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Intralot S.A.

Quarterly Report Jun 9, 2021

2695_10-q_2021-06-09_5cdfbcb1-0d27-411a-9189-237cf8086d07.pdf

Quarterly Report

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INTRALOT Group

INTERIM FINANCIAL REPORT FOR THE PERIOD JANUARY 1 TO MARCH 31, 2021 ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

INTERIM FINANCIAL STATEMENTS 3
INCOME STATEMENT GROUP / COMPANY FOR THE FIRST QUARTER OF 2021 3
STATEMENT OF COMPREHENSIVE INCOME GROUP / COMPANY FOR THE FIRST QUARTER OF 2021 4
STATEMENT OF FINANCIAL POSITION GROUP/COMPANY 5
STATEMENT OF CHANGES IN EQUITY GROUP 6
STATEMENT OF CHANGES IN EQUITY COMPANY 7
CASH FLOW STATEMENT GROUP/COMPANY 8
1. GENERAL INFORMATION 9
2. NOTES TO THE INTERIM FINANCIAL STATEMENTS 9
2.1.1 Basis of preparation of the Financial Statements 9
2.1.2 Statement of compliance11
2.1.3 Financial Statements 11
2.1.4 Changes in accounting policies11
2.1.5 EBITDA & EBIT 14
2.1.6 Significant accounting judgments estimates and assumptions 15
2.1.7 Seasonality and cyclicality of operations16
2.2 INFORMATION PER SEGMENT 16
2.3 OTHER OPERATING INCOME19
2.4 INCOME TAX19
2.5 INCOME / (EXPENSES) FROM PARTICIPATIONS AND INVESTMENTS 19
2.6 GAIN / (LOSS) FROM ASSETS DISPOSAL, IMPAIRMENT LOSS & WRITE OFF OF ASSETS 19
2.7 OTHER OPERATING EXPENSES20
2.8 INTEREST AND SIMILAR EXPENSES / INTEREST AND SIMILAR INCOME 20
2.9 FOREIGN EXCHANGE DIFFERENCES20
2.10 TANGIBLE AND INTANGIBLE ASSETS20
2.11 INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES 24
2.12 OTHER FINANCIAL ASSETS 25
2.13 INVENTORIES25
2.14 CASH AND CASH EQUIVALENTS26
2.15 SHARE CAPITAL, TREASURY SHARES AND RESERVES26
2.16 DIVIDENDS 30
2.17 DEBT 30
2.18 SHARED BASED BENEFITS 35
2.19 FINANCIAL ASSETS AND LIABILITIES 35
2.20 SUPPLEMENTARY INFORMATION 42
A. BUSINESS COMBINATION AND METHOD OF CONSOLIDATION 42
I. Full consolidation 42
II. Equity method43
III. Acquisitions 45
IV. New Companies of the Group 45
V. Changes in ownership percentage / Changes in consolidation method45
VI. Subsidiaries' Share Capital Increase 45
VII. Strike off - Disposal of Group Companies 45
VIII. Discontinued Operations45
IX. Companies merge 48
B. REAL LIENS48
C. PROVISIONS 49
D. PERSONNEL EMPLOYED 49
E. RELATED PARTY DISCLOSURES49
2.21 CONTINGENT LIABILITIES, ASSETS AND COMMITMENTS 51
A. LITIGATION CASES 51
B. FISCAL YEARS UNAUDITED BY THE TAX AUTHORITIES 56
Ι) COMPANY AND SUBSIDIARIES 56
ΙΙ) ASSOCIATE COMPANIES & JOINT VENTURES 57
C. COMMITMENTS57
I) Guarantees57
II) Other commitments58
2.22 COMPARABLE FIGURES58
2.23 APPLICATION OF IAS 29 "FINANCIAL REPORTING IN HYPERINFLATIONARY ECONOMIES" 58
2.24 SIGNIFICANT FLUCTUATIONS, RECLASSIFICATIONS & REVERSALS59
2.25 CORONOVIRUS PANDEMIC (COVID-19) IMPACT61
2.26 SUBSEQUENT EVENTS 61

INTRALOT Group

Interim Financial Statements for the period January 1 to March 31, 2021

INTERIM FINANCIAL STATEMENTS INCOME STATEMENT GROUP / COMPANY FOR THE FIRST QUARTER OF 2021

GROUP COMPANY
Amounts reported in thousand € Note 1/1-31/3/2021 1/1-31/3/2020 1/1-31/3/2021 1/1-31/3/2020
Sale Proceeds 2.2 101.955 93.289 4.647 10.286
Less: Cost of Sales -75.846 -74.238 -7.750 -10.160
Gross Profit
/(loss)
26.109 19.051 -3.103 126
Other Operating Income 2.3 5.536 3.672 25 37
Selling Expenses -6.651 -6.642 -1.521 -2.259
Administrative Expenses -15.153 -17.520 -3.060 -3.857
Research and Development Expenses -456 -655 -456 -655
Reorganization expenses 2.7 -5.026 -320 -2.188 0
Other Operating Expenses -979 -468 -17 -121
EBIT 2.1.5 3.380 -2.882 -10.320 -6.729
EBITDA 2.1.5 24.446 15.673 -4.508 -2.391
Income/(expenses) from participations and investments 2.5 1.123 757 16.599 47
Gain/(loss) from assets disposal, impairment loss and write-off of assets 2.6 -8 14 12 0
Interest and similar expenses 2.8 -12.195 -12.703 -5.373 -4.979
Interest and similar income 2.8 446 691 298 886
Foreign exchange differences 2.9 3.692 -461 488 813
Profit / (loss) from equity method consolidations 70 -476 0 0
Gain/(loss) on net monetary position 2.23 91 188 0 0
Operating Profit/(loss) before tax from continuing operations -3.401 -14.872 1.704 -9.962
Tax 2.4 -2.148 -1.954 -1.845 -264
Profit / (loss) after tax from continuing operations (a) -5.549 -16.826 -141 -10.226
Profit / (loss) after tax from discontinued operations (b) 1 2.20 -882 26 0 0
Profit / (loss) after tax (continuing and discontinued operations)
(a)+(b)
-6.431 -16.800 -141 -10.226
Attributable to:
Equity holders of parent
-Profit/(loss) from continuing operations -7.365 -17.291 -141 -10.226
-Profit/(loss) from discontinued operations 1 2.20 -882 -277 0 0
-8.247 -17.568 -141 -10.226
Non-Controlling Interest
-Profit/(loss) from continuing operations 1.816 465 0 0
-Profit/(loss) from discontinued operations 1 2.20 0 303 0 0
1.816 768 0 0
Earnings/(loss) after tax per share (in €) from total operations
-basic 2.20 -0,0558 -0,1189 -0,0010 -0,0692
-diluted 2.20 -0,0558 -0,1189 -0,0010 -0,0692
Weighted Average number of shares 147.761.688 147.761.688 147.761.688 147.761.688

¹ The activities of Group subsidiaries and associates in Poland (Totolotek S.A.), in Bulgaria (Bilot EOOD, Eurofootball Ltd, Bilot Investment Ltd, Eurobet Ltd, Eurobet Trading Ltd, ICS S.A.) and Peru (Intralot de Peru SAC) are presented as discontinued operations pursuant to IFRS 5 (note 2.20.A.VIII).

STATEMENT OF COMPREHENSIVE INCOME GROUP / COMPANY FOR THE FIRST QUARTER OF 2021

GROUP COMPANY
Amounts reported in thousand € Note 1/1-31/3/2021 1/1-31/3/2020 1/1-31/3/2021 1/1-31/3/2020
Net Profit / (loss) after tax (continuing and discontinued -6.431 -16.800 -141 -10.226
operations) (a)+(b)
Attributable to:
Equity holders of parent Company
-Profit/(loss) from continuing operations -7.365 -17.291 -141 -10.226
-Profit/(loss) from discontinued operations 1 2.20 -882 -277 0 0
-8.247 -17.568 -141 -10.226
Non-Controlling Interest
-Profit/(loss) from continuing operations 1.816 465 0 0
-Profit/(loss) from discontinued operations 1 2.20 0 303 0 0
1.816 768 0 0
Other comprehensive income after tax
Amounts that may not be reclassified to profit or loss:
Defined benefit plans revaluation for subsidiaries and parent company 34 -20 0 0
Defined benefit plans revaluation for associates and joint ventures 0 0 0 0
Valuation
of assets measured at fair value through other comprehensive
2.12 39 -149 14 -20
income of parent and subsidiaries
Amounts that may be reclassified to profit or loss:
Exchange differences on
subsidiaries consolidation
2.15 6.018 -2.015 0 0
Share of exchange differences on consolidation of associates and joint 2.15 894 170 0 0
ventures
Other comprehensive
income/ (expenses) after tax
6.985 -2.014 14 -20
Total comprehensive income / (expenses) after tax 554 -18.814 -127 -10.246
Attributable to:
Equity holders of parent -841 -18.801 -127 -10.246
Non-Controlling Interest 1.395 -13 0 0

1The activities of Group subsidiaries and associates in Poland (Totolotek S.A.), in Bulgaria (Bilot EOOD, Eurofootball Ltd, Bilot Investment Ltd, Eurobet Ltd, Eurobet Trading Ltd, ICS S.A.) and Peru (Intralot de Peru SAC) are presented as discontinued operations pursuant to IFRS 5 (note 2.20.A.VIII).

STATEMENT OF FINANCIAL POSITION GROUP/COMPANY

GROUP COMPANY
Amounts reported in thousand € Note 31/3/2021 31/12/2020 31/3/2021 31/12/2020
ASSETS
Tangible assets 2.10 138.893 134.332 24.504 25.332
Intangible assets 2.10 200.722 202.014 70.479 70.778
Investment in subsidiaries, associates and 2.11 13.104 12.786 150.820 128.239
joint ventures 2.12 296 262 53 39
Other financial assets
Deferred Tax asset
908 773 0 0
Other long-term receivables 2.19 5.091 5.411 91 112
Total Non-Current Assets 359.014 355.578 245.947 224.500
Inventories 2.13 24.220 25.704 7.344 7.875
Trade and other short-term receivables 2.19 138.282 151.403 95.879 125.516
Other financial assets 2.12 14 14 0 0
Cash and cash equivalents 2.14 90.552 99.984 13.227 7.959
Total Current Assets 253.068 277.105 116.450 141.350
Assets Held for Sale1 2.20 0 16.167 0 5.528
TOTAL ASSETS 612.082 648.850 362.397 371.378
EQUITY AND LIABILITIES
Share capital 2.15 47.089 47.089 47.089 47.089
Treasury shares 2.15 -8.528 -8.528 -8.528 -8.528
Other reserves 2.15 67.872 65.598 55.088 55.074
Foreign exchange differences 2.15 -94.202 -100.908 0 0
Retained earnings 2.16 -235.750 -225.447 -85.985 -85.844
Reserves from profit / (loss) recognized
directly in other comprehensive income and
are related to assets held for sale 1
2.20 0 -644 0 0
Total equity attributable to
shareholders of the parent -223.519 -222.840 7.664 7.791
Non-Controlling Interest 1.493 3.696 0 0
Total Equity -222.026 -219.144 7.664 7.791
Long-term debt 2.17 469.049 468.695 301.175 308.338
Staff retirement indemnities 3.439 4.519 2.871 3.823
Other long-term provisions 2.20 10.712 10.818 10.350 10.465
Deferred Tax liabilities 5.293 4.692 3.919 3.407
Other long-term liabilities 2.19 1.355 1.449 27 51
Long-term lease liabilities 2.17 11.449 7.469 1.125 1.193
Total Non-Current Liabilities 501.297 497.642 319.467 327.277
Trade and other short-term liabilities 2.19 74.059 89.499 34.766 35.702
Short-term debt and lease liabilities 2.17 253.766 274.914 460 450
Current income tax payable 2.043 3.387 0 0
Short-term provision 2.20 2.943 2.552 40 158
Total Current Liabilities 332.811 370.352 35.266 36.310
TOTAL LIABILITIES 834.108 867.994 354.733 363.587
TOTAL EQUITY AND LIABILITIES 612.082 648.850 362.397 371.378

¹ The activities of the associate company Intralot de Peru SAC are presented as assets held for sale pursuant to IFRS 5 (note 2.20.A.VIII).

STATEMENT OF CHANGES IN EQUITY GROUP

STATEMENT OF CHANGES IN EQUITY
INTRALOT GROUP
(Amounts reported in thousand of €)
Share
Capital
Treasury
Shares
Statutory
Reserve
Other
Reserves
Foreign
exchange
differences
Retained
Earnings
Assets
Held for
Sale1
Total Non
Controlling
Interest
Grand Total
Opening Balance January 1, 2021 47.089 -8.528 23.638 41.960 -100.908 -225.447 -644 -222.840 3.696 -219.144
Effect on retained earnings from previous years
adjustments
12 12 12
Period's results -8.247 -8.247 1.816 -6.431
Other comprehensive income / (expenses)
after tax
39 7.350 17 7.406 -421 6.985
Dividends to equity holders of parent / non
controlling interest
0 -3.748 -3.748
Adjustment to net monetary position 19 131 150 150 300
Discontinued operations -644 644 0 0
Transfer between reserves -234 2450 -2.216 0 0
Balances as at March 31, 2021 47.089 -8.528 23.423 44.449 -94.202 -235.750 0 -223.519 1.493 -222.026

¹ The activities of the associate company Intralot de Peru SAC are presented as assets held for sale pursuant to IFRS 5 (note 2.20.A.VIII).STATEMENT OF CHANGES IN EQUITY INTRALOT

STATEMENT OF CHANGES IN EQUITY
INTRALOT GROUP
(Amounts reported in thousand of €)
Share
Capital
Treasury
Shares
Statutory
Reserve
Other
Reserves
Foreign
exchange
differences
Retained
Earnings
Total Non
Controlling
Interest
Grand Total
Opening Balance January 1, 2020 47.089 -8.528 25.040 42.252 -87.903 -111.321 -93.371 197 -93.174
Effect on retained earnings from previous years
adjustments
321 321 -127 194
Period's results -17.568 -17.568 768 -16.800
Other comprehensive income / (expenses)
after tax
-149 -1.067 -17 -1.233 -781 -2.014
Dividends to equity holders of parent / non
controlling interest
0 -7.334 -7.334
Change of consolidation method 0 -586 -586
Adjustment to net monetary position 11 37 48 48 96
Transfer between reserves -2.057 2.057 0 0
Balances as at March 31, 2020 47.089 -8.528 22.994 42.103 -88.970 -126.491 -111.803 -7.815 -119.618

STATEMENT OF CHANGES IN EQUITY COMPANY

STATEMENT OF CHANGES IN EQUITY INTRALOT S.A.
(Amounts reported in thousand of €)
Share Capital Treasury
Shares
Statutory
Reserve
Other
Reserves
Retained Earnings Total
Opening Balance January 1, 2021 47.089 -8.528 15.896 39.178 -85.844 7.791
Period's results -141 -141
Other comprehensive income /(expenses) after tax 14 14
Balances as at March 31, 2021 47.089 -8.528 15.896 39.192 -85.985 7.664

On 31/12/2020 Company's total equity (€7.791 thousand) has become lower of the half (1/2) of its share capital (€47.089 thousand). Company's board of directors is expected to present within the deadline provided by Law 4548/2018 article 119 par.4, all the necessary measures to restore the adequacy of equity.

