financial results for a preceding calendar quarter or year;

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• Ending when the market closes on the 15th day before the publication date according to

the calendar of the Company’s financial results for a preceding calendar quarter or year the

“Open Window”).

In addition, the Company, through the Compliance Officer, may authorize longer or additional

trading windows in which buying, selling or otherwise effecting transactions in the Company’s

securities shall be permitted, pursuant to this Policy, as if it were the “Open Window”. Similarly,

the Company, through the Compliance Officer, may impose special black-out periods, during

which certain persons will be prohibited from buying, selling or otherwise effecting transactions

in any stock or other securities and derivatives of the Company, even though the trading window

would otherwise be open. If a special black-out period is imposed, the Company will notify

affected individuals, who should thereafter not engage in any transaction involving the purchase

or sale of the Company’s securities, and should not disclose to others the fact of such suspension

of trading. It should be noted that even during the Open Window, any person possessing

material non-public information should not engage in any transactions in the Company’s

securities until the beginning of the trading day following the date of public disclosure of such

information, whether or not the Company has recommended a suspension of trading to that

person.

Any additional trading windows or black-out periods defined according to the above procedure

shall be duly notified via the appropriate means by the Compliance Office to the affected

individuals and to the Investor Relations Division, in order to be taken into account in the

monitoring process performed by the Investor Relations Division.

Advice regarding Trades by Executive Officers and Directors

Subject to the above provisions on the Company’s trading window, all executive officers and

directors of the Company must refrain from trading in the Company’s securities. However, they

have the right of contacting the Company’s Compliance Officer (defined below) and/or Investor

Relations and obtaining advice to commence trading in the Company’s securities.

Notification of Trading in Company’s Shares

According to article 13 of L. 3340/2005 and article 6 of HCMC decision no. 3/347/2005, any

person that performs managerial duties in the Company and any person that has access to Inside

Information and any third party having a close relationship with any of the aforementioned

persons have the obligation to notify the Company in writing about any transactions conducted

on their behalf, that concern the Company’s shares or any other derivatives related to the

Company or any other financial instrument associated with the above. Any such notification to

the Company (addressed to the Investor Relations Division) must take place within two working

days from the date that the relevant transaction in the Company’s shares /derivatives or other

financial instrument occurred and shall include the information set forth in article 6 of HCMC

decision no. 3/347/2005, as in effect (provided that the total value of their transactions exceeds

the amount of five thousand (€ 5,000) during one calendar year).

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Following any such notification according to the above mentioned, the Investor Relations

Division must notify accordingly the investors and the HCMC, on the next working day following

receipt of such notification.

Persons performing managerial duties in the Company submit a signed statement that they are

aware of these obligations, and commit to notify the persons that are closely associated with

them.

Investors are informed by: i) the notification being sent to the Athens Stock Exchange and being

posted on the site and the Daily Official List, ii) the notification being posted on the Company’s

site for at least 5 years..

The Company is available to assist in filing the transactions; however, the obligation to comply

with the relevant legal requirements is personal. Any inquiries concerning compliance should be

directed to the Compliance Officer.

Exemptions from this Policy

The exercise of stock options under the Company’s stock option plan, with a cash payment of the

exercise price, is exempted from this Policy, since the other party to these transactions is the

Company itself, and the price does not vary in the market, but is fixed based on the terms of the

option agreement. This exemption does not apply to the sale of any shares issued upon such

exercise and it does not apply to a cashless exercise of options, which is accomplished by a sale

of a portion of the shares issued upon exercise of an option. In addition, bona fide gifts of the

securities of the Company are exempted from this Policy.

Consequences of Violation

Employees who violate this Policy shall also be subject to disciplinary action by the Company,

which may include ineligibility for future participation in the Company’s equity stock option and

other incentive plans or termination of employment. Pursuant to Greek laws, Insiders may be

subject to criminal and civil fines and penalties, as well as imprisonment, for engaging in

transactions in the Company securities at a time when they know material non-public

information regarding the Company or its subsidiaries. In addition, Insiders may be liable for

improper transactions by any person (commonly referred to as a “tippee”) to whom they have

disclosed material non-public information regarding the Company or its subsidiaries, or to whom

they have made recommendations or expressed opinions, on the basis of such information as to

trading in the Company’s securities.

Individual Responsibility

Those persons who gain knowledge of confidential, information due to their competences, are

obliged to not disclose them to unauthorized staff or third parties, and to take any necessary

measure to protect the confidentiality of the information, in order to avoid its disclosure publicly

or to third parties, and the illegal use thereof in transactions.

