04/06/2020
INVITATION
TO THE SHAREHOLDERS OF THE SOCIETE ANONYME UNDER
THE BUSINESS NAME
"ORGANIZATION OF FOOTBALL PROGNOSTICS S.A." (the “Company”)
G.E.MI. REGISTRATION NUMBER 3823201000
(FORMER Α.Ρ.Μ.Α.Ε. REGISTRATION NUMBER 46329/06/Β/00/15)
TO THE TWENTIETH (20th) ORDINARY GENERAL MEETING
(FISCAL YEAR 01/01/2019 – 31/12/2019)
In accordance with the Law, the Company’s Articles of Association and the No 5 (per rotation) resolution dated 03.06.2020, of the Board of Directors of the “ORGANISATION OF FOOTBALL PROGNOSTICS S.A.” (“OPAP S.A.”), the Board of Directors of the Company invites the Shareholders of the Company to participate to the twentieth (20th) Ordinary General Meeting, which will be held on Thursday, 25th of June, 2020, at 14:00 pm at the Company's offices which are situated at the Company’s statutory seat at 112, Athinon Ave., Athens, Attica. In the event that the required decision quorum is not met, the Repeat Ordinary General Meeting of the Shareholders will be convened on Monday, the 6th of July, 2020, at 14:00 pm at the Company’s offices, at 112, Αthinon Ave., Athens, Attica.
The Company, taking into account the precautionary measures to confront the risk of dissemination of COVID-19 and aiming to protect its shareholders, its personnel and generally the public, as well as to ensure business continuity at its premises, urges the shareholders not to physically participate in the meeting and points out that it has taken measures to support the shareholders in this direction. More specifically, the Company points out that:
(a) Participation in the General Meeting is possible through representative who shall vote in accordance with the shareholder’s written instructions. For the restriction to the minimum necessary of the number of individuals which shall be present at the place of the meeting at the Company’s premises, the Company has indicated specific persons among its employees, which shareholders may authorize to represent them and vote on their behalf in the meeting in accordance with their instructions. Shareholders wishing to make use οf the relevant possibility, are kindly requested to contact Investors Relations Department) at (tel. (+30) 210-5798930) or via e-mail at This email address is being protected from spambots. You need JavaScript enabled to view it. .
(b) Remote participation in the meeting is possible through audiovisual and electronic means (teleconference), as well as remote voting during the meeting, according to the provisions of this invitation.
(c) The procedure of the meeting shall be limited to the absolute necessary. For the proper preparation and limitation of the attendance time at the venue of the meeting, the Company urges the shareholders to submit any questions in writing before the meeting according to the provisions of this invitation. No reception shall take place afterwards, as customary.
(d) Entrance shall not be allowed to third parties, other than to shareholders and representatives thereof.
The Ordinary General Meeting will discuss and decide upon the following items of the Daily Agenda:
ITEMS ON THE DAILY AGENDA – A.G.M. 25.06.2020
Item 1st: Submission and approval of the Company’s Financial Statements and of the Consolidated Financial Statements for the twentieth (20th) fiscal year (from the 1st of January 2019 to the 31st of December 2019) and of the relevant Directors’ Report and Auditors’ Report.
Item 2nd : Approval of the overall management of the Company per article 108 of Law 4548/2018, as in force, and discharge of the Statutory Auditors of the Company from any liability for compensation for the twentieth (20th) fiscal year (from the 1st of January 2019 to the 31st of December 2019).
Item 3rd : Selection of certified Auditors for the audit of the financial statements of the Company for the current twenty-first (21st) fiscal year (from the 1st of January 2020 to the 31st of December 2020) and for the issuance of the annual tax report.
Item 4th: Provision of permission as per article 98 par. 1 of Law 4548/2018, as in force, to the Board of Directors’ Members and the officers and directors of the Company’s Teams for their participation in the Boards of Directors or in the management of the Group’s subsidiaries and affiliates.
Item 5th: Submission for discussion and voting of the Remuneration Report of the Board of Directors for the twentieth (20th) fiscal year (from the 1st of January 2019 to the 31st of December 2019), in accordance with article 112 par. 3 of Law 4548/2018, as in force.
Item 6th: Amendment of articles 2, 12, 18, 19, 23 and 34 of the Company’ Articles of Association.
Item 7th: Approval of the distribution of earnings for the twentieth (20th) fiscal year (from the 1st of January 2019 to the 31st of December 2019).
Item 8th: Approval of the distribution of part of the Net Profits of the financial year 2019 of the Company to Executive Members of the Board of Directors and other Key Management Personnel of the Company.
Item 9th: Approval of the distribution of part of the Net Profits of the financial year 2019 of the Company to Executive Members of the Board of Directors and other Key Management Personnel of the Company by virtue of and in accordance with the Long Term Incentive Scheme approved by the 17th AGM of the Shareholders of the Company dated 27.04.2017.