STATEMENT OF CHANGES IN EQUITY INTRALOT S.A.
(Amounts reported in thousand of €)
Share Capital Treasury
Shares
Statutory
Reserve
Other
Reserves
Retained Earnings Total
Opening Balance January 1, 2020 47.089 -8.528 15.896 39.387 -45.261 48.583
Period's results -10.226 -10.226
Other comprehensive income /(expenses) after tax -20 -20
Balances as at March 31, 2020 47.089 -8.528 15.896 39.367 -55.487 38.337

INTRALOT Group

Interim Financial Statements for the period January 1 to March 31, 2021

CASH FLOW STATEMENT GROUP/COMPANY
GROUP COMPANY
Amounts reported in thousand of €
(total operations)
Note 1/1- 1/1- 1/1- 1/1-
31/3/2021 31/3/2020 31/3/2021 31/3/2020
Operating activities
Profit / (loss) before tax from continuing operations -3.401 -14.872 1.704 -9.962
Profit / (loss) before tax from discontinued operations 2.20 450 26 0 0
Profit / (loss) before Taxation -2.951 -14.846 1.704 -9.962
Plus / Less adjustments for:
Depreciation and Amortization 16.040 18.402 3.624 4.338
Provisions 1.023 385 83 82
Results (income, expenses, gain and loss) from Investing -5.449 362 -16.920 -861
Activities
Interest and similar expenses 2.8 12.195 12.729 5.373 4.979
Interest and similar Income 2.8 -446 -691 -298 -886
(Gain) / loss on net monetary position 2.23 -91 -188 0 0
Plus / Less adjustments for changes in working capital:
Decrease / (increase) of Inventories -1.311 1.041 39 2.131
Decrease / (increase) of Receivable Accounts 13.557 -156 8.834 2.896
-17.632 -2.032 -3.282 -4.158
(Decrease) / increase of Payable Accounts (except Banks)
Income Tax Paid
6.659 -5.538 5.169 -5.043
Total inflows / (outflows) from operating
activities (a) 21.594 9.468 4.326 -6.484
Investing Activities
(Purchases) / Sales of subsidiaries, associates, joint 2.12
ventures and other investments 2.20 13.277 -477 13.309 9.971
Restricted bank deposits 2.20 -3.161 -710 -2.886 0
Purchases of tangible and intangible assets 2.10 -2.937 -5.590 -537 -1.922
Proceeds from sales of tangible and intangible assets 2.10 17 23 15 0
Interest received 324 610 327 280
Dividends received 0 965 3.012 1.777
Total inflows / (outflows) from investing activities 7.520 -5.179 13.240 10.106
(b)
Financing Activities
Proceeds from loans 2.17 15 27.516 0 0
Repayment of loans 2.17 -11.249 -27.192 -10.641 0
Repayments of lease liabilities 2.17 -1.362 -1.762 -121 -69
Interest and similar expenses paid -21.422 -22.173 -1.846 -453
Dividends paid 2.16 -5.088 -7.853 0 0
Total inflows / (outflows) from financing activities -39.106 -31.464 -12.608 -522
(c)
Net increase / (decrease) in cash and cash
equivalents for the period (a) + (b) + (c )
-9.992 -27.175 4.958 3.100
Cash and cash equivalents at the beginning of the
period
2.14 99.984 171.114 7.959 16.172
Net foreign exchange difference 560 -1.908 310 26
Cash and cash equivalents at the end of the period
from total operations
2.14 90.552 142.031 13.227 19.298

1. GENERAL INFORMATION

INTRALOT S.A. – "Integrated Lottery Systems and Gaming Services", with the distinct title «INTRALOT» is a business entity that was established based on the Laws of Hellenic Republic, whose shares are traded in the Athens Stock Exchange. Reference to «INTRALOT» or the «Company» includes INTRALOT S.A. whereas reference to the «Group» includes INTRALOT S.A. and its fully consolidated subsidiaries, unless otherwise stated. The Company was established in 1992 and has its registered office in Maroussi of Attica.

INTRALOT, a public listed company, is the leading supplier of integrated gaming and transaction processing systems, innovative game content, sports betting management and interactive gaming services to state-licensed gaming organizations worldwide. Its broad portfolio of products & services, its know-how of Lottery, Betting, Racing & Video Lottery operations and its leading-edge technology, give INTRALOT a competitive advantage, which contributes directly to customers' efficiency, profitability and growth. With presence in 41 countries and states, with approximately 2.000 employees and revenues from continuing operations of €365 million for 2020, INTRALOT has established its presence on all 5 major continents.

The interim financial statements of the Group and the Company for the period ended March 31, 2021 were approved by the Board of Directors on June 8, 2021.

2. NOTES TO THE INTERIM FINANCIAL STATEMENTS

2.1.1 Basis of preparation of the Financial Statements

The attached financial statements have been prepared on the historical cost basis, except for the financial assets measured at fair value through other comprehensive income and the derivative financial instruments that are measured at fair value, or at cost if the difference is not a significant amount, and on condition that the Company and the Group would continue as a going concern, as described below. The attached financial statements are presented in Euros and all values are rounded to the nearest thousand (€000) except if indicated otherwise.

Going concern

The Group maintains sufficient liquidity so as to cover its relative cash needs in the near future.

The continuous efforts of the Management for further sales increase and operating costs reduction through restructuring and development of synergies, as well as for improvement of the efficiency and productivity will contribute to the further strengthening of the capital structure and efficiency of the Company and the Group.

However, given the imminent obligation to repay Facility A ("Notes 2021") (note 2.17), meeting the cash needs for the repayment of these debt obligations of the Group may require the adoption of complex financial options. Their successful adoption will remove the existence of material uncertainty about the possibility of smooth going concern of the Company and the Group, which is exclusively refers to the debt refinancing process.

In this context, the Group Management has prepared a detailed plan of Expected Cash Flows for a period of 24 months since the 2020 annual financial statements reporting date.

It should be noted that recent developments regarding the spread of the COVID-19 pandemic and the restrictions and bans imposed, affected adversely the results of 2020. The beginning of 2021 was overshadowed by restrictions imposed in most of the regions across the world to combat the spread of COVID-19. However, as vaccinations are progressing, governments are starting to loosen COVID-19 measures after months of lockdowns and reopen economic activities. The potential magnitude of COVID-19 for 2021 is continuously assessed and all containment measures assumed in 2020 remain intact and have been enhanced in order to absorb the potential impact in the financial results of 2021. All actions undertaken are designed to counter any drop in business but without affecting

our operations and our commitment to deliver state of the art technology to our customers. Based on the current performance of our operations in the first months of 2021 and the actions undertaken by most of our subsidiaries, the Group's pandemic impact for 2021 is not expected to be significant in EBITDA terms. All the above were taken into account when preparing plan for Expected Cash Flows.

From the review of this plan, the Management of the Group, has concluded that no additional funds are required and there are no cash needs that cannot be met with the current conditions and the major issue remains the settlement of the repayment of Facility A.

In this respect, INTRALOT has already since January 2021 entered into a Lock-Up Agreement (the Lock-Up Agreement) with an ad hoc group of noteholders, holding in excess of 75% of outstanding principal amount of the €250m Senior Unsecured Notes due 2021 (2021 Notes). The Lock-Up Agreement provides either for the consensual exchange of 2021 Notes with new notes of a total principal amount of €205m, due 2025, to be issued by the Group subsidiary Intralot Inc., if noteholders holding at least 90% in outstanding principal amount of the 2021 Notes would sign or accede to the Lock-Up Agreement, or the recourse to an English law scheme of arrangement, with the consent of the Ad Hoc Group. Following the Expiration Time set in the Lock-Up Agreement, Noteholders holding 82,76% of the outstanding principal amount of the 2021 Notes. The Company believes that this outcome is an important step towards the implementation of the proposed transaction. On the basis of the current high level of support of the Lock-Up Agreement by the holders of the 2021 Notes, the Company is convinced that it may implement the exchange of the 2021 Notes by a consensual process. According to the above, it has entered during the last months into negotiations with the Ad Hoc Group with the aim of reaching an alternative agreement that will allow the parties to restructure the 2021 Notes without recourse to a scheme of arrangement. Such negotiations are already at an advanced stage and the Company believes that it will be able to make a new announcement on the matter soon.

In any case, the scheme of arrangement remains as an additional possible route. The English law scheme of arrangement is a procedure provided by the Companies Act 2006, that allows a company to come into an arrangement with its creditors (or a class of creditors) with the aim of restructuring its debt or part thereof, and reorganizing the entity. The consent of creditors holding at least 75% of the debt of a company is sufficient for a scheme to be implemented and the relevant agreement needs to be sanctioned by the competent court.

In parallel, the Company will also offer the exchange of its €500m Senior Unsecured Notes due 2024 (Facility B "the 2024 Notes") against a percentage of up to 49% of the share capital of a company (TopCo) that hold, indirectly, 100% of the shares of the Group's USA subsidiary Intralot Inc. To be noted that the members of the Ad Hoc Group also hold in excess of 13% of the principal amount of the 2024 Notes and, by virtue of a Backstop Commitment Letter they have signed again in January 2021, they have guaranteed that they will participate in the above exchange of the 2024 Notes by offering Notes of a principal amount of at least €68m, against 18,7% of the share capital of TopCo.

To be noted that the Lock-Up Agreement and the Backstop Commitment Letter constitute an important milestone in the Group's effort to implement the specific transactions that will lower the leverage on the balance sheet, extend the maturity of the notes and improve its cash flows.

This will allow the Group to implement its business plan and take advantage of new appealing business opportunities, both in the Lottery as well as in the Sports Betting markets.

In view of the above, the Company proceeds to the necessary actions for the implementation of the proposed restructuring of the 2021 and 2024 Notes, while it remains available for discussions with other noteholders.

The Company will provide an update about its next steps in the near future.

In conclusion, the Management, taking into account the Plan of Expected Cash Flows and all available information on the foreseeable future, as well as the strategic alternatives that is working on for optimizing the Group's capital structure and deleveraging, estimates that the Group has ensured its going concern.

In view of the above, the Financial Statements of the Group were prepared on the basis of the going concern principle of continuing concern (going concern), as the Management estimates that the above actions will allow the Group to continue its operation smoothly.

2.1.2 Statement of compliance

These financial statements for the period ended March 31, 2021 have been prepared in accordance with IAS 34 "Interim Financial Reporting". Those interim condensed financial statements do not include all the information and disclosures required by IFRS in the annual financial statements and should be read in conjunction with the Group's and Company's annual financial statements as at December 31, 2020.

2.1.3 Financial Statements

INTRALOT keeps its accounting books and records and prepares its financial statements in accordance with the International Financial Reporting Standards (IFRS) Law 4308/2014 chap. 2, 3 & 4 and current tax regulations and issues its financial statements in accordance with the International Financial Reporting Standards (IFRS).

INTRALOT's Greek subsidiaries keep their accounting books and records and prepare their financial statements in accordance with GAS (L.4308/2014), the International Financial Reporting Standards (IFRS) and current tax regulations. INTRALOT's foreign subsidiaries keep their accounting books and records and prepare their financial statements in accordance with the applicable laws and regulations in their respective countries. For the purpose of the consolidated financial statements, Group entities' financial statements are adjusted and prepared in relation to the requirements of the International Financial Reporting Standards (IFRS).

2.1.4 Changes in accounting policies

For the preparation of the financial statements of period ended March 31, 2021, the accounting policies adopted are consistent with those followed in the preparation of the most recent annual financial statements (December 31, 2020), except for the below mentioned adoption of new standards and interpretations applicable for fiscal periods beginning at January 1, 2021.

Standards and Interpretations compulsory for the fiscal year 2021

New standards, amendments of published standards and interpretations mandatory for accounting periods beginning on 1st January 2021. The Group's assessment of the impact of these new and amended standards and interpretations is set out below.

IFRS 16 "Leases" (Amendment) "COVID-19-Related Rent Concessions"

The amendment is effective for annual reporting periods beginning on or after 1 April 2021.

In March 2021 the IASB extended by one year the application period of the practical expedient in IFRS 16 "Leases" to help lessees accounting for COVID-19-related rent concessions that reduce only lease payments due on or before 30 June 2022.

The Group will assess the impact of the amendment on its financial statements. These amendments have not yet been endorsed by the European Union.

Amendments to IFRS due to IBOR reform – Phase 2

(COMMISSION REGULATION (EU) No. 2021/25 of 13th January 2021, L 11/7 - 14/1/2021)

These apply to annual accounting periods starting on or after 1st January 2021. Earlier application is permitted. In August 2020, the IASB issued amendments to several IFRS Standards (IFRS 9 "Financial Instruments", IAS 39 "Financial Instruments: Recognition and Measurement", IFRS 7 "Financial Instruments: Disclosures", IFRS 4 "Insurance Contracts" and IFRS 16 "Leases"). The package amendments complement those issued in 2019 and focus on the effects on financial statements when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform of inter-bank offered rates (IBOR).

The amendments in this final phase relate to:

  • changes to contractual cash flows: a company will not have to derecognize or adjust the carrying amount of financial instruments for changes required by the reform, but will instead update the effective interest rate to reflect the change to the alternative benchmark rate,
  • hedge accounting: a company will not have to discontinue its hedge accounting solely because it makes changes required by the reform, if the hedge meets other hedge accounting criteria, and
  • disclosures: a company will be required to disclose information about new risks arising from the reform and how it manages the transition to alternative benchmark rates.

These amendments do not significantly affect the Group's financial statements.

Standards and Interpretations compulsory after 31 December 2021

The following new standards, amendments and IFRICs have been published but are in effect for the annual fiscal period beginning the 1st of January 2022 and have not been adopted from the Group earlier.

IFRS 17 "Insurance Contracts"

This applies to annual accounting periods starting on or after 1st January 2023. Earlier application is permitted. In May 2017, the IASB issued a new accounting Standard, called IFRS 17 "Insurance Contracts" that replaces IFRS 4 "Insurance Contracts", which was brought in as an interim Standard in 2004. IFRS 4 has given companies dispensation to carry on accounting for insurance contracts using national accounting standards, resulting in a multitude of different approaches. Consequently, it is difficult for investors to compare and contrast the financial performance of otherwise similar companies. IFRS 17 solves the comparison problems created by IFRS 4 by requiring all insurance contracts to be accounted for in a consistent manner, benefiting both investors and insurance companies. Insurance obligations will be accounted for using current values, instead of historical cost. The information will be updated regularly, providing more useful information to users of financial statements. This new standard does not affect Group financial statements and has not yet been endorsed by the European Union.

IFRS 4 "Insurance Contracts" (Amendment) – deferral of IFRS 9

(COMMISSION REGULATION (EU) No. 2020/2097 of 15th December 2020, L 425/10 - 16/12/2020)

In June 2020, the IASB amended IFRS 4 "Insurance Contracts". This amendment postponed the date of application of IFRS 4 by two years, to annual reporting periods beginning on or after 1 January 2023, in order to allow time for the smooth adoption of IFRS 17 by jurisdictions worldwide. This will allow more insurers to apply the new Standard at the same time. In addition, IFRS 4 has been amended so that insurance entities can apply IFRS 9 "Financial Instruments" in parallel with IFRS 17.

This amendment does not affect Group financial statements.

IAS 1 "Presentation of Financial Statements" (Amendment) - "Classification of Liabilities as Current or Non-current"

This applies to annual accounting periods starting on or after 1st January 2023. Earlier application is permitted. In January 2020 the IASB issued amendment to IAS 1 "Presentation of Financial Statements" that affect requirements for the presentation of liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period. The amendments include: (a) specifying that an entity's right to defer settlement must exist at the end of the reporting period; (b) clarifying that classification is unaffected by management's intentions or expectations about whether the entity will exercise its right to defer settlement; (c) clarifying how lending conditions affect classification; and (d) clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments.

The Group will assess the impact of the amendment on its financial statements. These amendments have not yet been endorsed by the European Union.

IAS 1 "Presentation of Financial Statements" (Amendment) - "Accounting policy disclosures"

This applies to annual accounting periods starting on or after 1st January 2023. Earlier application is permitted. In February 2021 the IASB issued amendments to IAS 1 "Presentation of Financial Statements" and IFRS Practice Statement 2 "Making Materiality Judgements". The amendments to IAS 1 require companies to disclose their material accounting policy information rather than their significant accounting policies. The amendments to IFRS Practice Statement 2 provide guidance on how to apply the concept of materiality to accounting policy disclosures. The Group will assess the impact of the amendment on its financial statements. These amendments have not yet been endorsed by the European Union.

IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" (Amendment) - "Definition of accounting estimates"

This applies to annual accounting periods starting on or after 1st January 2023. Earlier application is permitted. In February 2021 the IASB issued amendments to IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors". The amendments to IAS 8 clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. That distinction is important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally also applied retrospectively to past transactions and other past events.

The Group will assess the impact of the amendment on its financial statements. These amendments have not yet been endorsed by the European Union.

Several Narrow-scope Amendments to IFRS

These apply to annual accounting periods starting on or after 1st January 2022.

In May 2020, the IASB issued several narrow-scope amendments to IFRS Standards. The package of amendments includes narrow-scope amendments to three Standards as well as the Board's Annual Improvements, which are changes that clarify the wording or correct minor consequences, oversights or conflicts between requirements in the Standards.

Amendments to IFRS 3 "Business Combinations" update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations.

Amendments to IAS 16 "Property, Plant and Equipment" prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss.

Amendments to IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" specify which costs a company includes when assessing whether a contract will be loss-making.

Annual Improvements make minor amendments to IFRS 1 "First-time Adoption of International Financial Reporting Standards", IFRS 9 "Financial Instruments", IAS 41 "Agriculture" and the Illustrative Examples accompanying IFRS 16 "Leases".

The Group will assess the impact of these amendments on its financial statements. These amendments have not yet been endorsed by the European Union.

2.1.5 EBITDA & EBIT

International Financial Reporting Standards (IFRS) do not define the content of the "EBITDA" & "EBIT". The Group taking into account the nature of its activities, defines "EBITDA" as "Profit/(Loss) before tax" adjusted for the figures "Profit/(loss) from equity method consolidations", "Profit/(loss) on net monetary position", "Exchange Differences", "Interest and similar income", "Interest and similar expenses", "Income/(expenses) from participations and investments", "Write-off and impairment loss of assets", "Gain/(loss) from assets disposal", "Reorganization costs" and "Assets depreciation and amortization". Also, the Group defines "EBIT" as "Profit/(Loss) before tax" adjusted for the figures "Profit/(loss) from equity method consolidations", "Profit/(loss) on net monetary position", "Exchange Differences", "Interest and similar income", "Interest and similar expenses", "Income/(expenses) from participations and investments" ,"Write-off and impairment loss of assets" and "Gain/(loss) from assets disposal".