Those persons should demonstrate due diligence in order to avoid suspicious transactions

related to illicit dealings, such as illegally influencing the price of securities, collusion, price

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manipulation, etc. In the event of indications of inappropriate transactions, persons must notify,

without delay, the CEO, the Board of Directors and the Company’s Internal Audit Division.

Every officer, director and other employee, consultant and contractor has the individual

responsibility to comply with this Policy, and the applicable laws of their jurisdiction. An Insider

may, from time to time, have to forego a proposed transaction in the Company’s securities, even

if he/she planned to make the transaction before learning of the material non-public

information, and even though the Insider believes he/she may suffer a financial loss or forego

anticipated profit by waiting. Trading in the Company’s securities during the trading window

should not be considered a “safe harbor,” and all directors, officers and other persons should use

good judgment at all times.

Insider Trading Monitoring Procedures

Investor Relations Division will proceed to monitoring transactions conducted in Company

securities (if any) by the reporting persons (as these have been determined by the Compliance

Officer and have been communicated to the HCMC). The review will be performed using a

dedicated registry platform and will refer to the “out of trading window” or “within black-out”

periods. A report with the results and findings will be sent to the Compliance Officer no later

than 15 days following the opening of the trading window period. Any findings of violations of

this Policy will also be reported to the CEO, in order to be addressed as defined above under the

section “Consequences of Violation”. Periodic audits of the efficiency and effectiveness of the

monitoring procedures will be performed by the Internal Audit Division, based on its annual plan.

Compliance Officer role in relation to Insider Trading

The duties of the Compliance Officer shall include indicatively the following:

Assisting, as requested, in cooperation with Investor Relations in the preparation and filing of transactions of the reporting persons.

Serving as the designated recipient at the Company of special declaration forms copies.

Periodically reminding all reporting persons their obligations to report and, quarterly, the dates that the trading window described above begins and ends.

Circulating the Policy (and/or a summary thereof) to all employees, including all persons obliged to report, on an annual basis.

Assisting the Company in the implementation of the Policy.

Coordinating with the Company’s General Legal Counsel and the Investor Relations Division regarding compliance activities with respect to Insider Trading Laws to ensure that the Policy is amended as necessary to comply with such requirements.

Definition of Inside Information

It is not possible to define all categories of Inside Information. However, information should be

regarded as material, if there is a substantial likelihood that it would be considered important,

for a reasonable investor, to make an investment decision regarding the purchase or sale of

Company securities. In other words, there must be a substantial likelihood that the information

would be viewed by the reasonable investor as having significantly altered the total mix of

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information available in the market concerning the Company. Either positive or negative

information may be material. Questions on whether non-public information is material can be

directed to the Compliance Officer.

According to par. 2 of article 2 of HCMC decision no. 3/347/2005, the following events or

situations may indicatively be considered as confidential/privileged information, provided that

the prerequisites of par. 1 of article 6 of Law 3340/2005 and HCMC decision No. 3/347/2005are

met:

1. A significant change in business activity of the Company or a company included in the

consolidated financial statements.

2. Entering into or terminating important collaborations or business alliances.

3. A takeover bid according to applicable provisions.

4. Participation in a merger, division or acquisition process.

5. Change in the composition of the Board of Directors, change of General Managers,

auditors, the person responsible for financial services.

6. Distribution and payment of dividends, acts for issuing new financial instruments.

7. Reorganization of the operation or activities expected to have a significant effect on the

financial position and results.

8. Sharing buyback programs.

9. Applications for bankruptcy and court rulings on bankruptcy.

10. Creditors revoking a decision to grant a credit.

11. Insolvency of Company debtors that could affect the financial position and its results.

12. Substantial change in the Company’s property and equity and capital structure,

particularly its leverage.

13. Any change that essentially affects the structure or the consolidated financials of the

group.

14. Significant changes to estimates or projections announced by the Company.

10. Related-Party Transaction Rules The amendment of articles 22 and 23a of Law 2190/1920 (hereinafter the “Company Law”) and

the publication of Circular 45/21.07.2011 (Transactions of a listed Company with Related Parties)

of the HCMC (hereinafter the “Circular”) have significantly revised the regulations governing

related-party transactions by Greek companies in general, and by listed Greek companies

especially. The Company Law and Circular 45 provide definitions in connection with related

parties’ transactions and impose upon such companies specific approval requirements with

respect to such transactions.

10.1.1. Identification of Related-Party Transactions

Transactions among related parties may indicatively take the form of an agreement with terms

and conditions governing individual transactions, a work order, a purchase order etc. or any

other equivalent form.