Item 10th: Approval of a new Long Term Incentive Scheme with distribution of part of the Net Profits of the Company to Executive Members of the Board of Directors and other Key Management Personnel of the Company.
In the case of a Repeat Ordinary General Meeting, a new invitation will not be published, in accordance with par. 2 of article 130 of Law 4548/2018.
In accordance with Law 4548/2018 as in force, as currently in force, the Company informs its shareholders on the following:
Α. RIGHT TO PARTICIPATE AND VOTE AT THE GENERAL MEETING
The right to participate and vote at the Ordinary General Meeting and/or at Repeat Ordinary General Meeting is held by anyone who appears as a Shareholder in the dematerialized securities system files which “Greek Central Securities Depository SA” (ATHEXCSD) manages, where the Company’s securities are kept, at the beginning of the fifth (5th) day prior to the Ordinary General Meeting, namely on 20th of June, 2020 (record date). Proof of Shareholder status is evidenced either through written confirmation from ATHEXCSD or, alternatively through the Company’s electronic connection with ATHEXCSD’s files.
Those entitled to vote and participate at the Ordinary General Meeting are only individuals who qualify as Shareholders on the relevant record date. Note that the exercise of participation and voting rights does not presuppose the blocking of neither the beneficiary’s shares nor the adherence to another similar procedure, which restricts the possibility of the sale and transfer of such shares during the period between the record date and the Ordinary General Meeting or the Repeat Ordinary General Meeting.
Β. PROCESS FOR THE EXERCISING OF THE RIGHT TO VOTE THROUGH A REPRESENTATIVE
Each Shareholder may take part and vote either in person or by proxy by submitting the relevant authorization to the Company according to the below mentioned and can appoint up to three (3) representatives. If a Shareholder holds shares of the Company which appear in more than one securities account, the Shareholder may appoint different proxies with regard to the General Meeting for the shares appearing in each Account.
The appointment or/and the revocation or/and the replacement of a proxy takes place in writing which is then submitted to the Company at its headquarters or sent via fax, to (+30)210-5798931 or via e-mail at This email address is being protected from spambots. You need JavaScript enabled to view it. at least forty eight (48) hours prior to the date of the General Meeting (ie by June 23rd, 2020 at 14:00 pm the latest). The representation form is available on the Company’s website www.opap.gr. In the case of non-compliance with the above deadline, Shareholders may participate in the General Meeting unless the General Meeting refuses their participation for significant cause justifying its refusal.
A representative acting on behalf of several Shareholders may cast votes differently for each Shareholder.
The representative votes in accordance with the instructions of the Shareholder, as long as they exist, and must file the voting instructions for at least one (1) year from the date of the Ordinary General Meeting or the Repeat General Meeting in which he used his proxy.
The share representative is obliged to notify the Company, before the start of the Ordinary General Meeting, of any specific fact, which may be useful to Shareholders in ascertaining whether there is a risk that the representative may serve other interests, besides the interests of the Shareholder. In the context of the present paragraph, a conflict of interests may arise particularly if the representative is: (a) a shareholder that exercises control over the Company, or other legal person or entity that is controlled by such a shareholder, (b) a member of the Board of Directors or the management of the Company in general, or of a shareholder that exercises control of the Company, or of 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 of a controlling shareholder of the Company or of another legal person or entity that is controlled by a controlling shareholder, and (d) a spouse or a first-degree relative with any one of the physical persons that are mentioned in cases a) to c).
C. REMOTE PARTICIPATION (IN PERSON OR BY PROXY) IN THE GENERAL MEETING IN REAL TIME BY TELECONFERENCE OR/AND EXERCISE OF VOTING RIGHT
Without prejudice to the aforementioned provisions regarding appointment or revocation or replacement of proxy holders, any shareholder wishing to participate in the General Meeting remotely, must fill in the “Declaration Form of Remote Participation in the General Meeting - Proxy Holder Authorization”, which is available on the Company’s website: www.opap.gr, and submit such declaration form to the Company’s headquarters at 112, Athinon Ave., Athens, Attica (to the attention of Investors Relations Department) or sent it via fax to (+30) 210-5798931 or via e-mail at This email address is being protected from spambots. You need JavaScript enabled to view it., at least forty eight (48) hours prior to the scheduled Ordinary General Meeting, i.e. by June 23th, 2020 and at 14:00 pm the latest.
Following verification of the shareholder’s capacity, the shareholder (or its appointed proxy holder) shall be promptly furnished with instructions regarding attendance or/and voting during the General Meeting.
Each shareholder (or its proxy holder) may attend the General Meeting (and participate in the voting) remotely using audio-visual and electronic means, from the meeting’s commencement on June 25th, 2020 and 14:00 pm until its closing, by entering the link sent to the e-mail address identified in respective “Declaration Form of Remote Participation in the General Meeting - Proxy Holder Authorization”. Each shareholder (or its proxy holder) may also address the General Meeting by submitting questions either in writing at least forty-eight (48) hours prior to the scheduled General Meeting (i.e. by June23rd, 2020 and at 14:00 pm the latest) to the Company’s headquarters at 112, Athinon Ave, Athens, Attica (to the attention of Investors Relations Department) or by sending such questions via fax to (+30) 210-5798931 or via e-mail at This email address is being protected from spambots. You need JavaScript enabled to view it. or during the meeting through audiovisual and electronic means.