Reconciliation of operating profit before tax to EBIT and EBITDA GROUP
(continuing operations): 1/1-31/3/2021 1/1-31/3/2020
Operating profit/(loss) before tax -3.401 -14.872
Profit/(loss) on net monetary position -91 -188
Profit/(loss) equity method consolidation -70 476
Foreign exchange differences -3.692 461
Interest and similar income -446 -691
Interest and similar expenses 12.195 12.703
Income / (expenses) from participations and investments -1.123 -757
Gain / (loss) from assets disposal, impairment losses & write-off of
assets
8 -14
EBIT 3.380 -2.882
Depreciation and amortization 16.040 18.235
Reorganization costs 5.026 320
EBITDA 24.446 15.673
Reconciliation of operating profit before tax to EBIT and EBITDA COMPANY
(continuing operations): 1/1-31/3/2021 1/1-31/3/2020
Operating profit/(loss) before tax 1.704 -9.962
Foreign exchange differences -488 -813
Interest and similar income -298 -886
Interest and similar expenses 5.373 4.979
Income / (expenses) from participations and investments -16.599 -47
Gain / (loss) from assets disposal, impairment losses & write-off of
assets
-12 0
EBIT -10.320 -6.729
Depreciation and amortization 3.624 4.338
Reorganization costs 2.188 0
EBITDA -4.508 -2.391

Project EBITDA of the Company

For the calculation of the project EBITDA of the Company, the direct costs of the projects are allocated directly to the projects for which they are carried out. Payroll costs related to the Company's production segments are recorded in "Cost of Sales" and are allocated to projects based on man effort at Company level. "Distribution Expenses" and "Administration Expenses" are monitored per project and allocated to them based on man effort at Company level. "Research and Development Expenses" are allocated to the projects in proportion to the revenues of each project in the total revenue of the Company. Furthermore, for the calculation of the Company's "Gross" results per project, the relevant depreciation of tangible and intangible assets is accounted and the allocated operating "Distribution", "Administration" and "Research and Development" expenses are deducted. In cases where the hours of work are redistributed from one project to another then the costs of disposal, administration and research and development are calculated accordingly.

2.1.6 Significant accounting judgments estimates and assumptions

The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the amounts of revenues, expenses, assets liabilities and disclosures of contingent liabilities that included in the financial statements. On an ongoing basis, management evaluates its judgements, estimates and assumptions that mainly refer to goodwill impairment, allowance for doubtful receivables – expected credit losses, provision for staff retirement indemnities, provision for impairment of inventories value, impairment of tangible and intangible assets as well as estimation of their useful lives, recognition of revenue and expenses, pending legal cases, provision for income tax and recoverability of deferred tax assets. These judgements, estimates and assumptions are based on historical experience and other factors including expectations of future events that are considered reasonable under the circumstances.

The key judgements, estimates and assumptions concerning the future and other key sources of uncertainty at the reporting date of the interim condensed financial statements for the period ended on March 31, 2021 and have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year, are consistent with those applied and were valid at the reporting date of the annual financial statements December 31, 2020.

As a result of the effects of the spread of the COVID-19 pandemic, the Group Management reviewed estimates of future cash flows that were used to estimate the recoverable amount of its investments and tangible/intangible assets. This review did not show any impairment during the first quarter of 2021.

More specifically, the Management of the Group evaluates the going concern assumption based on the approved business plans that cover a period of five years. Following this, it prepares Expected Cash Flows that cover a period of at least 12 months since the financial statements reporting date.

In the present fiscal year, given the COVID-19 pandemic and the imminent obligation to repay the Facility A (note 2.17), the Management of the Group has extended the evaluation period of going concern in order to cover a period of 24 months since the financial statements reporting date.

The estimates and assumptions used to prepare the business plans and Expected Cash Flows are based on historical data as well as on various factors that are considered reasonable given the circumstances, and are reconsidered taking into account current and expected future market conditions. The preparation of business plans also includes long-term assumptions for important economic factors that involve a significant use of Management judgement.

2.1.7 Seasonality and cyclicality of operations

The Group revenue can fluctuate due to seasonality in some components of the worldwide operations. In particular, the majority of the Group sports betting revenue is generated from bets placed on European football, which has an off-season in the European summer that typically causes a corresponding periodic decrease in the Group revenue. In addition, Group revenue from lotteries can be somewhat dependent on the size of jackpots of lottery games during the relevant period. The Group revenue may also be affected by the scheduling of major football events that do not occur annually, notably the FIFA World Cup and UEFA European Championships, and by the performance of certain teams within specific tournaments, particularly where the national football teams, in the markets where the Group earns the majority of its revenue, fail to qualify for the World Cup. Furthermore, the cancellation or curtailment of significant sporting events, for example due to adverse weather, traffic or transport disruption or civil disturbances, may also affect Group revenue. This information is provided to allow for a better understanding of the revenue, however, Group management has concluded that this is not "highly seasonal" in accordance with IAS 34.

2.2 INFORMATION PER SEGMENT

Intralot Group manages in 41 countries and states an expanded portfolio of contracts and gaming licenses. The grouping of the Group companies is based on the geographical location in which they are established. The financial results of the Group are presented in the following operating geographic segments based on the geographic location of the Group companies:

European Union: Greece, Malta, Cyprus, Poland, Luxembourg, Spain, Nederland, Romania, Bulgaria, Germany,
Croatia and Republic of Ireland.
Other Europe: United Kingdom, Russia (until 2020) and Moldova.
America: USA, Peru, Brazil, Argentina, Mexico, Jamaica, Chile and Colombia.
Other Countries: Australia, New Zealand, China, South Africa, Turkey, Taiwan and Morocco.

No operating segments have been added.

The following information is based on the internal financial reports provided to the manager responsible for taking decisions who is the CEO. The performance of the segments is evaluated based on the sales and profit/(loss) before tax. The Group applies the same accounting policies for the financial results of the above segments as those of the consolidated financial statements. The transactions between segments are realized within the natural conditions present in the Group with similar way to that with third parties. The intragroup transactions are eliminated in group level and are included in the column "Eliminations".

INTRALOT Group

Interim Financial Statements for the period January 1 to March 31, 2021

1/1-31/3/2021
(in million €)
European
Union
Other
Europe
America Other
Countries
Eliminations Total
Sales to third parties 30,37 0,00 54,83 16,75 0,00 101,95
Intragroup sales 4,05 0,00 0,10 0,02 -4,17 0,00
Total Sales 34,42 0,00 54,93 16,77 -4,17 101,95
Gross Profit/(loss) -1,75 0,00 14,36 14,16 -0,66 26,11
(Debit)/Credit interest & similar (expenses)/income -11,29 0,00 -0,57 0,02 0,09 -11,75
Depreciation/Amortization -6,60 0,00 -8,68 -1,01 0,25 -16,04
Profit/(loss) consolidated with equity method 0,00 0,00 0,00 0,07 0,00 0,07
Write-off & impairment of assets 0,00 0,00 0,00 0,00 0,00 0,00
Write-off & impairment of investments -11,14 0,00 0,00 0,00 11,14 0,00
Doubtful provisions, write-off & impairment of receivables -26,02 0,00 -0,55 -1,24 26,88 -0,93
Reversal of doubtful provisions 0,00 0,00 0,01 0,05 -0,01 0,05
Profit/(Loss) before tax and continuing operations -42,39 0,00 12,99 5,34 20,66 -3,40
Tax -0,57 0,00 -0,43 -1,15 0,00 -2,15
Profit/(Loss) after tax from continuing operations -42,96 0,00 12,56 4,19 20,66 -5,55
Profit/(Loss) after tax from discontinued operations -0,40 0,00 -0,48 0,00 0,00 -0,88
Profit/(Loss) after tax from total operations -43,36 0,00 12,08 4,19 20,66 -6,43
1/1-31/3/2020
(in million €)
European
Union
Other
Europe
America Other
Countries
Eliminations Total
Sales to third parties 29,74 0,00 49,58 13,97 0,00 93,29
Intragroup sales 9,23 0,00 0,10 0,03 -9,36 0,00
Total Sales 38,97 0,00 49,68 14,00 -9,36 93,29
Gross Profit/(loss) 2,53 0,00 9,11 9,73 -2,32 19,05
(Debit)/Credit interest & similar (expenses)/income -10,50 0,00 -1,48 -0,22 0,19 -12,01
Depreciation/Amortization -9,82 0,00 -7,96 -1,10 0,65 -18,23
Profit/(loss) consolidated with equity method 0,00 0,00 0,00 -0,48 0,00 -0,48
Write-off & impairment of assets 0,00 0,00 0,00 0,00 0,00 0,00
Write-off & impairment of investments -8,58 0,00 0,00 0,00 8,58 0,00
Doubtful provisions, write-off & impairment of receivables 0,00 0,00 -0,01 -0,30 0,00 -0,31
Profit/(Loss) before tax and continuing operations -14,19 -0,01 -6,00 0,50 4,83 -14,87
Tax -1,19 0,00 -0,23 -0,53 0,00 -1,95
Profit/(Loss) after tax from continuing operations -15,38 -0,01 -6,23 -0,03 4,83 -16,82
Profit/(Loss) after tax from discontinued operations 1,46 0,00 0,32 0,00 -1,76 0,02
Profit/(Loss) after tax from total operations -13,92 -0,01 -5,91 -0,03 3,07 -16,80

Sales per business activity
(continuing operations)
(in thousand €) 31/3/2021 31/3/2020 change
Licensed operations 34.206 32.940 3,84%
Management contracts 13.373 8.052 66,08%
Technology and support services 54.376 52.297 3,98%
Total 101.955 93.289 9,29%

Sales per business activity

Sales per product type
(continuing operations)
31/3/2021
31/3/2020
Lottery games 63,0% 62,0%
Sports Betting 19,1% 14,6%
IT products & services 8,7% 14,2%
Racing 0,5% 0,7%
Video Lottery Terminals 8,7% 8,5%
Total 100% 100%

Revenue Net of Payout (GGR) per business activity

(continuing operations)
(in thousand €) 31/3/2021 31/3/2020 change
Licensed operations 12.796 13.920 -8,07%
Management contracts 13.373 8.052 66,08%
Technology and support services 54.376 52.298 3,97%
Total 80.545 74.270 8,45%

Revenue Net of Payout (GGR) per business activity

2.3 OTHER OPERATING INCOME

(continuing operations) GROUP COMPANY
31/3/2021 31/3/2020 31/3/2021 31/3/2020
Rental Income from third parties 4.379 3.351 0 0
Rental Income from subsidiaries 0 0 15 30
Income from reversal of doubtful
provisions from third parties
48 0 0 0
Other Income 1.109 321 10 7
Total 5.536 3.672 25 37

2.4 INCOME TAX

GROUP (continuing operations) 31/3/2021 31/3/2020
Current income tax 1.613 1.694
Deferred income tax 447 208
Tax audit differences and other taxes non-deductible 88 52
Total income tax expense reported in income
statement
2.148 1.954

The income tax expense for the Company and its Greek subsidiaries was calculated to 24% on the taxable

profit of the periods 1/1-31/3/2021 and 1/1-31/3/2020.

The deferred income tax for the Company and its Greek subsidiaries was calculated using the rate 24%,

pursuant to Law 4646/2019, for tax years 2020.

COMPANY 31/3/2021 31/3/2020
Current income tax 0 0
Deferred income tax 513 264
Tax audit differences and other taxes non-deductible 1.332 0
Total income tax expense reported in income
statement
1.845 264

2.5 INCOME / (EXPENSES) FROM PARTICIPATIONS AND INVESTMENTS

(continuing operations) GROUP COMPANY
31/3/2021 31/3/2020 31/3/2021 31/3/2020
Income from dividends 1.011 1.050 4.745 2.090
Gain from disposal of participations
and investments
396 28 11.935 0
Total income from participations
and investments
1.407 1.078 16.680 2.090
Loss from disposal of participations
and investments
-284 -321 -19 0
Loss from impairment / write-offs of
participations and investments
0 0 -62 -2.043
Total expenses from
participations and investments
-284 -321 -81 -2.043
Net result from participations
and investments
1.123 757 16.599 47

2.6 GAIN / (LOSS) FROM ASSETS DISPOSAL, IMPAIRMENT LOSS & WRITE OFF OF ASSETS

(continuing operations) GROUP
31/3/2021
31/3/2020 31/3/2021 COMPANY
31/3/2020
Gain from disposal of tangible and
intangible assets
13 18 12 0
Loss from disposal of tangible and
intangible assets
-19 -1 0 0
Loss from impairment and write-off of
tangible and intangible assets
-2 -3 0 0
Gain from write-off of lease liability 0 17 0 17
Loss from write-off of right of use assets 0 -17 0 -17
Net result from tangible and
intangible assets
-8 14 12 0

2.7 OTHER OPERATING EXPENSES

(continuing operations) GROUP COMPANY
31/3/2021 31/3/2020 31/3/2021 31/3/2020
Impairment, write-off and provisions for
doubtful debt
929 308 0 0
Provisions for contractual fines-penalties 23 34 0 0
Other expenses 27 126 17 121
Total 979 468 17 121

Analysis of the account "Impairment, write-off and provisions for doubtful debt":

GROUP COMPANY
(continuing operations) 31/3/2021 31/3/2020 31/3/2021 31/3/2020
Provisions for doubtful receivables from
subsidiaries
0 0 0 0
Provisions for doubtful receivables from
customers (3rd parties)
404 308 0 0
Write off of receivables from customers
(3rd parties)
525 0 0 0
Total 929 308 0 0

2.8 INTEREST AND SIMILAR EXPENSES / INTEREST AND SIMILAR INCOME

GROUP COMPANY
(continuing operations) 31/3/2021 31/3/2020 31/3/2021 31/3/2020
Interest Expense 1 -11.953 -12.236 -5.261 -4.677
Finance costs -259 -466 -112 -302
Discounting 17 -1 0 0
Total Interest and similar expenses -12.195 -12.703 -5.373 -4.979
Interest Income 427 654 298 886
Discounting 19 37 0 0
Total Interest and similar Income 446 691 298 886
Net Interest and similar Income /
(Expenses)
-11.749 -12.012 -5.075 -4.093

¹ Including the amortized costs, expenses and fees of banking institutions in connection with the issue of bond and syndicated loans, as well as repurchase of bond loans costs.

2.9 FOREIGN EXCHANGE DIFFERENCES

The Group reported in the Income Statement of the three months of 2021 gain from «Exchange differences» amount to €3.692 thousand (three months 2020: losses €461 thousand) mainly from valuation of commercial and borrowing liabilities (intercompany and non) in EUR that various subsidiaries abroad had, as at 31/3/2021, with a different functional currency than the Group, from valuation of cash balances in foreign currency other than the functional currency of each entity, as well as from valuation of trade receivables (from third parties and associates) mainly in USD that held by the Company on 31/3/2021, as well as gain from reclassification of foreign exchange differences reserve to income statement pursuant to IFRS 10.

2.10 TANGIBLE AND INTANGIBLE ASSETS

Acquisitions and disposals of tangible and intangible assets:

During the three months of 2021, the Group acquired tangible (owner occupied) and intangible assets with acquisition cost €7.609 thousand (discontinued operations €0 thousand), (three months 2020: €6.115 thousand – discontinued operations €215 thousand).

Also, during the three months of 2021, the Group disposed tangible (owner occupied) and intangible assets with a net book value of €24 thousand (three months 2020: €6 thousand – discontinued

operations €0 thousand), making a net loss amounting to €6 thousand (three months 2020: net gain €17 thousand), which was recorded in the account "Gain/(loss) from assets disposal, impairment loss & write-off of assets".

Write-offs and impairment of tangible and intangible assets:

During the three months of 2021, the Group proceeded to writes-offs and impairments of tangible (owner-occupied) and intangible assets with a net book value of €2 thousand (discontinued operations €0 thousand) - (three months 2020: €3 thousand – discontinued operations €0 thousand), which were recorded in the account "Profit / (loss) from assets disposal, impairment loss & write-off of assets".

Exchange differences on valuation of tangible and intangible assets:

The net book value of tangible (owner-occupied) and intangible assets of the Group increased in the three months of 2021 due to foreign exchange valuation differences by €7,8 million.

Restatement of tangible and intangible fixed assets into current measuring units (IAS 29): The net book value of the Group's tangible (owner-occupied) and intangible assets increased by €384 thousand in the three months of 2021 due to a recalculation in current measuring units pursuant to IAS 29 "Financial Reporting in Hyperinflationary Economies".