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The Company shall: a) identify the transactions among related parties; b) perform tests to

determine whether the transaction is in the ordinary course of business operations or otherwise;

c) review the commercials terms involved in the transaction and analyze whether the transaction

is at “arm’s length”, as if the party is unrelated; d) consider the value of the transaction to

determine if it is a Material Related-Party Transaction; e) determine the approval requirements

applicable to the transaction, in accordance with the respective rules; f) prepare and maintain

relevant documentation supporting the basis of its assessment; g) present the required details to

the Audit Committee, Board of Directors or Shareholders General Assembly Meeting for

approval as required; and h) execute the Agreement once the necessary approvals are obtained.

10.1.2. Determining whether a transaction is in the ordinary course of business operations

Related-Party Transactions that are part of a company’s regular operative activities and

performed during the everyday activities of a company, as well as any financial activities

connected to the above mentioned, shall be considered to be in the ordinary course of business

operations. On the other hand, any transactions with a scope different from those that fall

normally under the everyday activities of a company or with a content exceeding the usual

situation cannot be deemed as in the ordinary course of business operations.

In determining whether a transaction is in the ordinary course of business, the following criteria

may be applied:

Nature of the transaction in question: Whether the scope of the transaction is generally

consistent with the Company’s business activities and whether the Company enters into, or

may enter into, similar transactions with a third party.

Frequency of the transaction in question: Whether the transaction is of a nature regularly

carried out by the Company, is an important indication that classifies the transaction to be

within the Company’s ordinary course of business operations.

Size of the transaction: Whether the transaction value is within the reasonable range for

similar types of other transactions. An exceptionally large value transaction should invite

closer scrutiny.

These are not exhaustive criteria and the Company should assess individually each transaction by

considering its specific nature and the circumstances surrounding such transaction.

10.1.3. Determining whether a transaction is at arm’s length

The expression “arm’s length transaction” means a transaction between two related parties that

is conducted as if they were unrelated and well informed, on an equal footing, looking out for

their individual interests.

In addition to evaluating whether the transaction results in a conflict of interest on the basis of

the transfer pricing report, the Company should also consider the additional tests such as those

listed below:

whether the transaction is commercially negotiated;

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whether the transaction is necessary for business opportunities for growing new or existing

markets; and

any other matters the Company considers relevant.

For ongoing transactions, the last available transfer pricing report shall be the basis of the

assessment. For a new transaction, the basis would be a review and approval by the Company’s

internal transfer pricing tax advisors.

10.1.4. Related-Party Transactions Approval

No transaction with a related party shall be entered into by the Company unless it is approved by

the internal competent authority.

Any person who is a related party with respect to a particular transaction cannot participate in

the approval process as it may apply to that transaction.

All transactions to be entered into with Related Parties must be reported to the CFO or Company

Secretary or General Legal Counsel or Compliance Officer of the Company to enable necessary

review.

The table below lists the approval matrix applicable to such transactions.

Nature of Transaction Approving Authority

All non-material transactions with related parties in ordinary course of business and at arm’s length

Board of Directors (following review and recommendation of the Audit Committee)

Related Party Transactions which are not in ordinary course of business and not at arm’s length

Board of Directors and shareholders of the Company

All Material Related-Party Transactions (regardless of whether they are in the ordinary course and/or at arm’s length terms)

Board of Directors and shareholders of the Company

All transactions with related parties (including any amendments or modifications to such

transactions) must be reported by the Company to the Audit Committee and referred for its

approval in accordance with these rules.

The approval of the Audit Committee is required for entering into any transaction with a related

party, including any amendment or modification to such agreements. The relevant information

will be provided to the Audit Committee with respect to each Related-Party Transaction, such as:

a) Name of the Party

b) Relationship with the Company

c) Name of the director or key managerial personnel who is related, if any

d) Type of transaction(s)

e) Whether the transaction is conducted in the ordinary course of business operations

f) Whether the transaction is conducted on an arm’s length basis

g) Copy/terms of the contract

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h) Expected annual contract value

i) Any other relevant information

Each transaction with a related party shall be subject to the approval of the Audit Committee

and/or the Board and/or the Shareholders, as applicable, in accordance with the rules matrix

above. While considering a transaction, the Audit Committee shall review the terms and

conditions thereof, as approved by the Company’s Legal Services. The Audit Committee shall

have the power to delegate the authority to enter into sub-transactions, under an approved

agreement, to officers of the Company within an annual cumulative limit. The Company shall

monitor the actual volume of transactions entered into under each agreement against the limit

approved by the Audit Committee. The Company shall submit quarterly reports to the Audit

Committee setting out details of these transactions entered into, pursuant to each agreement.

The Company shall obtain from the Audit Committee the requisite approvals for entering into

transactions, which would result in a deviation from the terms approved by the Audit Committee

in a meeting or in a per rotation resolution.

