Opap S.A.

Annual Report • Mar 31, 2021

Responsible Supervisory Authority: Ministry of Economy, Development and Tourism Company's Website: www.opap.gr Board of Directors: Kamil Ziegler, Jan Karas, Spyros Fokas, Pavel Saroch, Pavel Mucha, Katarina Kohlmayer, Robert Chvátal, Christos Kopelouzos, Igor Rusek, Nikolaos Iatrou, Stylianos Kostopoulos, Rudolf Jurcik, Dimitrakis Potamitis				Approval date of the financial statements: 30 March 2021 Certified Auditor: Konstantinos Michalatos (Registry No SOEL 17701) Auditing Company: PricewaterhouseCoopers SA (SOEL REG. No 113) Type of Auditors' Opinion: Unqualified
FINANCIAL POSITION STATEMENT INFORMATION				CASH FLOW STATEMENT INFORMATION
	(Amounts in thousands of euro) GROUP		COMPANY			(Amounts in thousands of euro) GROUP		COMPANY
	31.12.2020	31.12.2019	31.12.2020	31.12.2019		1.1-31.12.2020	1.1-31.12.2019	1.1-31.12.2020	1.1-31.12.2019
ASSETS					Operating activities
Intangible assets	980,228	1,065,733	874,308		933,089 Profit before tax	216,948	269,181	129,384	268,315
Property, plant & equipment	85,623	98,308	82,813		95,138 Adjustments for:
Right-of-use assets Investment property	41,864 1,606	64,036 1,703	26,155 1,606		32,627 Depreciation and amortization 1,703 Net finance costs	115,718 33,475	107,666 27,054	91,896 30,450	79,717 24,487
Other non - current assets	581,757	138,977	487,995		396,606 Employee benefit plans	834	1,649	766	1,594
Inventories	6,169	6,962	4,011		2,745 Provisions for bad debts	5,383	2,299	2,044	2,024
Trade receivables	68,480	154,042	26,846		64,071 Write-off of trade receivables	691	1,136	628	1,068
Other current assets	554,480	707,370	317,861		487,985 Other provisions	5,359	(16,079)	5,359	(16,082)
TOTAL ASSETS	2,320,206	2,237,131	1,821,596		2,013,966 Provision for obsolete inventories	552	1,160	-	1,160
LIABILITIES & EQUITY Share capital	102,428	96,487	102,428		Impairment losses on intangible assets & goodwill 96,487 Exchange differences	36,833 6	8,650 29	460 6	- 12
Other equity items	637,178	657,300	535,839		660,092 Dividend income	-	-	(5,500)	(7,500)
Equity attributable to owners of the Company (a)	739,606	753,788	638,267		756,579 Impairment of investment in subsidiary	-	-	5,500	8,336
Non-controlling interests (b)	15,281	18,104	-		- Gain from disposal of subsidiary	-	-	(8,336)	-
Total equity (c)=(a)+(b)	754,886	771,892	638,267		756,579 Impairment of other current assets	15,399	4,712	11,857	2,245
Provisions / Other non-current liabilities	141,318	38,394	41,987		34,624 Gain from remeasurement of previously held equity interest	(142,666)	-	-	-
Long-term loans	1,007,830	1,045,580	957,440		995,301 Share of (profit)/loss from associates	(18,156)	(8,470)	-	-
Lease liabilities (long-term) Short-term loans	50,112 33,036	57,649 10,780	22,011 52,692		27,663 Profit from investing activities 23,987 Rent concessions	29 (1,988)	25 -	(4) (995)	(2) -
Lease liabilities (short-term)	7,631	7,130	5,068		5,157 Other non-cash items	-	65	-	2,755
Other current liabilities	325,393	305,705	104,130	170,654
Total liabilities (d)	1,565,320	1,465,239	1,183,328		1,257,387 Changes in Working capital
TOTAL LIABILITIES & EQUITY (c)+(d)	2,320,206	2,237,131	1,821,596		2,013,966 (Increase) / decrease in inventories	241	2,540	(1,266)	8,199
					(Increase) / decrease in receivables	37,938	(34,162)	1,367	(18,412)
					Increase / (decrease) in payables (except banks)	(73,011)	15,098	(76,987)	4,938
	COMPREHENSIVE INCOME STATEMENT INFORMATION				Minus:
	(Amounts in thousands of euro) GROUP		COMPANY		Interest paid Income tax paid	(35,051)	(24,273)	(32,500)	(21,754)
	1.1-31.12.2020	1.1-31.12.2019	1.1-31.12.2020		1.1-31.12.2019 Net cash flows from operating activities (a)	(12,146) 186,388	(78,949) 279,330	(6,720) 147,410	(69,966) 271,133
Revenue (GGR)	1,129,783	1,619,896	930,219	1,369,923
Net gaming revenue (NGR)	737,265	1,086,178	618,579	905,207
Results from operating activities	250,428	296,264	154,340	285,314
Profit before tax	216,948	269,181	129,384		268,315 Investing activities
Profit (A)	199,378	202,098	101,166		205,612 Proceeds from sale of tangible and intangible assets	7	61	7	41
-Owners of the Company -Non-controlling interests	205,346 (5,968)	202,381 (283)	101,166 -		205,612 Purchase of tangible and intangible assets - Acquisition of subsidiary/associate, net of cash acquired	(18,880) (154,735)	(34,778) (22,000)	(15,002) -	(26,351) -