Tangible Assets include Right-of-Use-Assets (RoU Assets) through Leases pursuant to IFRS 16:

RIGHT OF USE ASSETS
GROUP LAND &
BUILDINGS
TRANSPORT
EQUIPMENT
MACHINERY &
EQUIPMENT
TOTAL
Balance 1/1/2021 13.531 1.225 2.578 17.334
Additions 4.408 68 4.476
Termination/expiration of
contracts
0
Foreign Exchange differences 304 7 107 418
Effect from IAS 29 43 2 45
Depreciation -656 -180 -325 -1.161
Balance 31/3/2021 17.630 1.120 2.362 21.112

Below amounts recognized in Income Statement pursuant to IFRS 16:

GROUP
(continuing operations)
1/1-31/3/2021
Depreciation from right of use assets 1.161
Interest expenses from lease liabilities 139
Rental expenses from short-term contracts 777
Rental expenses from contracts of low value assets 14
Total amounts recognized in Income Statement 2.091
RIGHT OF USE ASSETS
COMPANY LAND &
BUILDINGS
TRANSPORT
EQUIPMENT
MACHINERY &
EQUIPMENT
TOTAL
Balance 1/1/2021 6.435 637 0 7.072
Additions/ Adjustments of contracts 61 61
Termination/expiration of contracts 0 0
Depreciation -132 -66 -198
Balance 31/3/2021 6.303 632 0 6.935

Goodwill and Intangible assets with indefinite useful life impairment test

Management tests goodwill for impairment annually (December 31) or more frequently if events occur or changes in conditions indicate that the carrying value may have been reduced in accordance with accounting practice described in note 2.1.6 «Business Combination and Goodwill» of the annual Financial Statements of December 31, 2020.

The Group proceeded with a goodwill impairment test on 31/12/2020 and the basic assumptions used to determine the recoverable amount are described below. The test on 31/12/2020 did not conclude to goodwill impairment.

The recoverable amounts of cash generating units have been determined based on value in use calculations using appropriate estimates regarding future cash flows and discount rates.

Specifically, goodwill arising on consolidation of acquired subsidiaries and intangible assets with indefinite useful life are allocated to the following cash generating units (CGU) by geographical area. Goodwill impairment testing is performed on subsidiary level.

Carrying amount:

CGU Goodwill Intangible assets with indefinite
useful life
31/3/2021 ¹ 31/12/2020 31/3/2021 31/12/2020
European Union 0 0 0 0
America 327 344 27 25
Other countries 4.346 4.637 0 0
Total 4.673 4.981 27 25

¹ Νet decrease in goodwill during the three months of 2021 by €308 thousand is caused by the foreign currency translation losses from goodwill valuations related to foreign subsidiaries acquisitions, made by the Group in past periods, with functional currency other than Euro.

Key assumptions:

The recoverable amount of each CGU is determined according to the calculations of value in use. The determination is obtained by the present value of estimated future cash flows expected to be generated by each CGU (discounted cash flow method - DCF). The cash flows are derived from the most recent approved by the management budgets for the next three years and do not include estimated future cash inflows or outflows expected to arise from future restructurings or from improving or enhancing the asset's performance which is tested for impairment. The expected cash flow projections beyond the period covered by the most recent budgets is estimated by extrapolating the projections based on the budgets, using a steady or declining growth rate for subsequent years, which does not exceed the long-term average growth rate for products, industries, countries in which the Group operates, or for the market in which the asset is used. The Group makes estimates beyond the period of three years where it has signed revenue contracts beyond three years as well as in cases where management believes that based on market data and renewals track record of the Group, the renewal of the relevant contracts beyond the three year period is very possible. Cash flow projections are based on reasonable and supportable assumptions that represent management's best estimate of the range of economic conditions that will exist over the remaining useful life of the asset, giving greater weight to external evidence. Management assesses the reasonableness of the assumptions underlying the current cash flow projections by examining the causes of differences between past cash flow projections and actual cash flows. Management also ensures that the assumptions on which its current cash flow projections are based are consistent with past actual outcomes, provided that subsequent events or circumstances that did not exist when those actual cash flows were generated make this appropriate.

The value in use for CGUs affected (has sensitivity) of the following key factors (assumptions):

  • Sales
  • Growth rate in perpetuity (Perpetual Growth Rates), and
  • Discount rates

Sales:

Sales projections are derived from estimates of local management of various subsidiaries. These projections are based on careful assessments of various factors, such as past performance, estimates of growth of the local market, competition - if exists, possible changes in the institutional framework governing the gambling market, the economic situation of the gambling industry and the market in general, new opportunities such as lotteries privatizations, etc.

Sales growth rate:

CGU 2020 2019
European Union n/a n/a
Other Europe n/a n/a
America 20,0% - 68,1% 20,0% - 36,8%
Other countries 11,0% - 63,3% 20,2% - 27,8%

Growth rate in perpetuity

The factors taken into account for the calculation of the growth rate in perpetuity derive from external sources and include among others, the level of maturity of each market, the existence of barriers to entry for competitors, the economic situation of the market, existing competition and technology trends.

Growth rate in perpetuity:

CGU 2020 2019
European Union n/a n/a
Other Europe n/a n/a
America 10,0% 10,0%
Other countries 11,0% 11,0%

Discount rates:

The discount rates represent the current market assessments of the risks personalized for each CGU, having made the necessary adjustments for the time value of money and possible risks specific to any assets that have not been included in the cash flow projections. The calculation of discount rates based on specific conditions under which the Group and its operating segments operate and calculated through the weighted average cost of capital method (WACC). The WACC takes into account both debt and equity. The cost of equity derives from the expected return that Group investors have for their investment. The Cost of debt is based on the interest rate of the loans that the Group must facilitate. The specific risk of each country is incorporated by implementing individualized sensitivity factors «beta» (beta factors). The sensitivity factors «beta» are evaluated annually based on published market data.

Discount rates:

CGU 2020 2019
European Union n/a n/a
Other Europe n/a n/a
America 37,8% 41,8%
Other countries 21,6% 19,3%

Recoverable amount sensitivity analysis:

On 31/12/2020, the Group analyzed the sensitivity of the recoverable amounts in a reasonable and possible change of some of the basic assumptions (such as the change of a (1,0) of a percentage point to the growth rate in perpetuity and the change of the discount rates of a (1,0) percentage point). This

analysis does not show a situation in which the carrying amount of the Group's significant CGUs exceeds their recoverable amount.

2.11 INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

GROUP INVESTMENT IN
ASSOCIATES AND JOINT
VENTURES
%
Participation
Country 31/3/2021 31/12/2020
Lotrich Information Co LTD 40% Taiwan 6.395 6.074
Karenia Enterpises Co Ltd 50% Cyprus 6.709 6.712
Total 13.104 12.786
GROUP INVESTMENT IN ASSOCIATES AND JOINT VENTURES 31/3/2021 31/12/2020
Opening Balance 12.786 37.307
Participation in net profit / (loss) of associates and joint ventures 70 -634
Exchange differences 250 -735
Impairment /Reverse of impairment 0 -4.153
Dividends 0 -2.762
Transfer to Assets held for sale 0 -16.167
Other -2 -70
COMPANY INVESTMENT IN
ASSOCIATES AND JOINT
VENTURES
%
Participation
Country 31/3/2021 31/12/2020
Lotrich Information Co LTD 40% Taiwan 5.131 5.131
Total 5.131 5.131
COMPANY INVESTMENT IN
SUBSIDIARIES
%
Participation
Country 31/3/2021 31/12/2020
Intralot Holdings International LTD 100% Cyprus 464 464
Betting Company S.A. 95% Greece 139 139
Inteltek Internet AS 20% Turkey 204 266
Bilyoner Interactif Hizmelter AS 50,01% Turkey 10.751 10.751
Intralot Global Securities BV 100,00% Nederland 50.961 50.961
Intralot Global Holdings BV 0,0186% Nederland 77.415 54.772
Intralot Iberia Holdings SA 100% Spain 5.638 5.638
Other 117 117
Total 145.689 123.108
Grand Total 150.820 128.239
COMPANY INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURES
31/3/2021 31/12/2020
Opening Balance 128.239 154.101
Provisions/ reversals of provisions for impairment of subsidiaries -62 -3.047
Capitalization of receivables from subsidiaries 22.643 684
Transfer to Assets held for sale 0 -5.528
Return of subsidiaries' capital 0 -17.971
Closing Balance 150.820 128.239

2.12 OTHER FINANCIAL ASSETS

The other financial assets that have been classified by the Group as "equity instruments at fair value through other comprehensive income" and as "debt instruments at amortized cost" are analyzed below:

GROUP COMPANY
31/3/2021 31/12/2020 31/3/2021 31/12/2020
Opening Balance 276 432 39 39
Receipts -8 -30 0 0
Fair value revaluation 44 -95 14 0
Foreign exchange differences -2 -31 0 0
Closing balance 310 276 53 39
Quoted securities 310 276 53 39
Unquoted securities 0 0 0 0
Total 310 276 53 39
Long-term Financial Assets 296 262 53 39
Short-term Financial Assets 14 14 0 0
Total 310 276 53 39

During the three months of 2021, the Group gain arising from the valuation at fair value of the above financial assets amount to €44 thousand (three months 2020: losses €141 thousand) are analyzed in gain amount to €39 thousand (three months 2020: losses €149 thousand) reported in particular equity reserves (revaluation reserve) and in gain amount to €5 thousand (three months 2020: gain €8 thousand) reported in the income statement. Respectively for the Company, gain amount to €14 thousand (three months 2020: losses €20 thousand) are analyzed in gain amount to €14 thousand (three months 2020: losses €20 thousand) that were reported in particular equity reserves (revaluation reserve).

For investments that are actively traded in organized financial markets, the fair value is determined by reference to the closing price at the reporting date. For investments where there is no corresponding market price, fair value is determined by reference to the current market value of another instrument that is substantially the same or estimated based on expected cash flows of the net assets underlying the investment or acquisition value.

2.13 INVENTORIES

GROUP COMPANY
31/3/2021 31/12/2020 31/3/2021 31/12/2020
Merchandise – Equipment 21.335 22.064 7.344 7.875
Other 4.341 5.113 0 0
Total 25.676 27.177 7.344 7.875
Provisions for impairment -1.456 -1.473 0 0
Total 24.220 25.704 7.344 7.875

The burden for the three months of 2021, from disposals/usage and provision of inventories for the Group amounts to €2.004 thousand (three months 2020: €3.403 thousand) while for the Company amounts to €69 thousand (three months 2020: €2.685 thousand) and is included in "Cost of Sales".

Reconciliation of changes in GROUP COMPANY
inventories provision for impairment 31/3/2021 31/12/2020 31/3/2021 31/12/2020
Opening balance for the period -1.473 -1.500 0 0
Provisions of the period 0 -422 0 0
Foreign exchange differences 17 27 0 0
Sale of subsidiary 0 422 0 0
Closing balance for the period -1.456 -1.473 0 0

There are no liens on inventories.

2.14 CASH AND CASH EQUIVALENTS

Bank current accounts are either non-interest bearing or interest bearing and yield income at the daily bank interest rates. The short-term deposits are made for periods from one day to three months depending on the Group's cash requirements and yield income at the applicable prevailing interest rates. For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of:

GROUP COMPANY
31/3/2021 31/12/2020 31/3/2021 31/12/2020
Cash and bank current accounts 88.546 97.505 13.227 7.959
Short-term time deposits /
investments (cash equivalents)
2.006 2.479 0 0
Total 90.552 99.984 13.227 7.959

2.15 SHARE CAPITAL, TREASURY SHARES AND RESERVES

Share Capital

Total number of authorized shares 31/3/2021 31/12/2020
Ordinary shares of nominal value €0,30 each 156.961.721 156.961.721
Issued and fully paid shares Ordinary Shares €'000
Balance March 31, 2021 156.961.721 47.089

Treasury Shares

Share buyback program 11.6.2014 - 11.6.2018:

The Company, according to article 16, C.L. 2190/1920, article 4.1.4.2 of the regulation of ATHEX and based on the resolution of the Shareholder's Annual General Meeting on 11.6.2014, as amended by the resolution of the Shareholder's Annual General Meeting of 19.5.2015 and 18.5.2017, has approved a treasury shares buy-back program from the Company, of up to 10% of the paid share capital, for the time period of 24 months with effect from 11.06.2014 and until 11.06.2018, with a minimum price of €1,00 and maximum price of €12,00. It has also been approved that the treasury shares which will eventually be acquired may be held for future acquisition of shares of another company or be distributed to the Company's employees or the staff of a company related with it. The above programme was cancelled with a relevant decision of the Shareholder's Annual General Meeting on 16.5.2018.

Share buyback program 16.5.2018 - 16.5.2020:

The Company, according to article 16, C.L. 2190/1920, article 4.1.4.2 of the regulation of ATHEX and based on the resolution of the Shareholder's Annual General Meeting on 16.5.2018, has approved a treasury shares buy-back program from the Company, of up to 10% of the paid share capital, including treasury shares which might have been acquired and held by the Company (on 16/5/2018 amounted 748.661 treasury shares that is 0,48% of the share capital following the cancelation of 2.000.000 treasury shares and a relevant decrease in the share capital of the Company as approved by the Shareholder's Annual General Meeting for a period of 24 months with effect from 16.5.2018 and until 16.5.2020, with a minimum price of €0,30 and maximum price of €12,00 cancelling the previous programme that was about to end on 11.6.2018. It has also been approved that the treasury shares which will eventually be acquired may be held for future acquisition of shares of another company or be distributed to the Company's employees or the staff of a company related with it.

During 2018, the Company purchased 9.218.779 treasury shares (5,87% of the Company's share capital) at an average price of €0,93 per share, totalling €8.589 thousand. Until 31/3/2020 the Company had 9.200.033 treasury shares (5,86% of the company's share capital) with average price €0,93 per share, with total price of €8.528 thousand subtracting 2.000.000 treasury shares (1,27% of the share

capital of the Company) at an average purchase price of €1,10, that were cancelled from the Shareholder's Annual General Meeting of 16.05.2018.

Share buyback program 29.05.2020 - 29.05.2022:

According to article 49, Law 4548/2018, article 4.1.4.2 of the regulation of ATHEX and based on the resolution of the Shareholder's Ordinary General Meeting which took place on the 29.05.2020, that a treasury shares buy – back program by the Company of up to 10% of its paid share capital, taking into account the shares which had been acquired and held by the Company (in the amount of 9.200.033 treasury shares as of 29.05.2020, that is 5,861% of its share capital), for a period of 24 months with effect from 29.05.2020 and until 29.05.2022, with a minimum price of €0,30 and maximum price of €12, is approved. It was approved also that the treasury shares which will eventually be acquired may be distributed to its personnel and/or to the personnel of Company's affiliates and/or to be kept for future acquisition of shares in another company.

GROUP COMPANY
Treasury shares Number of
ordinary shares
€ '000 Number of ordinary
shares
€ '000
Balance March 31, 2021 9.200.033 8.528 9.200.033 8.528

INTRALOT, in accordance with the current legislation and its relevant announcement dated 13/04/2021 and 11/05/2021, informed that, by May 31th , it completed the sale of 775.097 own shares, or 0,49% of its total share capital, with an average selling price of €0,16 per share and a total value of €126.392,04. Therefore, INTRALOT holds 8.424.936 own shares, which represent 5,37% of its total share capital.

Reserves

Foreign exchange differences reserve

This reserve is used to report the exchange differences arising from the translation of foreign subsidiaries' financial statements. The balance of this reserve in the Group on 31/3/2021 was €-94,2 million (31/12/2020: €-100,9 million). The Group had a total net gain which was reported in the statement of comprehensive income from the change in the fair value reserve during 2021 amounting to €7,0 million, out of which gain of €7,4 million is attributable to the owners of the parent and a loss of €0,4 million to non-controlling interest. The above total net gain for 2021 comes mainly from the positive fluctuation of USD and AUD against the EUR.

During the first three months of 2021, an accumulated gain of €0,2 million was reclassified/recycled in the income statement (line "Foreign Exchange Differences and "Profit / (loss) after tax from discontinued operations") from the reserve of foreign exchange differences due to the liquidation of subsidiaries and associates.

The main exchange rates of abroad subsidiaries financial statements conversion were:

31/3/2021 31/12/2020 Change
EUR / USD 1,17 1,23 -4,9%
EUR / AUD 1,54 1,59 -3,1%
EUR / TRY 9,73 9,11 6,8%
EUR / ARS 108,00 102,85 5,0%
EUR / BRL 6,74 6,37 5,8%

Statement of Financial Position:

Income Statement:

AVG 1/1-
31/3/2021
AVG 1/1-
31/3/2020
Change
EUR / USD 1,20 1,10 9,1%
EUR / AUD 1,56 1,68 -7,1%
EUR / TRY 8,92 6,74 32,3%
EUR / ARS ¹ 108,00 70,87 52,4%
EUR / BRL 6,60 4,92 34,1%

1The Income Statement of the three months of 2021 and 2020 of the Group's subsidiaries operating in Argentina was converted at the closing rate of 31/3/2021 and 31/3/2020 instead of the Avg. 1/1-31/3/2021 and 1/1-31/3/2020 pursuant to IAS 21, paragraph 42a, for hyperinflationary economies.