10.1.5. Exception Handling

If the Company becomes aware of a Related-Party Transaction that has not been approved per

the above rules, the Related-Party Transaction shall be reported to the Audit Committee for its

approval. A Related-Party Transaction entered into without approval, under this Policy, shall not

be deemed to violate the rules, or to be invalid or unenforceable, as long as the transaction is

approved or ratified by the internal competent authority/ies, as soon as reasonably practical

after the Company becomes aware of such transaction. When reviewing a Related-Party

Transaction that has not been approved per the above rules, the Audit Committee shall consider

all relevant facts and circumstances related to the transaction, and shall evaluate all options

available to the Company, including ratification, revision or termination of such transaction, and

shall take up such course of action as the Audit Committee deems appropriate under the

circumstances in question.

10.1.6. Disclosure obligation for related party transactions in accordance with IAS24

Within the context of implementing the International Accounting Standards and the International Financial Reporting Standards, and, specifically, in accordance with IAS 24 "Related-Party Disclosures", the Company is obliged to disclose Related-Party Transactions in aggregate, mainly through its quarterly financial statements.

The Related-Party Transactions section of the Company’s financial statements is updated every quarter with respect to fees, obligations and receivables, and every six months with respect to members of the administration and Management Executives participating in third party companies, at which point the Special Declaration form is sent by the BoD Secretariat to members of the Board and by the Compliance Officer to Management Executives, which is filled in and returned at least a month before the issuance of the semi or annual financial statements.

The completed forms are forwarded directly to the Finance Division, in order to monitor the transactions between related parties on an ongoing basis and properly record them in the books and disclose them in the Company’s financial statements.

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Appendix A – Definitions & Abbreviations

OPAP S.A./Company: The company “ORGANIZATION OF FOOTBALL PROGNOSTICS S.A.”, with

distinctive title “OPAP S.A.”

Board of Directors/BoD: The Board of Directors of OPAP S.A.

BoD Member/Board member: Any member of the Board of Directors of OPAP S.A.

Executive Management/Officers/Key Management Personnel: For the purpose of financial

statements preparation, all C-level executives, the Head of Internal Audit, Legal Services,

Investor Relations Division, Compliance Office and the Accounting and Consolidation Director, as

well as the Accounting Department Manager will be considered as Key Management Personnel.

Insider(s): Members of the BoD, Key Management Personnel, consultants or contractors to the

Company or its subsidiaries, as well as their immediate families, and members of their

households who have access to confidential or privileged information of the Company.

Current Transactions: Current transactions of a company are considered those that are performed in the ordinary course of business operations and at arm’s length.

Material Related-Party Transaction/s: Means any transaction/transactions in which a listed

company engages, either once or in consecutive actions within a financial year, that supersede/s

the threshold limit of 10% of a listed company’s assets, as such are depicted in the latest interim

or annual financial statement, as specified in the Circular.

Related Party: It has the meaning of par. 5 of article 23a of the Company Law, of the Circular and

of IAS 24. By virtue of par. 5 of article 23a, the following parties are considered related:

Categories of Persons

of Article 5 of Codified Law

2190/1920

Analysis/Comments

1 Members of the BoD of the Company

Irrespectively of the way they were elected or

appointed and irrespectively of whether they are

executive or not

2 Persons (either natural or legal)

exercising control* over the

Company

A person will be deemed to exercise control over the

Company in the following instances:

When it possesses the majority of the

Company’s capital and/or the majority in the

voting rights in the Company.

When it controls, in any way, the majority of

voting rights in the Company.

When it participates in the Company’s capital

and has the right to appoint or remove

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members of the Board of Directors of the

Company.

When it has the power to exercise or actually

exercises dominant influence and/or control on

another company that belongs to the common

management of a joint ultimate parent entity.

3 Spouses and relatives of the

members of the BoD and/or of

persons exercising control over a

company, up to third degree

4 Legal entities controlled by all of the

aforementioned persons

In this category, affiliates and subsidiaries of the

Company are included

Furthermore, according to IAS 24 and the Circular, a related party, as far as listed companies are

concerned, is a person or entity that is related to the entity that is preparing its financial

statements (the “reporting entity”).

(a) A person or close member of that person’s family is related to a reporting entity if that

person:

(i) Has control or joint control over the reporting entity;

(ii) Has significant influence over the reporting entity;

(iii) Is a member of the Key Management Personnel of the reporting entity or of a

parent of the reporting entity.

