OPAP S.A.

INVITATION

OF THE SHAREHOLDERS OF THE SOCIETE ANONYME UNDER THE BUSINESS NAME:

"GREEK ORGANIZATION OF FOOTBALL PROGNOSTICS S.A."

G.E.MH. 3823201000 (REGISTRATION NUMBER Α.R.Μ.Α.Ε. 46329/06/Β/00/15)

TO AN EXTRAORDINARY GENERAL MEETING

In accordance with the law, the Company's Articles of Association and the resolution of OPAP's Board of Directors meeting dated March 2^nd, 2013, shareholders are invited to the 7^th Extraordinary General Meeting on Tuesday, March 26^th, 2012, 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 day's agenda including the:

1.  Announcement of the election of the executive members of the Board of Directors who will replace members who have resigned.

 

2.  Ratification of the Audit Committee members' replacement, according to article 36 of L.3693/2008.

 

3.  Approval of the Draft Agreement, between “OPAP S.A.” and “INTRALOT S.A. INTEGRATED INFORMATION SYSTEMS AND GAMING SERVICES Company” for the “commissioning, installation and transition to production operations of all necessary equipment regarding a new operational system to support all of the Company's games. The agreement will also cover the transition of “OPAP S.A.'s” existing operations to the new operational system and will provide preventive and corrective maintenance services as well as technical support for procured equipment and software.”

 

In the event that the required decision quorum is not met, the Extraordinary General Meeting will reconvene on Saturday, April 6^th, 2013, at 12:00 p.m., at the company's headquarters at No. 62 Kifissou Ave., Peristeri, Athens, Greece.

No further invitations for an Extraordinary General Meeting will be published.

In accordance with Codified Law 2190/1920, as modified by L. 3884/2010 as it is applicable, the Company informs shareholders on the following:

A. THE RIGHT TO PARTICIPATE AND VOTE AT THE EXTRAORDINARY GENERAL MEETING

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

Shareholder capacity is evidenced through the Company's direct electronic connection with Hellenic Exchanges S.A.'s files.

Shareholder capacity must be in force on Thursday, March 21^st, 2013, i.e. on the fifth day prior to the Extraordinary General Meeting date and the relevant electronic certification concerning shareholder capacity must have reached the Company on the third day before the Extraordinary General Meeting at the very latest. Further to the above, if the shareholder is a legal entity, all the documents necessary for its legalization, as laid down by law, within the same deadline must also be submitted.

Proof of shareholder status is evidenced either through written confirmation from ‘HELEX' or, alternatively through the Company's electronic connection with ‘HELEX' files. In the case of non compliance with the provisions of article 28a of Codified Law 2190/1920, the shareholder in question will participate in the Extraordinary General Meeting only on the permission of the latter.

Any shareholder fulfilling the same aforementioned requirements may participate in the reiterative Extraordinary General Meeting on Tuesday, April 2^nd, 2013. Shareholder capacity must be in force, i.e. on the fourth (4^th) day prior to the reiterative Extraordinary General Meeting (Record Date). The relevant written certification or the electronic verification pertaining to shareholder status must be received by the Company no later than April 3^rd, 2013, i.e. the third (3rd) day before the meeting of that Adjourned Extraordinary General Meeting.
It is noted that the exercise of participation and voting rights does not require the blocking of shares of the beneficiary or any other similar process, which limits the ability to sell and transfer shares in the interval between the record date and the date of the Extraordinary 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 rights at the Extraordinary 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 Extraordinary 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 FOR THE RIGHT TO VOTE THROUGH A REPRESENTATIVE

Shareholders may participate at the Extraordinary 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 the case where a shareholder owns Company shares 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 Company'sInvestor RelationsDivision (62, Kifissou Ave., Peristeri, Athens, Greece), and

b) In electronic format on the Company's website (www.opap.gr).

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

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

The representative is obliged to notify the Company, before the start of the Extraordinary 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 exercising 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 first degree relative with one of the physical persons that are mentioned in cases a) to c).

C. RIGHTS OF MINORITY SHAREHOLDERS

Following 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 additional agenda items at the Extraordinary General Meeting, if the relevant application reaches the Board of Directors by March 11^th, 2013, i.e. at least fifteen (15) days before the Extraordinary General Meeting. The application for the inclusion of additional items on the agenda is accompanied by a justification or a draft decision to be approved at the Extraordinary General Meeting and the revised agenda is published in the same manner as the previous agenda, on March 13^th, 2013, i.e. thirteen (13) days before the Extraordinary General Meeting date. At the same time it is made available to shareholders through being posted on the Company's website, together with the justification or the draft decision that the shareholders have submitted, pursuant to article 27, par. 3 of Codified Law 2190/1920.

With any application made by shareholders, representing one twentieth (1/20) of the paid up share capital, the Board of Directors then makes available to shareholders, in line with article 27 par.3 of Codified Law 2190/1920, on March 20^th, 2013, i.e. at least six (6) days prior to the Extraordinary General Meeting date, draft decisions for items which have been included in the initial or possibly revised agenda, if the relevant application has reached the Board on March 19^th, 2013, i.e. at least seven (7) days prior to the Extraordinary General Meeting date.

After an application made by any shareholder, submitted to the Company by March 21^st, 2013, i.e. at least five (5) full days before the Extraordinary General Meeting, the Board of Directors is bound at the Extraordinary General Meeting to present the specific information requested with respect to the Company's affairs, to the extent that these are useful for the actual assessment of the items on the day's agenda. The Board may give a comprehensive reply to shareholders applications with the same content. Information disclosure liability does not exist, in the case that the relevant information is already available on the Company's webpage, particularly if it is presented in a questions and answers format. The Board of Directors may decline the provision of information for an adequate and substantial reason, mentioned in the minutes.

With any shareholders' request, representing one fifth (1/5) of the paid up share capital, submitted to the Company by March 21^st, 2013, i.e. within at least five (5) full days before the Extraordinary General Meeting, the Board is bound to present any information regarding the progress of corporate affairs and the Company's assets at the Extraordinary General Meeting. The Board of Directors may decline the 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 Extraordinary General Meetings. In all of the aforementioned cases, applicant shareholders must prove their shareholder capacity during the exercise of such a right. This includes submitting certification from Hellenic Exchanges S.A. or the certification of shareholder identity electronically between Hellenic Exchanges S.A. and our Company.

D. AVAILABLE DOCUMENTS AND INFORMATION

The information and documents foreseen in article 27 par. 3 of Codified Law 2190/1920, as applicable, 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.

 

 

PERISTERI, 02.03.2013

THE BOARD OF DIRECTORS OF OPAP S.A.