Other Reserves

GROUP COMPANY
31/3/2021 31/12/2020 31/3/2021 31/12/2020
Statutory reserve 23.423 23.638 15.896 15.896
Extraordinary reserves 4.190 1.740 1.456 1.456
Tax free and specially taxed reserves 40.658 40.658 38.091 38.091
Treasury shares reserve 5 5 5 5
Actuarial differences reserve -236 -236 -216 -216
Revaluation reserve -168 -207 -144 -158
Total 67.872 65.598 55.088 55.074

Analysis of changes in other comprehensive income by category of reserves

COMPANY
1/1-31/3/2021
Revaluation reserve Total
Valuation of assets measured at fair value through other
comprehensive income of the parent company
14 14
Other comprehensive income / (expenses) after tax 14 14
COMPANY Revaluation reserve Total
1/1-31/3/2020
Valuation of assets measured at fair value through other
comprehensive income of the parent company
-20 -20

Analysis of changes in other comprehensive income by category of reserves

GROUP
1/1-31/3/2021
Revaluation
reserve
Foreign
exchange
differences
reserve
Retained
earnings
Total Non
controlling
interest
Grand total
Defined benefit plans revaluation of subsidiaries and
parent company
17 17 17 34
Valuation of assets at fair value through other
comprehensive income, of subsidiaries and parent
company
39 39 39
Foreign exchange differences on consolidation of
subsidiaries
6.456 6.456 -438 6.018
Share of foreign exchange differences on consolidation
of associates and joint ventures
894 894 894
Other comprehensive income / (expenses) after
tax
39 7.350 17 7.406 -421 6.985
GROUP
1/1-31/3/2020
Revaluation
reserve
Foreign
exchange
differences
reserve
Retained
Earnings
Total Non
controlling
interest
Grand total
Defined benefit plans revaluation of subsidiaries and
parent company
-17 -17 -3 -20
Valuation of assets measured at fair value through other
comprehensive income, of subsidiaries and parent
company
-149 -149 -149
Foreign exchange differences on consolidation of
subsidiaries
-1.237 -1.237 -778 -2.015
Share of foreign exchange differences on consolidation
of associates and joint ventures
170 170 170
Other comprehensive income / (expenses) after
tax
-149 -1.067 -17 -1.233 -781 -2.014

2.16 DIVIDENDS

GROUP COMPANY
Declared dividends of ordinary shares: 31/3/2021 31/12/2020 31/3/2021 31/12/2020
Final dividend of 2012 0 509 0 0
Final dividend of 2019 0 8.366 0 0
Final dividend of 2020 3.748 0 0 0
Dividend per statement of changes in
equity
3.748 8.875 0 0

Paid Dividends on ordinary shares:

During the three months of 2021 dividends paid on ordinary shares, aggregated €5.088 thousand (three months 2020: €7.853 thousand).

2.17 DEBT

Long-term loans and lease liabilities:

GROUP COMPANY
Currency Interest
rate
31/3/2021 31/12/2020 31/3/2021 31/12/2020
Facility A
(€250,0 million)
EUR 6,75% 249.671 253.313 0 0
Facility B
(€500,0 million)
EUR 5,25% 491.904 497.832 0 0
Intercompany
Loans
0 0 301.175 308.338
Other 4.295 15.661 0 0
Total Loans (long-term and short-term)
before repurchasing
745.870 766.806 301.175 308.338
Less: Payable during the next year -251.053 -272.032 0 0
Repurchase of Facility B -25.768 -26.079 0 0
Long-term loans after repurchasing 469.049 468.695 301.175 308.338
Long-term lease liabilities 1 11.449 7.469 1.125 1.193
Total long-term debt (loans and lease
liabilities)
480.498 476.164 302.300 309.531

1In the Group and the Company on 31/3/2021 included Long-term lease liabilities from other related parties amount to €5.161 thousand and €692 thousand respectively (31/12/2020: €1.070 thousand and €750 thousand) (note 2.20.Ε).

Short-term loans and lease liabilities:

GROUP COMPANY
31/3/2021 31/12/2020 31/3/2021 31/12/2020
Facility A (€250,0 million) 249.671 253.313 0 0
Facility B (€500,0 million) 307 6.843 0 0
Intercompany loans 0 0 0 0
Other 1.540 12.652 0 0
Short-term loans before
repurchasing
251.518 272.808 0 0
Repurchasing Facility B -466 -776 0 0
Short-term loans after repurchasing 251.052 272.032 0 0
Short-term lease liabilities 1 2.714 2.882 460 450
Total short-term debt (loans and
lease liabilities)
253.766 274.914 460 450

1In the Group and the Company as at 31/3/2021 included Short-term lease liabilities from other related parties amount to €431 thousand and €225 thousand respectively (31/12/2020: €280 thousand and €221 thousand) (note 2.20.Ε).

GROUP COMPANY
31/3/2021 31/12/2020 31/3/2021 31/12/2020
Total debt (loans and lease
liabilities)
734.264 751.078 302.760 309.981

• Facility A: Ιn September 2016, Intralot Capital Luxembourg, issued Senior Notes with a nominal value of €250 million, guaranteed by the parent company and subsidiaries of the Group, due 15 September 2021. The Notes were offered at an issue price of 100,000%. Interest is payable semiannually at an annual fixed nominal coupon of 6,75%. The Notes are trading on the Luxembourg Stock Exchanges Euro MTF Market. The Notes bear the Group financial covenants for incurring additional debt with respect to total Net Debt (senior) to EBITDA (EBITDA/ "Consolidated Cash Flow") (Senior Leverage ratio <3,75), and financial expenses coverage ratio (Fixed Charge Coverage ratio >2,00). On 15/9/2020 this Facility was reclassified from long-term to short-term in accordance with IAS 1.

• Facility B: Ιn September 2017, Intralot Capital Luxembourg issued Senior Notes with a nominal value of €500,0 million, guaranteed by the parent company and subsidiaries of the Group, due 15 September 2024. The Notes were offered at an issue price of 100,000%. Interest is payable semiannually at an annual fixed nominal coupon of 5,25%. The Notes are trading on the Luxembourg Stock Exchanges Euro MTF Market. The Notes bear the Group financial covenants for incurring additional debt with respect to total Net Debt (senior) to EBITDA (EBITDA/ "Consolidated Cash Flow") (Senior Leverage ratio <3,75), and financial expenses coverage ratio (Fixed Charge Coverage ratio >2,00). The Group proceeded to the repurchase of bonds from the open market with nominal value of €5,0 million during 2018, as well as €21,2 million during the second half of 2019, forming the total outstanding nominal amount at €473,8 million.

The Group under the Senior Notes (Facility A & B) terms will be able to incur additional debt so long as on a pro forma basis its consolidated fixed charge coverage ratio is at least 2,00 (31/3/2021: approx. 1,73), and will be able to incur additional senior debt as long as on a pro forma basis its total Net Debt (senior) to EBITDA consolidated (Senior leverage ratio) is not more than 3,75 (31/3/2021: approx. 8,39).Furthermore to the above, the Group can incur additional debt from specific baskets.

The Company, the subsidiaries of the Group or other related parties, or agents on its or their behalf, may from time to time purchase and/or re-sell bonds of the Group (Facility A & B) in one or more series of open-market transactions from time to time. The Group does not intend to disclose the extent of any such purchase or re-sale otherwise than in accordance with any legal or regulatory obligation the Group may have to do so.

Other facilities:

• Facility C: In February and March 2020 Intralot Global Holdings BV signed a loan agreement, with relevant securities on financial assets, amounting up to €18 million as a revolving facility and issuing bank letters of guarantee. Loan agreement bears a floating reference rate (relevant bank's cost of funding cost) plus a 1,65% margin. The above revolving facility has been fully paid as at 31/3/2021 and the used letters of guarantee amounted to €10,3 million.

Maturity analysis of lease liabilities

GROUP Minimum of
the lease
payments
Present
value of the
minimum
lease
payments
Minimum of
the lease
payments
Present
value of the
minimum
lease
payments
31/3/2021 31/3/2021 31/12/2020 31/12/2020
Within 1 year 3.266 2.714 3.278 2.882
Between 2 and 5 years 8.647 7.757 6.261 5.647
Over 5 years 4.178 3.692 2.059 1.822
Minus: Interest -1.928 0 -1.247 0
Total 14.163 14.163 10.351 10.351
COMPANY Minimum of
the lease
payments
31/3/2021
Present
value of the
minimum
lease
payments
31/3/2021
Minimum of
the lease
payments
31/12/2020
Present
value of the
minimum
lease
payments
31/12/2020
Within 1 year 541 460 535 450
Between 2 and 5 years 1.173 1.064 1.235 1.114
Over 5 years 67 61 87 79
Minus: Interest -196 0 -214 0
Total 1.585 1.585 1.643 1.643

CAPITAL MANAGEMENT

The Group aims through the management of capital to ensure that the Group can operate smoothly in the future, maximize the value of its shareholders and maintain the appropriate capital structure in terms of costs of capital. The Group monitors its capital adequacy on a Net Debt to EBITDA ratio basis. Net borrowings include borrowing and lease liabilities minus cash and cash equivalents.

GROUP 31/3/2021 ¹ 31/12/2020
Long-term loans 469.049 468.695
Long-term lease liabilities 11.449 7.469
Short-term loans 251.052 272.032
Short-term lease liabilities 2.714 2.882
Total Debt 734.264 751.078
Cash and cash equivalents -90.552 -99.984
Net Debt 643.712 651.094
EBITDA from continuing operations 74.943 66.170
Leverage 8,59 9,84

¹ EBITDA refers to the period of the last twelve months ended on 31/3/2021.

Regarding capital structure, INTRALOT has INTRALOT has already since January 2021 entered into a Lock-Up Agreement (the Lock-Up Agreement) with an ad hoc group of noteholders, holding in excess of 75% of outstanding principal amount of the €250m Senior Unsecured Notes due 2021 (2021 Notes). The Lock-Up Agreement provides either for the consensual exchange of 2021 Notes with new notes of a total principal amount of €205m, due 2025, to be issued by the Group subsidiary Intralot Inc., if noteholders holding at least 90% in outstanding principal amount of the 2021 Notes would sign or accede to the Lock-Up Agreement, or the recourse to an English law scheme of arrangement, with the consent of the Ad Hoc Group. Following the Expiration Time set in the Lock-Up Agreement, Noteholders holding 82,76% of the outstanding principal amount of the 2021 Notes. The Company believes that this outcome is an important step towards the implementation of the proposed transaction. On the basis of the current high level of support of the Lock-Up Agreement by the holders of the 2021 Notes, the Company is convinced that it

may implement the exchange of the 2021 Notes by a consensual process. According to the above, it has entered during the last months into negotiations with the Ad Hoc Group with the aim of reaching an alternative agreement that will allow the parties to restructure the 2021 Notes without recourse to a scheme of arrangement. Such negotiations are already at an advanced stage and the Company believes that it will be able to make a new announcement on the matter soon.

In any case, the scheme of arrangement remains as an additional possible route. The English law scheme of arrangement is a procedure provided by the Companies Act 2006, that allows a company to come into an arrangement with its creditors (or a class of creditors) with the aim of restructuring its debt or part thereof, and reorganizing the entity. The consent of creditors holding at least 75% of the debt of a company is sufficient for a scheme to be implemented and the relevant agreement needs to be sanctioned by the competent court.

In parallel, the Company will also offer the exchange of its €500m Senior Unsecured Notes due 2024 (the 2024 Notes) against a percentage of up to 49% of the share capital of a company (TopCo) that hold, indirectly, 100% of the shares of the Group's USA subsidiary Intralot Inc. To be noted that the members of the Ad Hoc Group also hold in excess of 13% of the principal amount of the 2024 Notes and, by virtue of a Backstop Commitment Letter they have signed again in January 2021, they have guaranteed that they will participate in the above exchange of the 2024 Notes by offering Notes of a principal amount of at least €68m, against 18,7% of the share capital of TopCo.

To be noted that the Lock-Up Agreement and the Backstop Commitment Letter constitute an important milestone in the Group's effort to implement the specific transactions that will lower the leverage on the balance sheet, extend the maturity of the notes and improve its cash flows.

This will allow the Group to implement its business plan and take advantage of new appealing business opportunities, both in the Lottery as well as in the Sports Betting markets.

In view of the above, the Company proceeds to the necessary actions for the implementation of the proposed restructuring of the 2021 and 2024 Notes, while it remains available for discussions with other noteholders.

The Company will provide an update about its next steps in the near future.

Reconciliation of liabilities arising from financing activities:

Non cash adjustments
GROUP Balance
31/12/2020
Cash
flows
Accrued
interest
Foreign
exchange
differences
& IAS 29
effect
Transfers Purchases of
fixed assets
under
leases/contrac
t cancellation
Change of
consolidatio
n
method
Balance
31/3/2021
Long-term loans 468.695 -491 156 130 559 0 0 469.049
Short-term loans 272.032 -32.137 11.643 73 -559 0 0 251.052
Long-term lease
liabilities
7.469 -590 136 328 -359 4.465 0 11.449
Short-term lease
liabilities
2.882 -576 3 46 359 0 0 2.714
Total liabilities
from financing
activities
751.078 -33.794 11.938 577 0 4.465 0 734.264
Non cash adjustments
GROUP Balance
31/12/2019
Cash
flows
Accrued
interest
Foreign exchange
differences & IAS 29
effect
Transfers Purchases of fixed
assets under
leases/contract
cancellation
Change
of
consolidation
method &
other transfers
Balance
31/12/2020
Long-term loans 716.674 -4.162 903 -326 -243.852 0 -542 468.695
Short-term loans 31.851 -48.851 46.639 -681 243.852 0 -778 272.032
Long-term lease
liabilities
10.681 -5.572 624 -585 2.047 303 -29 7.469
Short-term lease
liabilities
6.019 -654 0 -297 -2.047 -123 -16 2.882
Total liabilities
from financing
activities
765.225 -59.239 48.166 -1.889 0 180 -1.365 751.078

2.18 SHARED BASED BENEFITS

The Group had no active option plan during the three months of 2021.

2.19 FINANCIAL ASSETS AND LIABILITIES

The financial assets and liabilities of the Group, excluding cash and cash equivalents are analyzed as follows:

31/3/2021 GROUP
Financial assets: Debt
instruments
at
amortized
cost
Equity
instruments at
fair value through
other
comprehensive
income
Derivative
financial
assets at fair
value through
other
comprehensive
income
Total
Trade receivables 79.083 0 0 79.083
Provisions for doubtful
receivables
-9.281 0 0 -9.281
Receivables from related parties 15.356 0 0 15.356
Provisions for doubtful
receivables
-6.518 0 0 -6.518
Restricted bank deposits 8.603 0 0 8.603
Tax receivables 33.578 0 0 33.578
Prepaid expenses and other
receivable
24.133 0 0 24.133
Provisions for doubtful
receivables
-1.581 0 0 -1.581
Other quoted financial assets 41 269 0 310
Other unquoted financial assets 0 0 0 0
Total 143.414 269 0 143.683
Long-term 5.118 269 0 5.387
Short-term 138.296 0 0 138.296
Total 143.414 269 0 143.683
31/12/2020 GROUP
Financial assets: Debt
instruments
at
amortized
cost
Equity
instruments at
fair value through
other
comprehensive
income
Derivative
financial
assets at fair
value through
other
comprehensive
income
Total
Trade receivables 91.306 0 0 91.306
Provisions for doubtful
receivables
-9.526 0 0 -9.526
Receivables from related parties 15.177 0 0 15.177
Provisions for doubtful
receivables
-6.542 0 0 -6.542
Restricted bank deposits 5.295 0 0 5.295
Tax receivables 37.246 0 0 37.246
Prepaid expenses and other
receivable
25.163 0 0 25.163
Provisions for doubtful
receivables
-1.305 0 0 -1.305
Other quoted financial assets 47 229 0 276
Other unquoted financial assets 0 0 0 0
Total 156.861 229 0 157.090
Long-term 5.444 229 0 5.673
Short-term 151.417 0 0 151.417
Total 156.861 229 0 157.090

INTRALOT Group

Interim Financial Statements for the period January 1 to March 31, 2021

31/3/2021 GROUP
Financial liabilities Financial
liabilities
measured at
amortized
cost
Financial
liabilities at
fair value
through profit
and loss
Financial
liabilities at fair
value through
other
comprehensive
income
Total
Creditors 31.457 0 0 31.457
Payables to related parties 4.416 0 0 4.416
Other liabilities 39.541 0 0 39.541
Borrowing and lease
liabilities
734.264 0 0 734.264
Total 809.678 0 0 809.678
Long-term 481.853 0 0 481.853
Short-term 327.825 0 0 327.825
Total 809.678 0 0 809.678
31/12/2020 GROUP
Financial liabilities Financial
liabilities
measured at
amortized
cost
Financial
liabilities at
fair value
through profit
and loss
Financial
liabilities at fair
value through
other
comprehensive
income
Total
Creditors 40.790 0 0 40.790
Payables to related parties 7.452 0 0 7.452
Other liabilities 42.706 0 0 42.706
Borrowing and lease
liabilities
751.078 0 0 751.078
Total 842.026 0 0 842.026
Long-term
Short-term
477.613
364.413
0
0
0
0
477.613
364.413
Total 842.026 0 0 842.026

Below is the analysis of the financial assets and liabilities of the Company excluding cash and cash equivalents:

