INVITATION

OF THE SHAREHOLDERS OF THE SOCIETE ANONYME UNDER BUSINESS NAME:

"GREEK ORGANIZATION OF FOOTBALL PROGNOSTICS S.A."

(REGISTRATION NUMBER Α.Ρ.Μ.Α.Ε. 46329/06/Β/00/15)

TO AN EXTRAORDINARY GENERAL MEETING

 

In accordance with the law and the Articles of Association of the Company, and the resolution of its 27th Board of Directors meeting of October 6th, 2011 (Item 1st), invites its shareholders to an Extraordinary General Meeting on Thursday, November 3rd, 2011, at 12:00 pm at the Company's headquarters, 62, Kifissou Ave. in Peristeri, Athens, Greece, in order to discuss and decide upon the following issues of the daily agenda:

1. Approval of the agreement with the Hellenic Republic (HR) for a 10-year extension (2020-2030) of OPAP's exclusive right as defined in the 15.12.2000 concession agreement.

2. Approval of the HR's proposal for granting OPAP a license to install and operate 35,000 Video Lottery Terminals (VLTs) pursuant to article 39 of L.4002/2011.

3. Approval for raising debt (through issuance of a bond or any other type) up to an amount of six hundred million euros (€600m) and authorisation to the Board of Directors to negotiate and determine its relevant terms.

4. Ratification of the election of Mr. Athanasios Zygoulis as a member of the Board of Directors in replacement of the resigned member Mrs. Marina Massara.

5. Appointment of Mrs. Euthymia Halatsi as an Audit Committee member in replacement of the resigned member Mrs. Hrysi Hatzi.

In the event that the required decision quorum, is not met, the Α' Reiterative Extraordinary General Meeting of the shareholders will convene on Monday, November 14th, 2011, at 12:00 p.m. at the company's headquarters, 62, Kifissou Ave., Peristeri, Athens, Greece. In case the quorum is still not met, the B' Reiterative Extraordinary General Meeting of the shareholders will convene on Friday, November 25th, 2011, at 12:00 p.m. at the company's headquarters, 62, Kifissou Ave., Peristeri, Athens, Greece. No further invitations for the A' and B' Reiterative Extraordinary General Meetings shall be published.

In accordance with C.L. 2190/1920, as modified by L. 3884/2010 and applying, the Company informs shareholders on the following:

 

A. PARTICIPATION RIGHT AND VOTE AT THE EXTRAORDINARY GENERAL MEETING

Any shareholder listed in the dematerialized securities system files, managed by the Hellenic Exchanges SA where Company's shares are kept, is entitled to participate in the Meeting.

Shareholder capacity is evidenced directly by electronic connection of the Company with Hellenic Exchanges SA files.

Shareholder capacity must be in force on Saturday, October 29th, 2011, (taking in consideration the last working day Thursday, October 27th, 2011) namely on the fifth day prior to the Extraordinary General Meeting date on Thursday, November 3rd, 2011 and the relevant electronic certification on the shareholder capacity must have reached the Company the latest on the third day before the General Meeting. Further to the above, if the shareholder is a legal entity, it shall submit all the documents necessary for its legalization, as laid down by law, within the same deadline.

Any shareholder fulfilling the same aforementioned requirements may participate in the Α' reiterative Extraordinary General Meeting on Monday, November 14th, 2011. Shareholder capacity must be in force on Thursday, November 10th, 2011 for Α' Reiterative General Meeting, namely on the fourth day prior to the A' reiterative General Meeting (Registration Date of A' Reiterative General Meeting). As for a B' Reiterative General Meeting, shareholder capacity must be in force on Monday, November 21th, 2011, namely on the fourth day prior to the B' reiterative General Meeting (Registration Date of B' Reiterative General Meeting), As regards shareholder capacity and representation of legal entities shareholders to the meeting, the above deadlines referring to the first meeting shall apply.

Any entity bearing the shareholder capacity on the relevant Registration Date is entitled, vis-a-vis the Company, to participation and voting right in the General Meeting. In case of non compliance with the provisions of article 28a of codified law 2190/1920, the shareholder in question will participate in the General Meeting only on permission by the latter.

The exercise of such rights does not presuppose the blocking of the beneficiary's shares neither the adherence to another similar procedure which restricts the possibility of sale and transfer of such shares during the period between the Registration Date and the Extraordinary General Meeting.