(b) An entity is related to a reporting entity if any of the following conditions applies:

(i) The entity and the reporting entity are members of the same group (which means

that each parent, subsidiary and fellow subsidiary is related to the others);

(ii) One entity is an associate or joint venture of the other entity (or an associate or joint

venture of a member of a group of which the other entity is a member);

(iii) Both entities are joint ventures of the same third party;

(iv) One entity is a joint venture of a third entity and the other entity is an associate of

the third entity;

(v) The entity is a post-employment defined benefit plan for the benefit of employees of

either the reporting entity or an entity related to the reporting entity. If the

reporting entity is itself such a plan, the sponsoring employers are also related to the

reporting entity;

(vi) The entity is controlled or jointly controlled by a person identified in (a);

(vii) A person identified in (a) (i) has significant influence over the entity or is a member

of the Key Management Personnel of the entity (or of a parent of the entity);

(viii) The entity, or any member of the group of which it is part, provides Key

Management Personnel services to the reporting entity or to the parent of the

reporting entity;

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As close members of a related person’s family are considered those members that may

reasonably be anticipated to influence, or may be influenced by such related person in their

relationship with the financial entity and shall include:

(a) A related person’s children and spouse, or the person with whom such related person

cohabits;

(b) The children of the related person’s spouse or the children of the related person’s

cohabitant;

(c) Any third parties dependent upon the related person, or upon the related person’s

spouse, or upon the related person’s cohabitant;

The following persons are explicitly considered by the IAS 24 as not constituting related

persons for the purposes of this IAS:

- Two entities simply because they have a director or key manager in common;

- Two venturers that share joint control over a joint venture;

- Providers of finance, trade unions, public utilities, departments and agencies of a

government that do not control, jointly control or significantly influence the reporting

entity, simply by virtue of their normal dealings with an entity (even though they may

affect the freedom of action of an entity or participate in its decision-making process,)

- A single customer, supplier, franchisee, distributor or general agent with whom an entity

transacts a significant volume of business, merely by virtue of the resulting financial

dependence.

Related-Party Transaction/s is/are any transaction/s in which Related Parties engage in.

Indicatively but not restrictively the following transactions may be Related-Party Transactions, if

executed between parties that are related parties:

a) the sale, purchase or supply of any goods or materials;

b) the provision of services;

c) the purchase or sale of assets, referring either to estate or intangible property of any kind;

d) the leasing of assets;

e) the transfer of research and development and of know-how;

f) the execution of concession of rights agreements;

g) the execution of financing agreements (including loan agreements and capital

participations);

h) the provision of guarantees or collaterals;

i) the settlement of liabilities between related parties;

j) the appointment of any agent for the purchase or sale of goods, materials, services or

property;

k) a related party’s appointment to any office or place of profit in the Company, in any of its

subsidiary companies or any of its associate companies;

l) the underwriting of the subscription of any securities or derivatives of the Company; and

m) any transfer of resources, services or obligations between the Company and a related party,

regardless of whether such transfer, services or obligations are subject to remuneration or

not.

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Appendix B - Business Units Main Responsibilities

Relationship among the Units of the company and between the Units and the

Management of the Company

The cross–Unit relationships and the relationships of the Company Units with the Management

are driving the processes, actions, and reactions of the Business Units.

The organizational structure of the Company comprises Units, Divisions and Departments and is

depicted in the organizational chart. The clear segregation of accountabilities between

Organizational Units is the base of the networks of relationships that employees form across

Divisions and Departments, in terms of execution of daily tasks and functions, as described in the

related job descriptions. Each Unit has a direct reporting line to the CEO of the Company.

Legal Services

The Legal Services of the Company is responsible for the legal support and handling of legal

issues and affairs in the course of business activities:

The Legal Services has the following main accountabilities, indicatively:

Legal support to the operations of the Business Units (as they are assigned to the lawyers of the General Legal Counsel);

Review and endorsement of all documents used in the course of the operations of Company Units, Divisions and Departments, which have or may have legal or contractual effects on the Company;

Review of the lawful nature and endorsement of all recommendations of Business Units, Divisions and Departments which are addressed to the CEO and the Board of Directors for discussion and decision-making;

Provision of opinions on legal issues of concern to the Board of Directors, CEO, Business Units, Divisions and Departments and submission of written recommendations on how they should be tackled;

Representation of the Company, following authorization of the Board of Directors, before Courts, administrative authorities and competent bodies, in compliance with applicable legal provisions, while keeping the relevant record;

Overview of the work assigned to external lawyers/associates who handle legal affairs of the Company and represent the Company in court and extra judicially; and

Coordination and review of all legal aspects related to the establishment of new games/services.

Compliance Office

The Compliance Office has the following main accountabilities, indicatively:

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Monitoring of the legal and regulatory framework governing the Company, the Company's Articles of Association, special regulations involving games or procedures, EU directives incorporated in Greek Laws with respect to the operation of the Company or games, and general Laws concerning the Company and, in particular, Stock Exchange Laws and amendments thereof in order for the Company to be compliant, by giving new or updated instructions to Units and training to all concerned employees.