31/3/2021 COMPANY
Financial assets: Debt
instruments
at amortized
cost
Equity
instruments at
fair value
through other
comprehensive
income
Derivative
financial assets
at fair value
through other
comprehensive
income
Total
Trade receivables 34.940 0 0 34.940
Provisions for doubtful receivables -6.734 0 0 -6.734
Receivables from related parties 45.729 0 0 45.729
Provisions for doubtful receivables -6.450 0 0 -6.450
Restricted bank deposits 4.658 0 0 4.658
Tax receivables 18.042 0 0 18.042
Prepaid expenses and other
receivable
6.563 0 0 6.563
Provisions for doubtful receivables -778 0 0 -778
Other quoted financial assets 0 53 0 53
Other unquoted financial assets 0 0 0 0
Total 95.970 53 0 96.023
Long-term 91 53 0 144
Short-term 95.879 0 0 95.879
Total 95.970 53 0 96.023

INTRALOT Group

Interim Financial Statements for the period January 1 to March 31, 2021

31/12/2020 COMPANY
Financial assets: Debt
instruments
at amortized
cost
Equity
instruments at
fair value
through other
comprehensive
income
Derivative
financial assets
at fair value
through other
comprehensive
income
Total
Trade receivables 34.586 0 0 34.586
Provisions for doubtful receivables -6.734 0 0 -6.734
Receivables from related parties 76.118 0 0 76.118
Provisions for doubtful receivables -6.450 0 0 -6.450
Restricted bank deposits 1.774 0 0 1.774
Tax receivables 20.120 0 0 20.120
Prepaid expenses and other receivable 6.992 0 0 6.992
Provisions for doubtful receivables -778 0 0 -778
Other quoted financial assets 0 39 0 39
Other unquoted financial assets 0 0 0 0
Total 125.628 39 0 125.667
Long-term 112 39 0 151
Short-term 125.516 0 0 125.516
Total 125.628 39 0 125.667
31/3/2021 COMPANY
Financial liabilities Financial
liabilities
measured at
amortized cost
Financial
liabilities at fair
value through
profit and loss
Financial liabilities
at fair value
through other
comprehensive
income
Total
Creditors 2.940 0 0 2.940
Payables to related parties 27.474 0 0 27.474
Other liabilities 4.379 0 0 4.379
Borrowing and lease liabilities 302.760 0 0 302.760
Total 337.553 0 0 337.553
Long-term 302.327 0 0 302.327
Short-term 35.226 0 0 35.226
Total 337.553 0 0 337.553
31/12/2020 COMPANY
Financial liabilities Financial
liabilities
measured at
amortized cost
Financial
liabilities at fair
value through
profit and loss
Financial liabilities
at fair value
through other
comprehensive
income
Total
Creditors 2.590 0 0 2.590
Payables to related parties 27.980 0 0 27.980
Other liabilities 5.183 0 0 5.183
Borrowing and lease liabilities 309.981 0 0 309.981
Total 345.734 0 0 345.734
Long-term 309.582 0 0 309.582
Short-term 36.152 0 0 36.152
Total 345.734 0 0 345.734

Estimated fair value

Below is a comparison by category of carrying amounts and fair values of financial assets and liabilities of the Group and the Company as at March 31, 2021 and December 31, 2020:

GROUP Carrying Amount Fair Value
Financial Assets 31/3/2021 31/12/2020 31/3/2021 31/12/2020
Other long-term financial assets -
classified as "equity instruments at
fair value through other
comprehensive income "
269 229 269 229
Other long-term financial assets -
classified as "debt instruments at fair
value at amortized cost"
27 33 27 33
Other long-term receivables 5.091 5.411 5.091 5.411
Trade and other short-term
receivables
138.282 151.403 138.282 151.403
Other short-term financial assets
classified as "debt instruments at
amortized cost"
14 14 14 14
Cash and cash equivalents 90.552 99.984 90.552 99.984
Total 234.235 257.074 234.235 257.074
Financial Liabilities 31/3/2021 31/12/2020 31/3/2021 31/12/2020
Long-term loans
Other long-term liabilities
Long-term lease liabilities
Trade and other short-term payables
Short-term loans and lease liabilities
469.049
1.355
11.449
74.059
253.766
468.695
1.449
7.469
89.499
274.914
274.898
1.355
11.449
74.059
199.583
180.745
1.449
7.469
89.499
126.599
Total 809.678 842.026 561.344 405.761
COMPANY Carrying Amount Fair Value
Financial Assets 31/3/2021 31/12/2020 31/3/2021 31/12/2020
Other long-term financial assets -
classified as "equity instruments at
fair value through other
comprehensive income "
53 39 53 39
Other long-term receivables 91 112 91 112
Trade and other short-term
receivables
95.879 125.516 95.879 125.516
Cash and cash equivalents 13.227 7.959 13.227 7.959
Total 109.250 133.626 109.250 133.626
Financial Liabilities 31/3/2021 31/12/2020 31/3/2021 31/12/2020
Long-term loans
Other long-term liabilities
Long-term lease liabilities
Trade and other short-term payables
Short-term loans and lease liabilities
301.175
27
1.125
34.766
460
308.338
51
1.193
35.702
450
301.175
27
1.125
34.766
460
308.338
51
1.193
35.702
450
Total 337.553 345.734 337.553 345.734

The management estimated that the carrying value of cash and cash equivalents, trade and other receivables, trade and other payables approximates their fair value, primarily because of their shortterm maturities.

Fair value hierarchy

The Group classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making these measurements. The levels of the fair value hierarchy are as follows: Level 1: official quoted prices (unadjusted) in markets with significant volume of transactions for similar assets or liabilities

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Group and the Company held on 31/3/2021 the following assets and liabilities measured at fair value:

GROUP Fair Value Fair value hierarchy
31/3/2021 Level 1 Level 2 Level 3
Financial assets measured at fair value
Other financial assets classified as
"equity instruments at fair value through
other comprehensive income"
269 269 0 0
- Quoted securities 269 269 0 0
- Unquoted securities
Other financial assets classified as "debt
instruments at amortized cost"
0
41
0
0
0
0
0
41
- Quoted securities 41 0 0 41
- Unquoted securities 0 0 0 0
Derivative financial instruments 0 0 0 0
Financial liabilities measured at fair value
Derivative financial instruments 0 0 0 0
COMPANY Fair Value
31/3/2021
Fair value hierarchy
Level 1
Level 2
Level 3
Financial assets measured at fair value
Other financial assets classified as
"equity instruments at fair value through
other comprehensive income"
53 53 0 0
- Quoted securities 53 53 0 0
- Unquoted securities 0 0 0 0
Derivative financial instruments 0 0 0 0
Financial liabilities measured at fair value
Derivative financial instruments 0 0 0 0

During 2021 there were no transfers between Level 1 and Level 2 of the fair value hierarchy, no transfers to and from Level 3.

The Group and the Company held on 31/12/2020 the following assets and liabilities measured at fair value:

Fair Value Fair value hierarchy
GROUP 31/12/2020 Level 1 Level 2 Level 3
Financial assets measured at fair value
Other financial assets classified as
"equity instruments at fair value through 229 229 0 0
other comprehensive income"
- Quoted securities 229 229 0 0
- Unquoted securities 0 0 0 0
Other financial assets classified as "debt 47 0 0 47
instruments at amortized cost"
- Quoted securities 47 0 0 47
- Unquoted securities 0 0 0 0
Derivative financial instruments 0 0 0 0
Financial liabilities measured at fair value
Derivative financial instruments 0
0
0
0
0
0
0
0

INTRALOT Group

Interim Financial Statements for the period January 1 to March 31, 2021

COMPANY Fair Value Fair value hierarchy
31/12/2020 Level 1 Level 2 Level 3
Financial assets measured at fair value
Other financial assets classified as
"equity instruments at fair value through 39 39 0 0
other comprehensive income"
- Quoted securities 39 39 0 0
- Unquoted securities 0 0 0 0
Derivative financial instruments 0 0 0 0
Financial liabilities measured at fair value
Derivative financial instruments 0 0 0 0

During 2020 there were no transfers between Level 1 and Level 2 of the fair value hierarchy, no transfers to and from Level 3.

Reconciliation for recurring fair value measurements classified in the 3rd level of the fair value hierarchy:

Quoted securities GROUP COMPANY
Balance 31/12/2019 90 0
Fair value adjustment 17 0
Receipts -30 0
Foreign exchange differences -30 0
Balance 31/12/2020 47 0
Fair value adjustment 4 0
Receipts -8 0
Exchange differences -2 0
Balance 31/3/2021 41 0

Valuation methods and assumptions

The fair value of the financial assets and liabilities is the amount at which the asset could be sold or the liability transferred in a current transaction between market participants, other than in a forced or liquidation sale.

The following methods and assumptions are used to estimate the fair values:

  • Fair value of the quoted shares (classified as "equity instruments at fair value through other comprehensive income") derives from quoted market closing prices in active markets at the reporting date.
  • Fair value of the unquoted shares (classified as "equity instruments at fair value through other comprehensive income") is estimated by reference to the current market value of another item substantially similar or using a DCF model. The valuation through the DCF model requires management to make certain assumptions about the model inputs, including forecast cash flows, the discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management's estimate of fair value for these unquoted equity investments.
  • Fair value of the quoted bonds is based on price quotations at the reporting date. The fair value of unquoted instruments, loans from banks and other financial liabilities, obligations under leases, as well as other non-current financial liabilities is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.

• The Group uses derivative financial instruments such as forward currency contracts, interest rate swaps, currency swaps and other derivatives in order to hedge risks related to interest rates and foreign currency fluctuations. Such derivative financial instruments are measured at fair value at each reporting date. The fair value of these derivatives is measured mainly by reference of the market value and is verified by the financial institutions.

Description of significant unobservable inputs to valuation:

The fair value of unquoted shares (classified as "equity instruments at fair value through other comprehensive income") except that it is sensitive to a reasonably possible change in the forecast cash flows and the discount rate, is also sensitive to a reasonably possible change in growth rates. The valuation requires management to use unobservable inputs in the model, of which the most significant are disclosed in the tables below. The management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.

Unquoted shares (classified as "equity instruments at fair value through other comprehensive income")

On 31/3/2021 and 31/12/2020 the Group did not hold any unquoted shares (classified as "Equity instruments valued at fair value through other comprehensive income").

2.20 SUPPLEMENTARY INFORMATION

A. BUSINESS COMBINATION AND METHOD OF CONSOLIDATION

The companies included in the consolidation, with the relevant addresses and the relevant participation percentages are the following:

I. Full consolidation Domicile Nature of business % Direct
Part'n
% Indirect
Part'n
% Total
Part'n
INTRALOT S.A. Maroussi, Greece Holding company / Technology and
support services
Parent Parent -
3. BETTING COMPANY S.A. Maroussi, Greece Technology and support services 95% 5% 100%
16. BETTING CYPRUS LTD Nicosia, Cyprus Technology and support services 100% 100%
INTRALOT IBERIA HOLDINGS S.A. Madrid, Spain Holding company 100% 100%
10. INTRALOT JAMAICA LTD Kingston, Jamaica Technology and support services 100% 100%
10. INTRALOT TURKEY A.S. Istanbul, Turkey Technology and support services 50% 49,99% 99,99%
10. INTRALOT DE MEXICO LTD Mexico City, Mexico Technology and support services 99,80% 99,80%
10. INTRALOT CHILE SPA Santiago, Chile Technology and support services 100% 100%
10. INTELTEK INTERNET AS Istanbul, Turkey Management contracts 20% 80% 100%
INTRALOT SERVICES S.A. Paiania, Greece Technology and support services 100% 100%
BILYONER INTERAKTIF HIZMELTER AS GROUP Istanbul, Turkey Management contracts 50,01% 50,01%
INTRALOT MAROC S.A. Casablanca, Morocco Management contracts 99,83% 99,83%
INTRALOT INTERACTIVE S.A. Maroussi, Greece Technology and support services 100% 100%
INTRALOT GLOBAL SECURITIES B.V. Amsterdam, Netherlands Holding company 100% 100%
1. INTRALOT CAPITAL LUXEMBOURG S.A. Luxembourg, Luxembourg Financial services 100% 100%
1,2,3,4. INTRALOT GLOBAL HOLDINGS B.V. Amsterdam, Netherlands Holding company 0,0186% 99,9814% 100%
5. INTRALOT US SECURITIES B.V. Amsterdam, Netherlands Holding company 100% 100%
11. INTRALOT US HOLDINGS B.V. Amsterdam, Netherlands Holding company 100% 100%
5. INTRALOT INC Atlanta, USA Technology and support services 100% 100%
12. DC09 LLC Wilmington, USA Technology and support services 49% 49%
12. INTRALOT TECH SINGLE MEMBER S.A. Maroussi, Greece Technology and support services 100% 100%
5. INTRALOT AUSTRALIA PTY LTD Melbourne, Australia Technology and support services 100% 100%
9. INTRALOT GAMING SERVICES PTY Melbourne, Australia Technology and support services 100% 100%
5. ILOT CAPITAL UK LTD Hertfordshire, United Kingdom Financial services 0,02% 99,98% 100%
5. ILOT INVESTMENT UK LTD Hertfordshire, United Kingdom Financial services 0,02% 99,98% 100%
5. INTRALOT NEDERLAND B.V. Amsterdam, Netherlands Technology and support services 100% 100%
17. INTRALOT BENELUX B.V. Amsterdam, Netherlands Technology and support services 100% 100%
5. LOTROM S.A. Bucharest, Romania Management contracts 84% 84%
5.
5.
INTRALOT BEIJING Co LTD
TECNO ACCION S.A.
Beijing, China
Buenos Aires, Argentina
Technology and support services
Technology and
support services
100%
50,01%
100%
50,01%
5. TECNO ACCION SALTA S.A. Buenos Aires, Argentina Licensed operations 50,01% 50,01%
% Direct % Indirect % Total
I. Full consolidation Domicile Nature of business Part'n Part'n Part'n
5. MALTCO LOTTERIES LTD Valetta, Malta Licensed operations 73% 73%
5. INTRALOT NEW ZEALAND LTD Wellington, New Zealand Technology and support services 100% 100%
5. INTRALOT DO BRAZIL LTDA Sao Paulo, Brazil Licensed operations 80% 80%
14. OLTP LTDA Rio de Janeiro, Brazil Licensed operations 80% 80%
5. INTRALOT GERMANY GMBH Munich, Germany Technology and support services 100% 100%
5. INTRALOT FINANCE UK LTD Hertfordshire, United Kingdom Financial services 100% 100%
5. INTRALOT CAPITAL
UK LTD
Hertfordshire, United Kingdom Financial services 100% 100%
5. BETA RIAL Sp. Zoo Warsaw, Poland Holding company 100% 100%
5. POLLOT Sp. Zoo Warsaw, Poland Holding company 100% 100%
5. NIKANTRO HOLDINGS Co LTD Nicosia, Cyprus Holding company 100% 100%
7. LOTERIA MOLDOVEI S.A. Chisinau, Moldova Licensed operations 47,90% 32,85% 80,75%
5. INTRALOT BETTING OPERATIONS (CYPRUS) LTD Nicosia, Cyprus Holding company 54,95% 54,95%
5,6. ROYAL HIGHGATE LTD Nicosia, Cyprus Licensed operations 35,08% 35,08%
5. INTRALOT LEASING NEDERLAND B.V. Amsterdam, Netherland Financial services 100% 100%
5. INTRALOT IRELAND LTD Dublin, Ireland Technology and support services 100% 100%
5. INTRALOT GLOBAL OPERATIONS B.V. Amsterdam, Netherland Technology and support services 100% 100%
5. BIT8 LTD Valletta, Malta Technology and support services 100% 100%
5. INTRALOT ADRIATIC DOO Zagreb, Croatia Technology and support services 100% 100%
5. INTRALOT BETCO EOOD Sofia, Bulgaria Technology and support services 100% 100%
5. INTRALOT CYPRUS GLOBAL ASSETS LTD Nicosia, Cyprus Holding company 100% 100%
ΙΝTRALOT HOLDINGS INTERNATIONAL LTD Nicosia, Cyprus Holding company 100% 100%
2. INTRALOT INTERNATIONAL LTD Nicosia, Cyprus Technology and support services 100% 100%
3. INTRALOT OPERATIONS
LTD
Nicosia, Cyprus Technology and support services 100% 100%
2,4. NETMAN SRL Bucharest, Romania Management contracts 100% 100%
2. INTRALOT BUSINESS DEVELOPMENT LTD Nicosia, Cyprus Technology and support services 100% 100%
2,4. GAMING SOLUTIONS INTERNATIONAL SAC Lima, Peru Licensed operations 100% 100%
2. INTRALOT BETTING OPERATIONS RUSSIA LTD Nicosia, Cyprus Holding company 100% 100%

II. Equity method Domicile Nature of business % Direct
Part'n
% Indirect
Part'n
% Total
Part'n
LOTRICH INFORMATION Co LTD Taipei, Taiwan Technology and support services 40% 40%
INTRALOT SOUTH AFRICA LTD Johannesburg, S. Africa Technology and support services 45% 45%
2,3. GOREWARD LTD Taipei, Taiwan Holding company 38,84% 38,84%
13. GOREWARD INVESTMENTS LTD Taipei, Taiwan Holding company 38,84% 38,84%
13. PRECIOUS SUCCESS LTD GROUP Hong Kong, China Licensed operations 19,03% 19,03%
13. OASIS RICH INTERNATIONAL LTD Taipei, Taiwan Technology and support services 38,84% 38,84%

INTRALOT Group

Interim Financial Statements for the period January 1 to March 31, 2021

II. Equity method Domicile Nature of business % Direct
Part'n
% Indirect
Part'n
% Total
Part'n
15. WUSHENG COMPUTER TECHNOLOGY
(SHANGHAI) CO LTD
Shanghai, China Technology and support services 38,84% 38,84%
2. UNICLIC LTD Nicosia, Cyprus Holding company 50% 50%
18. DOWA LTD Nicosia, Cyprus Holding company 30% 30%
5. KARENIA ENTERPRISES COMPANY LTD Nicosia, Cyprus Holding company 50% 50%
INTRALOT DE PERU SAC Lima, Peru Licensed operations 20% 20%
Subsidiary of the company:
1: Intralot Global Securities B.V. 6: Intralot Betting Operations (Cyprus) LTD 11: Intralot US Securities B.V. 16: Betting Company S.A.
2: Intralot Holdings International LTD 7: Nikantro Holdings Co LTD 12: Intralot Inc 17: Intralot Nederland B.V.
3: Intralot International LTD 8: Intralot Cyprus Global Assets LTD 13: Goreward LTD 18: Uniclic LTD
4: Intralot Operations LTD 9: Intralot Australia PTY LTD 14: Intralot Do Brazil LTDA
5: Intralot Global Holdings B.V. 10: Intralot Iberia Holdings S.A. 15: Oasis Rich International LTD

The standalone annual financial statements of the most important subsidiaries of the Group (not listed on a stock exchange) are posted on the INTRALOT website (www.intralot.com) pursuant to article 1 of the Board of Directors' decision 8/754/14.04.2016 of the Hellenic Capital Market Commission.