 

B. PARTICIPATION PROCESS AND VOTING THROUGH A REPRESENTATIVE

Shareholders may participate in the Annual General Meeting and vote either in person or by proxy.

Each shareholder may appoint up to three (3) proxies and legal entities/shareholders may appoint up to three (3) natural persons as proxies. In cases where a shareholder owns shares of the Company that are held in more than one Investor Securities Account, the above limitation does not prevent the shareholder from appointing separate proxies for the shares appearing in each Account. A proxy who acts for more than one shareholder may cast votes differently for each shareholder.

 

A plenipotentiary document for appointing representatives will be available to shareholders:

a) in hard copy at the Investor Relations Division of the Company (62, Kifissou Ave., Peristeri, Athens, Greece), and

b) in electronic form on the website of the Company (www.opap.gr).

The abovementioned document must be filled-in, signed and submitted to the Company, at the address mentioned in a) above, at least three (3) days before the date of the General Meeting.

This form must have been sent to the Shareholder Service Desk filled out in all its points and signed by the shareholder, according to the specific filling out, signing and submitting instructions included in the form, either by fax at + 30 210 5798931, for the attention of Shareholder Service Desk.

The representative is obliged to notify the Company, before the start of the General Meeting, of any specific fact, which may be useful to shareholders in ascertaining the risk that the representative may serve other interests, besides the interests of the shareholder.

A conflict of interest may arise in particular when the representative is:

a) A shareholder that exercises control over the Company, or other legal person or entity that is controlled by that shareholder,

b) A member of the Board of Directors or in general of the management of the Company or a shareholder that exercises control of the Company, or other legal person or entity that is controlled by that shareholder, which exercises control over the Company.

c) An employee or a certified auditor of the Company or a shareholder that exercises control over it, or other legal person or entity that is controlled by a shareholder that exercises control over the Company.

d) A spouse or a relative in the first degree with one of the physical persons that are mentioned in cases a) to c).

 

C. RIGHTS OF MINORITY SHAREHOLDERS

With an application by shareholders, representing one twentieth (1/20) of the paid up share capital, the Company's Board of Directors is bound to include in the General Meeting additional agenda items, if the relevant application reaches the Board of Directors at least fifteen (15) days before the General Meeting. The application for inclusion of additional items on the agenda is accompanied by a justification or a draft decision to be approved at the General Meeting and the revised agenda is published likewise, as the previous agenda, thirteen (13) days before the General Meeting date and at the same time it is made available to shareholders by being posted on the Company's website, together with the justification or the draft decision having been submitted by shareholders, pursuant to article 27, par. 3 of codified law 2190/1920.

With an application by shareholders, representing one twentieth (1/20) of the paid up share capital, the Board of Directors makes available to shareholders, in line with article 27 par.3 of codified law 2190/1920, at least six (6) days prior to the General Meeting date, draft decisions of items having been included in the initial or possibly revised agenda, if the relevant application had reached the Board at least seven (7) days prior to the General Meeting date.

After an application by any shareholder, submitted to the Company at least five (5) full days before the General Meeting, the Board of Directors is bound to offer the General Meeting the specific information requested with respect to the Company affairs, to the extent that these are useful for the actual assessment of agenda items. The Board may give a comprehensive reply to shareholders applications with the same content. Information disclosure liability does not exist, in case the relevant information is already available on the Company's webpage, particularly in the form of questions and answers. The Board of Directors may decline provision of information for an adequate and substantial reason, mentioned in the minutes.

With shareholders request, representing one fifth (1/5) of the paid up share capital, submitted to the Company within at least five (5) full days before the General Meeting, the Board is bound to offer the General Meeting information on the progress of corporate affairs and the Company's assets. The Board of Directors may decline provision of information for an adequate and substantial reason, mentioned in the minutes.

The respective deadlines for the voting of minority shareholders apply also in the case of Reiterative General Meetings. In all above cases, shareholders must prove their capacity during the exercise of such right. Such evidence may be considered the submission of a certification by Hellenic Exchanges SA or the certification of shareholder identity with direct electronic connection between Hellenic Exchanges SA and our Company.

 

D. AVAILABLE DOCUMENTS AND INFORMATION

The information and documents foreseen in article 27 par. 3 of codified law 2190/1920, as applying, will be available, on the Company's webpage www.opap.gr, as well as in hard copies at the Company's headquarters, at 62, Kifissou Avenue, Peristeri, Athens, Greece.