Definition of the internal framework for the Group’s full compliance with legislation, both national and international, in the field of AML and with industry-related regulations.

Monitoring of the Customer Due Diligence process, as well as reporting of suspicious cases to the statutory authorities and to the Audit Committee.

Conducting and maintaining confidential reports and filing system, pertaining to the aforementioned items, responding to external audits.

Identification of potential areas of compliance vulnerability and risk for the Company and cooperation with Unit Heads to strengthen practices, as appropriate, to mitigate risk.

Working with the Administration Unit and Management to apply appropriate disciplinary measures for compliance violations and to develop an effective compliance training program, including appropriate introductory training for new employees, and ongoing training for all employees.

Risk & Security Unit

The Risk & Security Unit has the following main accountabilities, indicatively:

Overseeing the overall Risk, Physical and Information Security as well as Business Continuity function.

Ensuring the security of Company facilities and people’s safety.

Designing and implementing a risk management framework for identification, measurement, monitoring and control of all types of physical security risks to which OPAP is exposed.

Ensuring that the Company is shielded from any imminent danger to people or things/facilities.

Overseeing and reviewing the security of physical infrastructure and inspecting draws equipment.

Managing operational risk through the identification of risks, in order to ensure risk minimization and business continuity.

Supporting and monitoring VLTs and Hellenic Lotteries security issues.

Coordinating and controlling the effective management of all forms of risk, by ensuring that overall risk return relation remains within acceptable levels.

Online check for any kind of fraudulent account misuse by their holders, as well as audit of records and deposits.

Corporate Communication & Public Relations Unit

The Corporate Communication & Public Relations Unit has the following main accountabilities,

indicatively:

Development, integration and implementation of PR activities designed to enhance and advance the Company’s position and brand awareness, as well as broaden awareness of its programs and priorities.

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Supervision of all types of events, press conferences, conferences and the Company’s participation in events in Greece & abroad.

Planning, preparation and overview of the publication of all documents providing information to the public or promoting the Company.

Development and implementation of the Company's communication strategy.

Monitoring the daily political, sports and financial press for articles about the Company and ensuring that a record is kept and briefing the Business Units concerned.

Preparation of notices and press releases from the Company’s Management Team and Units and dispatch thereof to the mass media.

Monitoring of competitors’ activity and market developments, so as to anticipate industry trends, identify, evaluate and provide Top Management with accurate and timely insights on changes in the market that may have an impact on business, in order to take the necessary actions.

International Office

The International Office has the following main accountabilities, indicatively:

Representation of the company in BoDs and Committees of European, international lotteries associations, and in industry seminars and conferences.

Effective communication with members of the European and international gaming industry, including responding to surveys, questionnaires, studies being carried out by international associations etc.

Communication to Management of the policies and standards in which OPAP should be certified and to which it should adhere (e.g. Standards of Responsible Gaming, Global Lottery Monitoring System).

Organization of conferences and seminars about sustainable development issues, business ethics etc. with international organizations or their executives.

Operations Unit Games Online

The Operations Unit Games Online has the following main accountabilities, indicatively:

Preparation of the betting programs and odds, monitoring of the flow of bets and management of bet-related risks;

Coordination, resource planning and performance management for the trading team;

Consultation on trade sports portfolio development;

Online Customer Documents Validation and Verification;

Online Customer Accounts Management;

Online betting player accounts’ payment settlement;

Online betting transactions fraud detection;

Scheduling, implementation and overview of the conduct flow of number games;

Performance of data analysis of player/agent activity, and monitoring of customer service efficiency and performance, of product and sales channels;

Monitoring compliance with the laws and regulations that ensure the credibility of games conduct;

Monitoring of the performance and sales of number games;

Preparation of integrated promotional activities;

Provision of suggestions for the introduction of new games and the renewal of existing ones; and

Provision for the maintenance of draw equipment.

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VLTs Unit

The VLTs Unit has the following main accountabilities, indicatively:

The establishment of a cost-effective and functional technical and operations structure, while monitoring and controlling in-house tasks and outsourced activities.

Coordination of the Gaming Halls’ technical setup (technical/IT infrastructure).

Review and approval of equipment needs.

Coordination and management of the outsourced field service technicians and provision of relevant technical training to them.

Coordination of the internal Field Service Coordinators team.

Execution of the SLA monitoring.

Organization of all the logistics activity including VLTs’ delivery, installation, replacement, removal within VLT’s shops.