The entities Loteria Moldovei S.A., Intralot De Mexico Ltd, Intralot Services S.A., Uniclic Ltd, Dowa Ltd, Ilot Investment UK Ltd, Intralot Turkey A.S., Intralot Beijing Co Ltd and Intralot Betting Operations Russia Ltd are under liquidation process.

On 31/3/2021, the Group or its subsidiaries did not have any significant contractual or statutory restrictions on their ability to access or use the assets and settle the liabilities of the Group.

The following United Kingdom subsidiaries are exempt from the requirements of the Companies Act 2006 relating to the statutory audit of individual company accounts by virtue of Section 479A of that Act:

Intralot Finance UK Ltd (company number 6451119)

Ilot Capital UK Ltd (company number 9614324) – liquidated in March 2021

Ilot Investments UK Ltd (company number 9614271) – liquidated process

However, Intralot Finance UK Ltd has been audited in 2018 for IFRS Group reporting purposes.

III. Acquisitions

The Group did not proceed to any acquisition of new entities for the three months of 2021.

IV. New Companies of the Group

In February 2021, the Group established Intralot US Securities B.V. (holding company), being a 100% subsidiary of Intralot Global Holdings B.V., as well as Intralot US Holdings B.V. (holding company), being a 100% subsidiary of Intralot US Securities B.V.. Also, in March 2021, the Group established Intralot Capital UK Ltd (finance company), being a 100% subsidiary of Intralot Global Holdings B.V..

V. Changes in ownership percentage / Changes in consolidation method

Changes in consolidation method Group Eurobet Ltd

Since the end of March 2020 the conditions under which Eurobet Ltd group was fully consolidated, according to IFRS 10, in the financial statements of INTRALOT Group have ceased, and the company since then is consolidated under the equity method. The remaining investment of the Group (49%) in Eurobet Ltd group was estimated as of zero value. Net losses from Eurobet Ltd group net assets derecognition, as well as the reclassification of non-controlling interests according to IFRS 10 par. 25, came up to €563 thousand and are presented in Income Statement of the Group (line "Profit/(loss) after tax from discontinued operations"), since in December 2020 the Group sold the investment in subsidiary company Bilot Investment Ltd, parent company of the Group Eurobet Ltd (note 2.20.A.VIII).

VI. Subsidiaries' Share Capital Increase

During the three months of 2021 the Group completed a share capital increase through payment in cash in Netman SRL amounting €41 thousand.

VII. Strike off - Disposal of Group Companies

The Group completed the liquidation and strike-off of its subsidiaries Gameway Ltd (January 2021), Beta Rial Sp.Zoo (January 2021), Pollot Sp.Zoo (February 2021) and Ilot Capital UK Ltd (March 2021).

INTRALOT announces that it has reached a binding agreement with "SAGA CONSULTORIA E REPRESENTAÇÕES COMERCIAIS E EMPRESARIAIS" ("SAGA") in Brazil to sell its entire stake in "Intralot do Brasil Comércio de Equipamentos e Programas de Computador LTDA" ("Intralot do Brasil"), representing 80% of the company's voting capital. SAGA is the only other shareholder of Intralot do Brasil holding 20% of the company. INTRALOT will continue to provide its gaming technology to Intralot do Brasil following closing of the transaction. The total cash consideration for the stake sale amounts to €700 thousand (seven hundred thousand EUR). Intralot do Brasil contributed 0,5% of Intralot Group EBITDA in 2020. Closing of this transaction is subject to the completion of certain condition precedents standard for this kind of transactions. The Company will follow-up with further announcements upon definite finalization of the transaction, as required by regulation.

VIII. Discontinued Operations

A) Poland

On March 26, 2019 INTRALOT Group announced that it has reached an agreement with Merkur Sportwetten GmbH, a subsidiary of the Gauselmann Group based in Espelkamp, Germany to take over

the renowned sports betting company Totolotek S.A. – an INTRALOT subsidiary in Poland. The aforementioned subsidiary is presented in the geographic operating segment "European Union" (note 2.2). Since, 31/3/2019 the Group's above activities in Poland were classified as assets held for sale and discontinued operations pursuant to IFRS 5. The transfer of Totolotek S.A. shares was completed at the end of April 2019 and the Group consolidated it by 30/4/2019. The final consideration for the disposal of Totolotek S.A. amounted to approximately €8,0 million, including the contingent consideration, in case of meeting certain terms and requirements within 2 years, amounting to approximately €1,8 million on a discounted basis (€2,0 million in future value). From the above consideration amount approximately €5,5 million was paid in the first six-months of 2019 and amount approximately €0,8 million in July 2019. On 30/6/2020 the Group recognized a loss of €996 thousand from the non-collection of contingent consideration of Totolotek S.A. disposal, since the relevant terms and requirements were not met. The above loss is presented in the Income Statement of the Group (line "Profit / (loss) after taxes from discontinued operations").

B) Peru

On February 2021 INTRALOT announced that it has reached a binding agreement with Nexus Group in Peru to sell its entire stake of 20% in Intralot de Peru SA, an associate of INTRALOT Group, which is consolidated through the Equity method, for a cash consideration of \$21million (twenty-one million USD). In addition, the Company has signed a three-year extension of its current contract with Intralot de Peru SA through 2024, to continue to provide its gaming technology and support services. The above associate company is presented under the geographical segment "America" (note 2.2). From 31/12/2020 the above activities of the Group in Peru were classified as discontinued operations pursuant to IFRS 5 par.8.. Meanwhile, the Group's investment to Intralot de Peru SAC was classified as at 31/12/2020 to "Assets held for sale".

The above transaction was completed within February 2021 and the net price after taxes and transaction costs amounted to \$16,2 million (€13,3 million).

Below are presented the results of the Group's discontinued operations in Peru (Intralot de Peru SAC) for the periods 1/1-31/3/2020 and 1/1-31/1/2021 (during 2021 consolidated under the equity method until 31/1/2021):

1/1-31/1/2021 1/1-31/3/2020
Gains / (losses) from consolidations under the equity method 155 322
Profit / (loss) before taxes 155 322
Income Tax 0 0
155 322
Gain/(loss) from disposal of discontinued operations 1.129 0
Relevant taxes -1.332 0
Expenses and exchange differences occurred from sale -197 0
Reclassification of exchange differences reserve to Income Statement -637 0
Gain/(loss) after taxes from discontinued operations -882 322
Attributable to:
Equity holders of the parent Company -882 322
Non-controlling interest 0 0

Below are presented the net cash flows of the discontinued operations of the associate Intralot de Peru

SAC. on a consolidated level:

1/1-31/1/2021 1/1-31/3/2020
Operating activities 0 0
Investing activities 13.309 0
Financing activities 0 0
Effect from exchange differences 0 0
Net increase / (decrease) in cash and cash
equivalents for the period
13.309 0

C) Bulgaria

On 17/12/2020 the Group disposed 100% of subsidiaries Bilot EOOD and Bilot Investment Ltd, that held by 49% the associates Eurofootball Ltd and Eurobet Ltd group, respectively. The above subsidiaries and associates associate are presented under the geographical operating area "European Union" (note 2.2). As of 17/12/2020 the above activities of the Group in Bulgaria have been classified as discontinued operations. These transactions were completed within December 2020 following the necessary approvals by the relevant local authorities.

Below are presented the results of the Group's discontinued operations in Bulgaria (Bilot EOOD, Eurofootball Ltd, Bilot Investment Ltd, Eurobet Ltd, Eurobet Trading Ltd and ICS S.A.) for the period 1/1-31/3/2020 (subsidiaries Bilot EOOD and Bilot Investment Ltd in 2020 were consolidated through full consolidation method until 17/12/2020, the entity Eurofootball Ltd until 5/12/2019 through full method and for the period 6/12-31/12/2019 through equity method, and the entities Eurobet Ltd, Eurobet Trading Ltd and ICS S.A. until end March 2020 through full method):

1/1-31/3/2020
Sale proceeds 8.656
Expenses -8.404
Other operating income 0
Other operating expenses 0
Profit / (loss) before taxes, financing and investing
results (EBIT)
252
Profit / (loss) before taxes, financing, investing 420
results and depreciation (EBITDA)
Income / (expense) from participations and investments -563
Gain/(loss) from assets disposal, impairment loss and
write-off of assets
40
Interest and similar expenses -26
Interest and similar income 0
Exchange Differences 1
Gains / (losses) from consolidations under the equity
method
0
Profit/(loss) before tax -296
Income tax 0
-296
Gain/(loss) from disposal of discontinued operations 0
Relevant taxes 0
Gain/(loss) after taxes from discontinued
operations
-296
Attributable to:
Equity holders of the parent Company -600
Non-controlling interest 304

Below are presented the net cash flows of the discontinued operations in Bulgaria on a consolidated level:

1/1-
31/3/2020
Operating activities 943
Investing activities -119
Financing activities -319
Net increase / (decrease) in cash and cash equivalents for the
period
505

Below are presented the earnings / (losses) after taxes per share of the Group's discontinued operations from the subsidiary Totolotek S.A., the subsidiary Bilot EOOD, the subsidiary Bilot Investment Ltd, the associate Intralot de Peru SAC, as well as the companies Eurofootball Ltd, Eurobet Ltd, Eurobet Trading Ltd and ICS S.A., either as subsidiaries or associates:

Earnings/(losses) after tax per share (in €)
from discontinued operations
1/1-31/3/2021 1/1-31/3/2020
-basic -0,0060 -0,0019
-diluted -0,0060 -0,0019
Weighted Average number of shares 147.761.688 147.761.688

IX. Companies merge

The Group did not proceed with any merge of companies in the three months of 2021.

B. REAL LIENS

A Group subsidiary in Malta has a banking facility amounting €4,3 million, for issuing bank letters of guarantee. This facility is secured by an initial general mortgage on all the subsidiary's present and future assets (on 31/3/2021 the utilized letters of guarantee amounted to €4,0 million). Also, a subsidiary of the Group in Netherlands has a banking facility amounting €18,0 million for revolving facility and issuing bank letters of guarantee, with relevant securities on financial assets (on 31/3/2021 the utilized letters of guarantee amounted to €10,3 million).

There are no other restrictions than the above, in the ownership or transfer or other encumbrances on the Group's property.

In the Group Statement of Financial Position (line "Trade and other short-term receivables") of 31/3/2021 are included restricted bank deposits as security coverage for banking facilities amounting €8.237 thousand (31/12/2020: €4.929 thousand) and other restricted bank deposits amount to €366 thousand (31/12/2020: €366 thousand). Respectively, for the Company on 31/3/2021 are included restricted bank deposits as security coverage for banking facilities amounting €4.536 thousand (31/12/2020: €1.650 thousand) and other restricted bank deposits amount to €123 thousand (31/12/2020: €124 thousand).

C. PROVISIONS

GROUP Litigation
cases ¹
Unaudited fiscal years
and tax audit expenses ²
Other
provisions ³
Total
provisions
Period opening balance 4.303 6.630 2.437 13.370
Period additions 6 0 925 931
Utilized provisions 0 0 -436 -436
Unutilized provisions -117 0 0 -117
Transfers 15 0 -15 0
Foreign exchange
differences
-110 0 17 -93
Period closing balance 4.097 6.630 2.928 13.655
Long-term provisions
Short-term provisions
4.028
69
6.630
0
54
2.874
10.712
2.943
Total 4.097 6.630 2.928 13.655

¹ Relate to litigation cases as analyzed in note 2.21.A.

² Relate to provisions for the coverage of differences from future audits for income taxes and other taxes. It is expected to be used in the next 1-3 years.

³ Relate to provisions for risks none of which are individually material to the Group except from provisions for additional fees (bonus) and other employee benefits of the Group amounting to €977 thousand as well as provisions amounting to €1.713 for earned winnings which relate to sports betting prices and guaranteed future numerical games jackpots. The Other provisions are expected to be used in the next 1-6 years.

COMPANY Litigation
cases ¹
Unaudited fiscal years
and tax audit expenses ²
Other
provisions
Total
provisions
Period opening balance 3.993 6.630 0 10.623
Unutilized Provisions -117 0 0 -117
Foreign exchange differences -116 0 0 -116
Period closing balance 3.760 6.630 0 10.390
Long-term provisions 3.720 6.630 0 10.350
Short-term provisions 40 0 0 40
Total 3.760 6.630 0 10.390

¹ Relate to litigation cases as analyzed in note 2.21.A.

² Relate to provisions for the coverage of differences from future audits for income taxes and other taxes. It is expected to be used in the next 1-3 years.

D. PERSONNEL EMPLOYED

The number of employees of the Group on 31/3/2021 amounted to 2.020 persons (Company/subsidiaries 1.984 and associates 36) and the Company's to 529 persons. Respectively on 31/3/2020 the number of employees of the Group amounted to 3.865 persons (Company/subsidiaries 2.140 and associates 1.725) and the Company 607 persons. At the end of 2020 fiscal year, the number of employees of the Group amounted to 3.447 persons (Company/subsidiaries 2.046 and associates 1.401) and the Company's to 595 persons

E. RELATED PARTY DISCLOSURES

Intralot SA purchases goods and services and/or provides goods and services to various related companies, in the ordinary course of business. These related companies consisting of subsidiaries, associates or other related companies which have common ownership and / or management with Intralot SA. Below is a condensed report of the transactions for three months of 2021 and the balances on 31/3/2021 of other related parties:

Amounts reported in thousands of € 1/1-31/3/2021
(total operations) GROUP COMPANY
Income
-from subsidiaries 0 6.867
-from associates and joint ventures 645 645
-from other related parties 110 37
INTRALOT Group
Interim Financial Statements for the period January 1 to March 31, 2021

Expenses
-to subsidiaries 0 6.766
-to associates and joint ventures 0 0
-to other related parties 1.272 555
BoD and Key Management Personnel transactions and fees 2.045 1.528
Amounts reported in thousands of € 31/3/2021
GROUP COMPANY
Receivables
-from subsidiaries 0 38.585
-from associates and joint ventures 5.343 5.308
-from other related parties 10.013 1.836
Payables
-to subsidiaries 0 325.680
-to associates and joint ventures 0 0
-to other related parties 9.978 3.886
BoD and Key Management Personnel receivables 0 0
BoD and Key Management Personnel payables 30 0

Below there is a summary of the transactions for the three months of 2020 and the balances on

31/12/2020 with related parties:

Amounts reported in thousands of € 1/1-31/3/2020
(total operations) GROUP COMPANY
Income
-from subsidiaries 0 9.221
-from associates and joint ventures 904 832
-from other related parties 17 0
Expenses
-to subsidiaries 0 4.790
-to associates and joint ventures 10 0
-to other related parties 1.972 1.428
BoD and Key Management Personnel transactions and fees 1.652 1.131
Amounts reported in thousands of € 31/12/2020
GROUP COMPANY
Receivables
-from subsidiaries 0 69.294
-from associates and joint ventures 5.069 5.026
-from other related parties 10.108 1.798
Payables
-to subsidiaries 0 331.715
-to associates and joint ventures 466 466
-to other related parties 7.993 4.868
BoD and Key Management Personnel receivables 0 0
BoD and Key Management Personnel payables 343 240

Sales and services to related parties are made at normal market prices. Outstanding balances at year end are unsecured and settlement occurs in cash. No guarantees have been provided or received for the above receivables.

