GREEK ORGANISATION OF FOOTBALL PROGNOSTICS S.A.

8th Extraordinary General Meeting Resolutions

 

Athens, November 7th, 2013 -The eighth (8th) Extraordinary General Meeting of the shareholders of Greek Organization of Football Prognostics S.A. (OPAP S.A.) took place on Thursday, November 7th, 2013 at its headquarters, 62, Kifissou Str., Peristeri, Attikis.

Eight hundred (800) shareholders representing 229,969,782 shares, out of a total of 319,000,000 shares, i.e. 72.09% of the Company's share capital, were present or represented and voted at the Meeting.

Item 1st: Α) Announcement, according to Article 18, paragraph 7, of C.L. No 2190/1920 and Article 14, paragraph 1, of the Articles of Association of the Corporation, of the election of the new Members of the Board of Directors in replacement of the resigned ones.

Specifically:

1. Mr. Kamil Ziegler, Executive Member of the Board of Directors in

replacement and for the remainder term in office of the resigned Non  Executive Member of the Board of Directors, Mr. Panagiotis Koliopanos.

2.  Mr. Spyridon Fokas, Non Executive Member of the Board of Directors, in replacement and for the remainder term in office of the resigned Non Executive Member of the Board of Directors, Mr. Dimitrios Agrafiotis.

3. Mr. Pavel Horak, Non Executive Member of the Board of Directors, in replacement and for the remainder term in office of the resigned Non Executive Member of the Board of Directors, Ms. Despoina Laskaridou.

 4. Mr. Michal Houst, Executive Member of the Board of Directors, in replacement and for the remainder term in office of the resigned Non Executive Member of the Board of Directors, Mr. Epameinondas Lekeas.

 5.  Mr. Georgios Melisanidis, Non Executive Member of the Board of Directors, in replacement and for the remainder term in office of the resigned Non Executive Member of the Board of Directors, Mr. Grigorios Felonis.

6. Mr. Pavel Saroch, Non Executive Member of the Board of Directors, in replacement and for the remainder term in office of the resigned Independent Non Executive Member of the Board of Directors, Ms. Eythimia Chalatsi.

 7. Mr. Konstantin Yanakov, Non Executive Member of the Board of Directors, in replacement and for the remainder term in office of the resigned Executive Member of the Board of Directors, Mr. Konstantinos Louropoulos.

 8.  Mr. Christos Kopelouzos, Non Executive Member of the Board of Directors, in replacement and for the remainder term in office of the resigned Executive Member of the Board of Directors, Mr. Georgios Symeonidis.

 9. Mr. Marco Sala, Non Executive Member of the Board of Directors, in replacement and for the remainder term in office of the resigned Non Executive Member of the Board of Directors, Mr. Konstantinos Foulidis.

10. Mr. Igor Rusek, temporarily independent Non Executive Member of the Board of Directors, in replacement and for the remainder term in office of the resigned Independent Non Executive Member of the Board of Directors, Mr. Theofanis Moustakatos.

11. Mr. Rudolf Jurcik, temporarily independent Non Executive Member of the Board of Directors, in replacement and for the remainder term in office of the resigned Independent Non Executive Member of the Board of Directors, Mr. Stephanos Pantzopoulos.

 

Β) Announcement of appointment of (i) the temporarily independent Non Executive Member of the Board of Directors, Mr. Igor Rusek, as Chairman of the Audit Committee in replacement and for the remainder term in office of the resigned Independent Non Executive Member of the Board of Directors, Mr. Stephanos Pantzopoulos, (ii) the temporarily independent Non Executive Member of the Board of Directors, Mr. Rudolf Jurcik, as Member of the Audit Committee in replacement and for the remainder term in office of the resigned Independent Non Executive Member of the Board of Directors, Mr. Theofanis Moustakatos and (iii) the Non Executive Member of the Board of Directors, Mr. Spyridon Fokas, as Member of the Audit Committee in replacement and for the remainder term in office of the resigned Independent Non Executive Member of the Board of Directors, Ms. Eythimia Chalatsi, in accordance with Article 37, paragraph 1 of Law No. 3693/2008.

 

Item 2nd : Approval of the twelve member Board of Directors, as follows:

 

  1. Kamil Ziegler, father's name Karel.
  2. Spyridon Fokas, father's name Panagiotis.
  3. Pavel Horak, father's name Pavel.
  4. Michal Houst, father's name Miroslav.
  5. Georgios Melisanidis, father's name Dimitrios.
  6. Pavel Saroch, father' s name Miroslav.
  7. Konstantin Yanakov, father‘s name Perikl.
  8. Christos Kopelouzos, father‘s name Dimitrios.
  9. Marco Sala, father‘s name Gaetano.
  10. Igor Rusek, father's name Milos, Independent Non Executive Member of the Board
  11. Rudolf Jurcik, father's name Rudolf, Independent Non Executive Member of the Board and
  12. Dimitrakis Potamitis, father's name Ioannis, Independent Non Executive Member of the Board

 

The term of office of the aforementioned Members of the Board of Directors is four years and be extended ipso facto until the election of a new Board of Directors by the next General Meeting of Shareholders.

 

Item 3rd:  Approval of appointment of the Members of the Audit Committee, as follows:

1. Mr. Dimitrakis Potamitis, Independent Non Executive Member of the Board of Directors, as Chairman.

2. Mr. Igor Rusek, Independent Non Executive Member of Board of Directors, as Member.

3. Mr. Rudolf Jurcik, Independent Non Executive Member of Board of Directors, as Member.

 

Item 4th:  Granted permission, according to article 23, paragraph 1, of C.L. No 2190/1920 to the Members of the Board of Directors of the Corporation and any persons who are in any way involved in the management of the Corporation, the General Managers, the Managers for their participation in the Boards of Directors or in the Management of the Corporations of the Corporate Group and of the affiliated Corporations, within the meaning of article 42e, paragraph 5 of C.L. 2190/1920 and therefore, the conducting on behalf of the affiliated companies of acts falling within the Corporation's objectives.

 

Item 5th:  Granted special approval according to article 23a of C.L. No 2190/1920 for the conclusion of a fixed-term employment contract with the CEO and Chairman of the Board of Directors of the Corporation, Mr. Kamil Ziegler, approved the basic terms thereof and granted an authorization to the Board of Directors to sign the contract.

 

Item 6th: Granted special approval according to article 23a of C.L. No 2190/1920 for the conclusion of a fixed-term employment contract with the executive member of the Board of Directors Mr. Michal Houst, approved the basic terms thereof and granted an authorization to the Board of Directors to sign the contract. 

The breakdown of the votes for each resolution will be posted on the Company's website www.opap.gr in accordance with article 32, paragraph 1 of C.L. 2190/1920.

 

Athens, November 7th 2013

OPAP S.A.