Marketing Unit

The Marketing Unit has the following main accountabilities, indicatively:

Management of the marketing budget, including planning and forecasts, and meeting the agreed guidance;

Responsibility for the long-term communication planning and the development of the advertising elements related to all Media;

Design of the media strategy and presence across all communication channels and responsibility for the constant monitoring and assessment of the media programs’ implementation along with the achievement of the optimization of OPAP’s presence;

Design and monitoring of actions related to the development and implementation of the sponsorship portfolio and related activation strategy in compliance with CSR requirements;

Responsibility for the development and maintenance of all digital assets of the Group including external sites, intranet, extranet and mobile apps, in alignment with IT requirements;

Design and implementation of all digital communication campaigns, in alignment with the Marketing Communication & Sponsoring Division;

Provision of analysis of customers, trends and development of correlations across customer profiles and segments, in order to drive improvements in revenue performance and help the business to achieve the strategic objectives;

Provision of guidance to the Marketing teams, regarding campaign execution plans, aiming at maximizing the commercial success of each campaign;

Design and development of ongoing management and long-term enhancement of loyalty program that will drive to product engagement from the customer base;

Responsibility for managing the lifecycle of games (product acceptance and its place in the market, sales and revenue forecasts, proposals to improve position, etc.);

Definition and management of customer life cycle strategy for related product portfolio and pricing strategy;

Constant evaluation and improvement of products and services portfolio and exploration of opportunities with external partners, to improve perception and value of services, as well as customer satisfaction;

Development of marketing policy and product development plans; management of the brands of OPAP S.A. betting products;

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Definition and management of customer life cycle strategy for related product portfolio and pricing strategy (product acceptance and its place in the market, sales and revenue forecasts, proposals to improve position, etc.);

Constant monitoring of new trends in the market, and development or enhancement of products in order to ensure customer satisfaction and loyalty;

Development and implementation of the overall segments, customer life cycle and pricing strategy for the product portfolio;

Monitoring and analysis of market and customer trends to form specific product strategies and tactics;

Constant evaluation and improvement of product & services portfolio;

Monitoring and analysis of the performance of all products and channels to launch acquisitions, retention and activation programs;

Development and implementation of the CSR strategy;

Monitoring and analysis of society’s trends, in order to develop targeted social programs;

Management of all received requests for the support of social activities through donations;

Development of communication material, in order to promote both CSR and Responsible Gaming strategy;

Design and implementation of the action plan concerning responsible gaming, aiming at being certified by international organizations (WLA and EL);

Design and monitoring of the issuance of the annual CSR report.

Sales Unit

The Sales Unit has the following main accountabilities, indicatively:

Proposal of the policies and of criteria regarding licensing and changes of sales channels, as well as the obligations, rights and methods of collaboration with sales channels;

Provision of all Agency Record Processing Departments with the necessary details for collecting and processing all data of agency licensing and change applications;

Support of the development and implementation of strategy regarding the responsible conduct of games;

Coordination and planning of the preparation of engineering studies for technical projects;

Planning and preparation of the accurate technical data prerequisite for any tender proclamation;

Management of the maintenance services for all Company facilities as well as coverage of needs for minor repairs of the E/M (electromechanical) networks;

Provision of analysis and feedback on the actual performance, based on the date and feedback from channels;

Provision of operational support including, but not limited, to the management of OPAP stores licenses processes, the complaints management, the sales channel related procedures, logistics, regulatory matters, etc.;

Preparation and provision of necessary training and training materials for the sales channels, in cooperation with the Marketing and the Sales Management;

Provision of necessary feedback to Marketing on POS merchandising optimizations, and development based on the needs of the channels and customers;

Daily run of the call center, including sourcing equipment, effective resource planning and implementation of call center strategies and operations;

Establishment of process transformation, based on customers’/agents’ feedback and analysis;

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Compliance of the Contact Center with OPAP branding policies and procedures, contribution to the promotion of OPAP image to the market, as per the Company’s strategy;

Forecast and data analysis against budget figures on a weekly and/or monthly basis;

Financial Unit

The Financial Unit has the following main accountabilities, indicatively:

Responsibility for cash position review and sign-off, as well as cash concentration and cash collection of all incoming funds;

Drafting and implementation of debt Management and group policy establishment – external and intercompany debt and contingent liabilities (L/Cs);

Handling of cash disbursements funding (accounts payable, payroll, taxes, others);

Management of bank service agreements/contracts;

Management of the activities within the Accounting Department according to general accounting standards and procedures, in order to ensure compliance with them;

Handling of all tax-related activities undertaken by the Accounting Department in compliance with the Greek tax authorities and relevant tax legislation;

Review of the proper use of the adopted software accounting packages for the accurate, complete and valid information processing and reporting;

Drafting and reviewing the Company’s financial budget and reporting systems;

Generation of managerial reports, including budget-to-actual reviews, monitoring of performance analysis and deviations’ interpretation of revenues and expenses;