Other comprehensive income, net of tax (B)	(260)	(1,120)	(229)		(1,118) Loan repayments from third parties	18,185	3,956	1,135	651
Total comprehensive income (A)+(B)	199,118	200,978	100,938		204,495 Loan repayments from subsidiaries	-	-	9,500	6,000
-Owners of the Company	205,095	201,258	100,938		204,495 Loans granted to third parties	(2,317)	(2,191)	(2,317)	-
-Non-controlling interests	(5,977)	(280)	-		- Loans granted to Group companies	-	-	(24,500)	(6,100)
Basic and diluted earnings (after tax) per share (in € )	0.6143	0.6356	0.3026		0.6457 Increase of cash due to acquisition of STOIXIMAN business	64,562	-	-	-
Dividend proposed per share (in €) Profit before interest, tax, depreciation	0.4500	0.0000	0.4500		0.0000 Share capital increase in subsidiaries Increase of cash due to merger of OPAP SERVICES S.A.	- -	- -	(70,000) -	(123,000) 3,268
and amortization (EBITDA)	260,313	412,579	246,696		365,032 Net change in short-term & long-term investments	5,285	(456)	-	-
					Interest received	2,586	1,978	1,225	1,026
					Dividends received	6,799	4,400	7,500	1,500
					Net cash flows used in investing activities (b)	(78,507)	(49,030)	(92,453)	(142,964)
CHANGES IN EQUITY STATEMENT INFORMATION					Financing activities
	(Amounts in thousands of euro)
	GROUP		COMPANY		Proceeds from loans & borrowings	501,500	451,600	500,000	450,000
	31.12.2020	31.12.2019	31.12.2020		31.12.2019 Payments of loans & borrowings	(508,094)	(50,098)	(500,002)	(56,048)
Balance as of January 1st, 2020 and 2019 respectively	771,892	759,536	756,579		717,229 Transaction costs related to loans & borrowings	(5,485)	(1,765)	(5,485)	(1,765)
Total comprehensive income	199,118	200,978	100,938		204,495 Share capital increase expenses	(93)	(97)	(65)	(9)
Dividends paid	(419,657)	(193,607)	(419,657)		(190,302) Payment of lease liabilities	(8,068)	(9,681)	(5,476)	(6,478)
Acquisition of NCI without a change in control Αcquisition of treasury shares	- -	(20,000) 25,081	- -		- Tax on prior year dividends 25,081 Dividends paid	151 (214,735)	- (168,440)	- (214,735)	- (165,136)
Share capital increase expenses	(93)	(97)	(65)		(9) Net cash flows used in financing activities (c)	(234,823)	221,519	(225,763)	220,565
Share capital increase	200,473	-	200,473		- Net (decrease) / increase in cash and
Merger with OPAP SERVICES S.A.	-	-	-		86 cash equivalents (a)+(b)+(c)	(126,943)	451,819	(170,806)	348,734
Non-controlling interests on acquisition of subsidiary	3,154	-	-		- Cash and cash equivalents at the beginning of the year	633,815	181,996	450,297	101,563
Balance as of December 31st, 2020 and 2019	754,886	771,892	638,267		756,579 Cash and cash equivalents at the end of the year	506,873	633,815	279,491	450,297
					ADDITIONAL INFORMATION
1a. The unaudited by the tax authorities fiscal years for the Company and the Group's subsidiaries are presented in note 44 of the annual financial statements. 1b. For unaudited fiscal years, a cumulative provision has been made concerning tax differences amounting to € 1,258 thousand for the Group. 2. The assets of the Group and the Company have not been pledged. 3a. According to the Company's Legal Counsel, there are lawsuits from third parties concerning claims against the Company amounting to € 9,776 thousand and € 9,778 thousand for the Group for which a provision has been recognized, while the total sum of these claims reaches € 19,149 thousand for the Company and € 19,248 thousand for the Group.					9. The fixed assets purchases concerning the period 1.1-31.12.2020 reached € 15,002 thousand for the Company and € 18,880 thousand for the Group. 10. There has not been any cease of operations in any of the Group's segments or companies. 11. Any chance differences in sums are due to approximations. 12. The meeting of the Company's Board of Directors held on 08.01.2020 approved the distribution of a total gross extraordinary dividend of € 1 per share from the undistributed earnings up to the year ending on 31.12.2018. The total approved gross dividend amounted to € 319,794 th The distribution was proceeded through the implementation of the general terms of the five-year

