GREEK ORGANISATION OF FOOTBALL PROGNOSTICS S.A.

APPOINTMENT OF A THREE MEMBER SUPERVISORY COMMITTEE

According to Law 3556/2007 and the Decision of the Capital Markets Committee No. 3/347/12.7.2005, OPAPS.A.discloses the following information to its investors:

According to the case law of the Court of Justice of the European Union, the public Authorities of a Member State of the European Union may allow, within the framework of their broad discretion, granting exclusive rights not only to a public body whose management is subject to direct State supervision but also to a private enterprise provided that the Member State's competent authorities exercise strict supervision thereon. The supervision provided, is designed to tackle the risks that are inherent in the gaming sector such as preventing the encouragement of squandering large amounts of funds on gaming and the combating of addictions in the most effective manner, compared to a regime which would allow entrepreneurs, who would be granted approval, to operate under a non-exclusive legislative framework. 

In the context of the European Union Court's aforementioned jurisprudence, and on the initiative of the Greek State in its negotiations with OPAP S.A. a) For the extension of its exclusive right to conduct its games of chance from 2020 until 2030, and b) for the granting of its contract pertaining to 35,000 VLTs, provisions were included for additional strict supervision, in a systematic manner and beyond the supervision already exercised by the existing legislation with a view to controlling the aforementioned risks, without the Greek State seeking to exercise management control of OPAP S.A.

Specifically:

In the 15/12/2000 contract between the GreekStateand OPAP S.A.a new article 8α was added, according to which:

«In the meetings of the Board of Directors of OPAP S.A. relating to matters regulated by the Agreement a Supervisory Committee is present. The Supervisory Committee, for reasons of public interest shall monitor and ensure the compliance of OPAP S.A. and its agencies with the terms of the Agreement and the current legislation, in particular, in order to ensure that OPAP S.A. complies: a.with the legislative framework regulating the gaming market, b.with the regulations of the Gaming Supervision and Control Commission (G.S.C.C), and with any decision issued in accordance with article 54 paragraph 5 of Law 4002/2011,as in force, c. with the personal data protection legislation, as in force, when operating the gaming machines and d. with the limitations imposed on its marketing communication by the applicable legislation, in relation to its activities and those of its agencies, and to protect minors and vulnerable groups from their exposure to games of chance. Any marketing of OPAP'S S.A. and its agents' activity must not be misleading, must not give the message that games of chance are a means becoming rich, and persons seeming to be less that 21 years must not participate in it.

In particular the Board of Directors S.A. of OPAP S.A. and the people entrusted by the Board of Directors with the exercise of corporate powers, in accordance with article 22 paragraph 3 of c.l 2190/1920, as in force, are obliged to inform the Supervisory Committee on their proposed suggestions regarding those games regulated by the present agreement, and which relate to the following: a. introduction of new or amendment of the existing measures, for the trading and conduct of games of chance, b. agreements of OPAP S.A. with its agencies and c. agreements and generally decisions regarding the marketing communication. 

In case of disagreement of the Supervisory Committee with the relevant suggestion, OPAP S.A. shall abstain from taking a decision on the matter. The dissent of the Supervisory Committee is made in writing and it is addressed to the Board of Directors of OPAP S.A. and notified to the G.S.C.C.

The Supervisory Committee shall suggest to the Board of Directors of OPAP S.A. measures for the protection of the public interest, as the latter is defined above. In case of non compliance of OPAP S.A. with these suggestions the Supervisory Committee shall inform the G.S.C.C. Generally, the Supervisory Committee shall inform without delay the G.S.C.C in case of non compliance of OPAP S.A. with the terms of the Agreement and of the current legislation and shall provide G.S.C.C with any necessary data and information regarding the relevant breaches.

Moreover, the Supervisory Committee submits to G.S.C.C six month periodic reports or ad hoc whenever it is deemed appropriate. For this purpose, OPAP S.A. provides any relevant information and facilitates the Supervisory Committee.

The Supervisory Committee has three members. Initially, the Committee is established by virtue of the Minister's of Finance decision and subsequently by a decision of the G.S.C.C., if this is provided by the Gaming Operation and Control Regulation. The operating cost of the Committee is covered by OPAP S.A».

Further to the Ministry of Finance decision No. 010010/4.11.2011 (Government Gazette ed. Β 2503/4.11.2011) in which OPAP S.A. was granted with the license for the 35,000 VLTs (paragraph 7) but also from the specific contract dated 4/11/2011 between the Greek State and OPAP S.A. (article 11) corresponding provisions for regulations were made in terms of the aforementioned Audit Committee:

Article 11 of the 4/11/2011 contract in particular provides that:

«In the meetings of the Board of Directors of OPAP S.A. relating to matters regulated by the present agreement a Supervisory Committee is present. The Supervisory Committee shall monitor and ensure the compliance of OPAP S.A., its agencies and the Concessionaires with the terms of the present Agreement and the current legislation, particularly with that of article 29 of L. 4002/2011, as in force and the Games Operation and Control Regulation.

To that extent, the members of the Board of Directors of OPAP S.A. and the people entrusted with the exercise of corporate powers are obliged to inform the Supervisory Committee on their proposed suggestions regarding gambling through gaming machines, by virtue of the present agreement and the introduction of new or amended measures for the marketing and operation of the games and particularly regarding the following: a. agreements of OPAP S.A. with its agencies, b. agreements of OPAP S.A. with the Concessionaires and c. agreements and generally decisions regarding the marketing communication and the singe pricing policy defined by OPAP S.A.

In case of disagreement of the Supervisory Committee with the relevant suggestion, OPAP S.A. shall abstain from taking a decision on the matter. The dissent of the Supervisory Committee is made in writing and justified and it is addressed to the Board of Directors of OPAP S.A. notified to G.S.C.C. The above competence of the Supervisory Committee is exercised in order to check the compatibility of the above suggestions with the purpose of paragraph 1 of the present article.

The Supervisory Committee shall suggest to the Board of Directors of OPAP S.A. measures for the protection of the public interest, as the latter is defined above.

Moreover, the Supervisory Committee submits to G.S.C.C biannual periodic reports or ad hoc whenever it is deemed appropriate. For this purpose, OPAP S.A. provides any relevant information and facilitates the Supervisory Committee.

The Supervisory Committee has three members. Initially, the Committee is established by virtue of the Minister's of Finance decision and subsequently by a decision of the G.S.C.C., if so provided by the Gaming Operation and Control Regulation. The operating cost of the Committee passes on OPAP S.A.».

In the context of the generally applicable legislation for the control and supervision of gaming on the part of the Greek State, but mostly by the Ministry Decision in the two contract texts, the Minister of Finance decided in his decision No. 07274ΕΞ/2012 upon the appointment of Messrs. Dionysius Filippopoulos, lawyer, Eugenios Giannakopoulos, lawyer and Konstantinos Magoulas, professor at the NTUA as members of the Supervisory Committee of OPAP S.A., in order to monitor and ensure that public interests are ensured for and that OPAP S.A. and its agents comply with the relevant provisions in the above contracts and legislation.

OPAP S.A.

                                                         PERISTERI 3.10.2012