Coordination of the flow of financial data, in order to collect the information required for the timely preparation of periodic financial budgets and reports;

Monitoring and interpretation of financial performance through budgeting and control processes and recommending corrective actions to the Management for variances;

Preparation of different KPIs scenarios, based on Shareholders and Company priorities regarding the budget, forecasts and the strategic plan;

Validation of the monthly, quarterly and annual reports for the Shareholders in their required formats;

Monitoring of all agents’ accounts receivables and check of balances;

Preparation, checking and settlement of agents’ payments;

Participation in establishing credit limits, evaluation of credit risks and review of credit applications;

Definition of credit terms, communication to the Sales Operations Division and maintenance of up-to-date analysis;

Handling of agents’ requests for payment facilitation or any other sort of financial issue;

Drafting and management of budget and procurement planning procedures;

Leading quality standards implementation and ensuring that all necessary quality certifications are obtained;

Responsibility for tendering the supply of materials and services and for their acceptance, as per the applicable Procurement Policy and the decisions of both the Management and the Board;

Cooperation with BUs and the General Legal Counsel for the drafting of procurement contracts, in accordance with the applicable Procurement Policy;

Coordination of operations related to issuance of Winnings Certificates for the Company’s products;

Management of the Finance Business Process Reengineering Project;

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All accountabilities of the Investor Relations Division, as described under Section 4.4.5.

Administration Unit

The Administration Unit has the following main accountabilities, indicatively:

Implementation and monitoring of the payroll according to the applicable laws and the personnel expenses budget.

Implementation and monitoring of Compensation and Benefits Policies, ensuring that they are applicable across the Organization and serve the Company’s targets.

Implementation of employee benefits policies, in order to contribute to the realization of the Company’s goals by retaining and motivating key personnel.

Following up Labor Law changes, providing advice to Divisions on personnel issues, as well as assisting in legal cases related to labor disputes, in order to ensure that the Company abides by employment laws.

Monitoring of litigations and representation of the Company in personnel cases, as well as in negotiations with unions.

Development and monitoring of the implementation of the Organization’s recruitment strategy, to ensure that personnel needs are met.

Drafting of training and employee development strategy, as well as career, succession and leadership programs, to support the Organization’s business plan and to ensure that personnel has the necessary skills to meet its objectives and that its engagement is increased.

Monitoring of the Organization’s training budget to ensure that the best quality of training and development is provided within the established budget.

Drafting and monitoring of Human Resources policies of the Company, as well as preparation of recommendations to the Chief Administration Officer, regarding required Human Resources processes reengineering, so as to achieve the optimization of processes, cost control and containment.

Development, implementation and monitoring of employee engagement tools, such as employee engagement surveys etc.

Development and implementation of the Internal Communication Plan.

Drafting and updating Company job descriptions.

Development and monitoring of the Performance Appraisal Management System.

Coordination and monitoring of the selection of Administration Unit IT systems and their roll out.

Management of the maintenance services for all Company facilities, always in compliance with the legislative and safety framework.

Responsibility for planning, budgeting and managing daily operations including: sanitation, preventive maintenance, repairs, Company Protocol etc.

Development and implementation of energy reduction and cost saving initiatives.

Information Technology Unit

The Information Technology Unit has the following main accountabilities, indicatively:

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Definition of the strategy and architecture of all IT applications of OPAP, as well as identification and use of new technologies in OPAP Group activities.

Planning, organization and implementation of activities relevant to the development, maintenance, installation, support and proper operation.

Organization and management of the delivery of large and complex application development projects, in-house or outsourced.

Maintenance of application and information systems security.

Management of relationships with vendors to meet business objectives and contracts.

Installation, maintenance and overview of the operation and technical support for all types of peripherals used by OPAP users and agents.

Operation of all technology infrastructures, including data centers, network, servers and storage services.

Responsibility to ensure the requested availability, integrity and security of all IT systems and infrastructure.

Support of end users and the Help Desk.

Technology Development Unit

The Technology Development Unit has the following main accountabilities, indicatively:

Development of strategies to increase the Company’s top line (revenue)

Use of technology to enhance the Company’s product offerings

Collaboration and management of vendors that supply solutions to enhance the Company’s products

Alignment of the Company’s product architecture with business priorities

Project & Business Development Office

The Project & Business Development Office has the following main accountabilities, indicatively:

Planning and monitoring the implementation of all OPAP Group projects in all Units

Planning, development and implementation of market penetration strategies

Exploitation and expansion of current client database by initiating and managing effective relationships with developed leads on a continuous basis

Management of multiple new business prospect engagements

Evaluation of market research and adjustment of new business strategies to meet

changing market and competitive conditions.