OPAP S.A.

FINANCIAL DATA AND INFORMATION GREEK ORGANIZATION OF FOOTBALL PROGNOSTICS S.A. Register Number: 46329/06/Β/00/15 General Electronic Commercial Registry-G.Ε.ΜI. Number: 3823201000 112, Athinon Ave, 104 42 Athens FOR THE PERIOD FROM JANUARY 1,2020 TO DECEMBER 31, 2020

The purpose of the following information and financial data is to provide users wuth general information about the results of operations of OPAP S.A. ("Company") and OPAP Group ("Group"). Therefore, we recommend the users of the financial data and information, before making any investment decision or proceeding to any transaction with the Group or the Company, to obtain the necessary information from the website, where the consolidated and separate financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the E.U., are available, together with the auditors' report.

3b. Total cumulative provision per category is analyzed as follows:

i) for legal issues € 9,776 thousand for the Company and € 9,778 thousand for the Group, and ii) for employee benefit plans € 4,194 thousand for the Company and € 4,685 thousand for the Group.

3c. Furthermore, according to the Legal Counsel, third party lawsuits have been filed, of a total claim of € 363,085 thousand for the Group, for which the outcome is estimated as positive and consequently, no provisions were required.

4. The number of the employees on 31.12.2020 and 31.12.2019 for the Company was 1,158 (1,503 and 1,557, respectively for the Group).

5. The Group's and Company's total inflow, outflow, receivables and payables to related companies and related parties, according to IAS 24, are as follows:

dividend reinvestment program as approved by the Company's Ordinary General Meeting of the Shareholders, dated 22.05.2019.

13. The 20th Annual Ordinary Shareholders General Meeting, held on 25.06.2020 approved a remaining gross dividend of € 0.30 per share for the fiscal year 2019. The total approved gross dividend amounted to € 99,863 th.. The distribution was proceeded through the implementation of the general terms of the five-year dividend reinvestment program as approved by the Ordinary General Meeting of the Shareholders of the Company, dated 22.05.2019.

14. The financial report of 2020 was approved by OPAP S.A.'s BoD, on 30.03.2021. In relation to dividend distribution for the fiscal year 2020, the Company's Management, after taking into consideration the Company's performance, its prospects, its investment plans and the effect of Coronavirus (COVID-19), proposes the distribution of dividend of € 0.45 per share before withholding taxes (according to the applicable tax legislation).

15.Reclassifications have been made for better presentation with no impact on the equity or the results of operations of the Group and the Company. These reclassifications are presented in Note 47 of the financial statements.

(Amounts in thousands of euro)		GROUP COMPANY
Inflow	144	30,275
Outflow	3,540	9,826
Receivables	144	25,065
Payables	1,402	21,933
Transactions and balances with BoD and Key management personnel	5,604	5,111
Receivables from BoD and Key management personnel	-	-
Liabilities from BoD and Key management personnel	141	139

From the above transactions, the transactions and balances with the subsidiaries have been removed from the consolidated financial statements.

6. Τhe Company's share capital amounts to € 102,428 thousand, divided into 341,426,387 shares with voting rights, par value of 0.30 euros each.

7. The total number of its treasury shares that the Company holds as at 31.12.2020 is 1,829,624 of total value € 14,497 thous and and they have been deducted from the Shareholders Equity of the Group and the Company.

8. The Group's structure is described in note 4 of the financial report and more specifically the following: the Group's participating interest, country of incorporation, method of consolidation and principal activity.

Athens, 30 March 2021
Chairman of the Board	Member of the BoD and Chief Executive Officer	Member of the BoD and Chief Financial Officer	Operational Finance Director
Kamil Ziegler	Jan Karas	Pavel Mucha	Petros Xarchakos