Shareholders that will participate at the General Meeting by teleconference in real-time are taken into consideration for the formation of the quorum and majority and will be able to exercise their rights effectively during the General Meeting. Therefore, shareholders will have the ability to:
a) follow the proceedings of the General Meeting with electronic or audiovisual means,
b) take the floor and address the General Meeting using the Live Feedback service during the General Meeting,
c) vote in real time during the General Meeting on the matters of the daily agenda,
d) receive information on the recording of their vote.
D. SHAREHOLDERS’ MINORITY RIGHTS
According to Article 121, paragraph 4 of Law 4548/2018, we inform Messrs. Shareholders that, inter alia, they possess the following rights under Article 141, paragraphs 2, 3, 6 and 7 of Law 4548/2018.
Ι. Shareholders, representing one twentieth (1/20) of the Company’s paid up share capital, are entitled to request that the Company's Board of Directors includes additional agenda items in the General Meeting if the relevant application reaches the Board of Directors at least fifteen (15) days before the General Meeting. The application for the inclusion of additional items on the agenda for the General Meeting is accompanied by a justification or a draft decision to be approved at the Ordinary General Meeting. The revised agenda is then published, as in the case of the previous agenda, at thirteen (13) days before the Ordinary General Meeting date. At the same time, the revised agenda is made available to Shareholders through its being posted on the Company's website, together with the justification or the draft decision which the Shareholders have submitted, pursuant to Article 123, par. 4 of of Law 4548/2018. If these items are not published, the requesting shareholders have the right to request the postponement of the general meeting according to paragraph 5 of Article 141 of Law 4548/2018, and to proceed themselves to the publication, according to the provisions of the second indent of paragraph 2 of Article 141 of Law 4548/2018, at the expense of the company.
ΙΙ. Shareholders, representing one twentieth (1/20) of the Company’s paid up share capital are entitled to request that the Board of Directors, in line with Article 123, par.3 of Law 4548/2018, makes available to Shareholders, at least six (6) days prior to the General Meeting date, the draft decisions submitted by such Shareholders in connection to items which have been included in the initial or possibly revised Daily Agenda, if the relevant application has reached the Board at least seven (7) days prior to the Ordinary General Meeting date.
ΙΙΙ. Following an application made by any Shareholder submitted to the Company at least five (5) full days before the Ordinary General Meeting, the Board of Directors is then bound to make the requested specific information available with respect to Company affairs, to the extent that the requested information is relevant to the agenda items at the General Meeting. The Board of Directors 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 in the form of questions and answers. Also, at the request of Shareholders representing one twentieth (1/20) of the paid up share capital, the Board of Directors must notify the Ordinary General Meeting regarding the amounts that have been paid to each Member of the Board or the Company’s directors or any benefit to these persons from any cause or company contract with them, over the last two years. In all of the above cases, the Board of Directors may decline the provision of information for an adequate and substantial reason, mentioned in the minutes.
IV. Shareholders representing one tenth (1/10) of the paid up share capital may request the Board of Directors to provide information on the progress of corporate affairs and the information relevant to the Company's assets at the General Meeting. This request must be submitted to the Company at least five (5) full days before the General Meeting. The Board of Directors may decline to provide the requested information by adequately and substantially justifying such refusal in the minutes of the General Meeting.
Similar deadlines for the exercise of minority rights also apply in the case of Repeat General Meetings.
In all of the cases referred to above, requesting shareholders must prove their capacity as a shareholder and, with the exception of the case of the above paragraph III, the number of shares that they own during the exercise of such a right. Such proof can be an attestation from the organization where the securities are kept or verification of Shareholder status through direct electronic connection between the organization and the Company.
E. AVAILABLE DOCUMENTS AND INFORMATION
The information of Article 123 par. 3 and 4 of Law 4548/2018, as in force and in particular, the present Invitation, the relevant Explanatory Report-Recommendation of the Board on the items of the Daily Agenda, the documents that will be submitted to the General Meeting, the draft decisions on the items of the proposed daily agenda, the representation forms, the forms regarding remote participation or/and remote voting, as well as more precise information regarding the exercise of the above mentioned minority rights stipulated in Law 4548/2018 and the total number of shares and voting rights that these shares incorporate on the Invitation date, are available in electronic format on the Company's website (www.opap.gr). Also, Messrs. Shareholders may obtain the above documents in hard copy from the Company’s Investor Relations Office [at 112 Αthinon Avenue, Athens, Attica, tel. (+30)210-5798930].
ATHENS, 03.06.2020
ΤHE BOARD OF DIRECTORS OF OPAP S.A.