In the three months period of 2021, the Company did not make any provisions concerning an estimate of reduction of the recoverable value of receivables from subsidiaries. The accumulated provisions of 31/3/2021 amounted to €0,4 million (31/12/2020: €0,4 million).

2.21 CONTINGENT LIABILITIES, ASSETS AND COMMITMENTS

A. LITIGATION CASES

a. Against (a) publishing company "I. Sideris – Andreas Sideris Sons O.E.", (b) the Foundation of Economic and Industrial Researches (IOBE), (c) Mr. Theodosios Palaskas, Director of Research of IOBE, (d) the Kokkalis Foundation, and (e) INTRALOT, a lawsuit of Mr. Charalambos Kolymbalis, was filed on 8th March 2007 before the Multi-member Athens Court of First Instance. With his lawsuit, the plaintiff requests to be recognized as the sole creator of the project entitled "The financial consequences of sports in Greece" and his intellectual property right on this, and that the amount of €300.000 to be paid to him as monetary compensation for moral damages. Date of the hearing was set the 20th February 2008 when it was postponed for 4th March 2009 and then again for 24th February 2010; on that date the hearing of the case was cancelled due to strike of the judicial secretaries. New hearing date was scheduled the 23rd May 2012 when the case was heard and the decision no. 5724/2012 of the Athens Multi-member Court of First Instance was issued which dismissed the lawsuit. On 17 October 2015 an appeal was served to the company against the above decision, which was scheduled to be heard before the Athens Court of Appeals on 11 February 2016; on that date the hearing was postponed for 22 September 2016 due to lawyers strike when it was cancelled, while following a request of the plaintiff a new hearing date is set for 9 March 2017 when the case has been heard and a decision of the Court of Appeals was issued which ordered the repeat of the appeal's hearing. The date for the hearing was set for the 22nd of February 2018 when the case was heard and decision no. 3253/2018 of the Athens Court of Appeals was issued which rejected the appeal; until now, no application for cassation was has been filed by the opponent.

b. In Colombia, INTRALOT, on 22nd July 2004, entered into an agreement with an entity called Empresa Territorial para la salud ("Etesa"), under which it was granted with the right to operate games of chance in Colombia. In accordance with terms of the abovementioned agreement, INTRALOT has submitted an application to initiate arbitration proceedings against Etesa requesting to be recognized that there has been a disruption to the economic balance of abovementioned agreement to the detriment of INTRALOT and for reasons not attributable to INTRALOT and that Etesa to be compelled to the modification of the financial terms of the agreement in the manner specified by INTRALOT as well as to pay damages to INTRALOT (including damages for loss of profit) or alternatively to terminate now the agreement with no liability to INTRALOT. The arbitration court adjudicated in favor of Etesa the amount of 23,6 billion Colombian pesos (approx. €5,5m). The application for annulment of the arbitration award filed by INTRALOT before the High Administrative Court was rejected. The Company filed a lawsuit before the Constitutional Court which was rejected. On 31 August 2016, an application was served to the Company requesting to render the abovementioned arbitration decision as executable in Greece which was heard before the Athens One-Member First Instance Court and the decision issued accepted it. The Company filed an appeal against this decision which was rejected by the Athens Court of Appeals. The Company filed, before the Supreme Court, a cassation appeal against the decision of the Athens Court of Appeals which was scheduled for hearing on 22 January 2021 when it was heard and the issue of the decision is pending and, in parallel, a request for suspension of execution which has been accepted by the Supreme Court which suspended the execution until the issue of the Supreme Court's decision. The Company has created relative provision in its financial statements part of which (€2,2m) has already been used for the payment to Etesa of a letter of guarantee amounting to 7.694.081.042 Colombian pesos.

c. Against the subsidiary Intralot Holdings International Ltd., a shareholder of LOTROM SA and against LOTROM SA, another shareholders of LOTROM SA, Mr. Petre Ion filed a lawsuit before the competent court of Bucharest requesting that Intralot Holdings International Ltd to be obliged to purchase his shares in LOTROM SA for €2.500.000 and that LOTROM SA to be obliged to register in the shareholders book such transfer. Following the hearing of 28th September 2010 a decision of the court was issued accepting the lawsuit of the plaintiff. Intralot Holdings International Ltd and LOTROM SA filed an appeal which was rejected. The abovementioned companies further filed a recourse before the Supreme Court which was heard and rejected. Mr. Petre Ion initiated an enforcement procedure of the above decision in Romania. The companies will exercise legal means against the enforcement procedure according to the provisions of the Romanian laws.

d. Mr. Petre Ion filed in Romania a lawsuit against Intralot Holdings International Ltd and LOTROM requesting to issue a decision to replace the share purchase contract of its shares in LOTROM SA for €2.500.000 (for which he had filed the above lawsuit) in order to oblige Intralot Holdings International Ltd a) to pay the amount of €400.000 as tax on the above price, b) to sign on the shareholders book for the transfer of the shares, c) to pay the price of the transfer and the legal costs. The Court of First Instance rejected Mr. Petre Ion's lawsuit. Mr. Petre Ion filed an appeal which was heard on 4 November 2014 and was partially accepted. The Company filed an appeal against this decision which was rejected. Following postponements, the case was heard on 10 June 2016 and the respective first instance decision was issued on 19 July 2016; the lawsuit against LOTROM was rejected while it was accepted partially in respect to its part filed against Intralot Holdings International Ltd., obligating the latter to pay the amount of the purchase and the legal expenses. Both Intralot Holdings International Ltd. and Mr. Petre Ion filed appeals against this decision which was heard and were rejected. The decision became final, while the application for cassation filed by Intralot Holdings International Ltd was rejected. While since 2018 there has been no action by the plaintiff, recently it was notified to Intralot Holdings International Ltd. that, following a unilateral petition of the plaintiff (ex parte procedure, i.e. without Intralot Holdings International Ltd. to be summoned and represented), a decision was issued by the Cypriot court appointing Bank of Cyprus as custodian of the amount of the account held by Intralot Holdings International Ltd. in that bank, as precautionary measure to ensure the payment of the claim of the plaintiff pursuant to the decision of the courts of Romania. This decision has been rendered enforceable in Cyprus by the local court in October 2020 also without any knowledge of Intralot Holdings International Ltd. since the same unilateral procedure ex parte had been followed by the plaintiff. After being informed on the above, Intralot Holdings International Ltd. has objected before the court of Cyprus and the case, following a postponement of 20 April 2021, was heard on 26 May 2021 and the issue of the decision is pending. Intralot Holdings International Ltd. considers that has valid grounds to deny the execution of the decision in Cyprus.

e. In Romania, the subsidiary Lotrom was notified on the beginning of an investigation conducted by the competent authorities against the state lottery CNLR, client of the Group, in relation to alleged occurrence of the crime of conducting games of chance without license and possible complicity to that, in relation to the operation of Video Lottery machines of CNLR; the Group was the technology provider of CNLR from 2003 to 2014. INTRALOT was notified, through rogatory procedure, that itself along with LOTROM and Intracom, are alleged to be accomplices of the state lottery CNLR to the abovementioned crimes. INTRALOT refuted with a memo duly submitted within February 2016, the above allegations.

Pursuant to the opinion of the local lawyers who are handling the case, at the end of February 2021 the accusation has fallen under the statute of limitation.

f. In August 2012, two British Virgin Island companies filed a Complaint in the United States Bankruptcy Court Southern District of Florida, Miami Division, against numerous defendants, including Supreme Ventures Limited ("SVL"), a publicly traded gaming company listed on the Jamaican Stock Exchange in which INTRALOT was holding until 10.10.2017 an indirect shareholding interest. Notably, as per SVL, the lawsuit is based on the same claims, towards third parties, initial shareholders and/or directors of SVL, or not, which were brought in, and were recently rejected by the Jamaican courts, first by the Supreme Court and then again by the Court of Appeals. INTRALOT is named as a «Relief Defendant» which means that INTRALOT is not alleged to have been part - directly or indirectly - of any wrongdoing, since the alleged by the plaintiffs acts are made before the acquisition of SVL's shares by INTRALOT through the Jamaican Stock Exchange. The lawsuit was rejected by the Court. The other party filed an appeal which is pending. Recently the litigant parties submitted to the Court a joint stipulation of dismissal of the case the Court's decision is expected.

g. On 30 July 2012, Intralot filed before the Athens Multi-member Court of First Instance a lawsuit against the company "Hellenic Organization of Horse Racing S.A." (ODIE) requesting the payment of the amount of €2.781.381,15 relating to system maintenance services provided but not paid. The case was heard on 6th May 2015 and a decision was issued accepting Intralot's lawsuit in full. ODIE filed an appeal against this decision which has been heard on 1 November 2018 before the Athens Court of Appeal which was rejected with the decision no. 3153/2019 of the Athens Court of Appeal. The decision has not been further appealed and, therefore, has become final and irrevocable.

Moreover, Intralot filed a recourse to the arbitration panel on 13 August 2012 against the same company ODIE requesting the payment of the amount of €9.551.527,34 relating to operational services of integrated system provided but not paid. The arbitration was concluded on 1st March 2013 and the arbitration decision no 27/2013 was issued vindicating Intralot and compelling ODIE to pay to Intralot the total amount requested (€9.551.527,34). In order to secure its claims, Intralot:

a) by virtue of the above arbitration decision, has already recorded on the mortgage books of the Land Registry Office of Kropia a mortgage on a land property of ODIE and specifically on the property where the Horse Racetrack of Athens in Markopoulo Attica is operating, and on the buildings thereupon, for an amount of €11.440.655,35.

b) by virtue of the decision no 2209/2014 of the Athens Single Member Court of First Instance, has already recorded on the mortgage books of the Land Registry Office of Kropia, a note of mortgage on the same real estate of ODIE for an amount of €9.481.486,11, which, following the issue of the above decision no. 3153/2019 of the Athens Court of Appeal, partially turned to a mortgage for the total amount adjudicated, i.e. for the amount of €2.781.381,15.

c) advanced the procedure of compulsory execution against ODIE in order to execute its claims.

Furthermore, on 20 March 2014, Intralot filed before the Athens Multi-member Court of First Instance a lawsuit against ODIE requesting the payment of the amount of €8.043.568,69 which is owed to it pursuant to the "Agreement of Maintenance and Operation of the System of the Mutual Betting on Horse Races of ODIE" dated 6 March 2012. The lawsuit was heard on 4 October 2017 and the decision issued accepted the lawsuit. ODIE filed an appeal which was rejected by the Athens Court of Appeals.

The confiscation on the above land property of ODIE in Markopoulo Attica imposed in the frame of the abovementioned procedure of compulsory execution against ODIE, was reversed with the consent of Intralot on 15 December 2015 in execution of the terms of the agreement dated 24 November 2015 between Intralot and ODIE which settled the payment of all above claims of Intralot. Pursuant to this agreement, ODIE assigned to Intralot 2/3 of the rent which it will receive from the lease agreement relating to that real estate to the company "Ippodromies SA". The payment of the assigned rent amounts has already been started.

INTRALOT filed before the Athens Multi Member Court of First Instance a lawsuit dated 8.3.2021 against ODIE (under liquidation), the company "Hellenic Republic Asset Development Fund SA" (HRADF) and the Greek State, requesting to be recognized that the above agreement is binding, in addition to ODIE, for HRADF and the Greek State, to oblige all defendants to pay to INTRALOT €487.079,32 and to be recognized that all defendants are obliged to pay to INTRALOT the total amount of €4.747.489,91, while HRADF and the Greek State the amount of €12.676.846,6. The case is pending.

h. A former officer of the Company filed a lawsuit before the Athens First Instance Court requesting to be recognized that the Company had to pay him the amount of €121.869,81 as non-paid wages. The decision issued partially accepted the lawsuit in relation to the amount of €80.685,42. Both parties have filed appeals which are on 24 November 2020. The decision issued by the Athens Court of Appeals accepts the appeal of the Company and totally rejects the appeal of the plaintiff. The decision is final. No petition for cassation has been notified to the Company.

i. In Cyprus, the National Betting Authority had suspended the Class A license of the company Royal Highgate Pcl Ltd. in which the Company has an indirect participation of approx. 35,08%, initially for a period of two months, alleging non-compliance of Royal Highgate Pcl Ltd. with specific terms of the license. Royal Highgate Pcl Ltd. considering that those requested by the National Betting Authority are beyond the provisions of the law, filed a recourse before the competent administrative court of Nicosia which was heard on 30 March 2018. The decision issued rejects the recourse for typical reasons. Royal Highgate Pcl Ltd. filed an appeal against this decision which has been heard, following postponement, on 8 March 2021 and the issue of the decision is pending. In parallel, Royal Highgate Pcl Ltd. has filed three more recourses against decisions of the National Betting Authority relating to the suspension of the license of Royal Highgate Pcl Ltd. which are all scheduled for hearing, following postponements, on 1 July 2021. National Betting Authority started the procedure for the revocation of the license of Royal Highgate Pcl Ltd. and the latter submitted its arguments on 30 November 2018 without any further actions from the National Betting Authority. On 31 December 2018, the contractual term of the license of Royal Highgate Pcl Ltd. expired.

j. In USA, in South Carolina State, class actions were filed against the local lottery South Carolina Education Lottery Commission and the subsidiary Intralot Inc. for breach of contract with the allegation that because of malfunctioning of the system there were winning tickets which were not paid and claiming a total compensation of approx. 35 million USD (€29,9 million). The local court accepted Intralot Inc.'s motions to dismiss in two lawsuits, holding that the plaintiffs were required to exhaust administrative remedies and failed to do so. The other side filed appeals against such decisions which are pending. The third similar lawsuit was rejected finally by the court. The Group's management, relying on local expert legal counsels' opinion, considers that the lawsuits have low probability of success. It is noted that with regards to such cases, the Group has a respective insurance coverage.

k. A former employee of the Company filed two lawsuits before the Athens First Instance Court requesting, with the first one, the payment of the amount of €133.179,47 for unpaid salaries and €150.000 as compensation for moral damages and, with the second one, the amount of €259.050 for overdue salaries calculated until 3 December 2019 and €150.000 as compensation for moral damages. The first lawsuit was heard on 28 February 2018 and the decision issued partially accepted the lawsuit in relation to the amount of €46.500,82. Both parties filed appeals against this decision which were heard on 22 September 2020 and the decision issued orders the re-hearing of the case after the submission of further evidences. The second lawsuit has been scheduled for hearing, following postponements, on 9 February 2022. The Company had made respective provisions to its financial statements.

l. On 1 April 2019, the Company filed a Request for Arbitration before the ICC International Court of Arbitration requesting to be declared that the defendant Sisal SpA has breached a contract signed with Intralot by using, in Morocco, terminals and the software embedded therein. The arbitration procedure is in progress.

m. In Morocco, "La Société de Gestion de la Loterie Nationale" ("SGLN") filed a lawsuit against the Company and its subsidiary Intralot Maroc claiming that it exercised unilaterally its option to transfer to it the equipment of Intralot which was used jointly by SGLN and the other local lottery "La Marocaine des Jeux et des Sports" ("MDJS") and, because of Intralot's denial, it suffered damages in the amount of MAD 18.000.000 (€1.692.922,64) which corresponds to the value of the equipment, while, additionally, it requests MAD 34.000.000 (€3.197.742,77) as loss of profit. It is also requesting the call of the letter of guarantee amounting to MAD 30.000.000 (€2.821.537,74). It is noted that according to the terms of the Intralot's contracts with the two lotteries SGLN & MDJS, the option for the transfer of the equipment as well as any call of the letters of guarantee can only be exercised with a joint request of both entities SGLN & MDJS. The case was scheduled to be heard, following postponements, on 7 June 2021.

n. In Malta a lawsuit was filed against the subsidiary Maltco Lotteries Ltd. and the company ATG, having its registered offices in Sweden, by a player of horse races betting games who is requesting the payment of the amount of approx. €1,5m as non-paid winnings. The specific betting game is conducted by the company ATG which refused the payment of the requested amount due to breach of the gaming rules by the player. The case has been scheduled for hearing, following postponement, on 14 September 2021.

Until 7/6/2021, apart from the legal issues for which a provision has been recognized, the Group Management estimates that the rest of the litigations will be finalized without a material effect on the Group's and the Company's financial position and results.

B. FISCAL YEARS UNAUDITED BY THE TAX AUTHORITIES

Ι) COMPANY AND SUBSIDIARIES

COMPANY YEARS COMPANY YEARS
INTRALOT S.A. 2016-2020 INTRALOT BEIJING Co LTD 2019-2020
BETTING COMPANY S.A. 2015-2020 TECNO ACCION S.A. 2014-2020
BETTING CYPRUS LTD 2015-2020 TECNO ACCION SALTA S.A. 2015-2020
INTRALOT IBERIA HOLDINGS SA 2016-2020 MALTCO LOTTERIES LTD 2015-2020
INTRALOT JAMAICA LTD 2010-2020 INTRALOT NEW ZEALAND LTD 2013 &
2017-2020
INTRALOT TURKEY A.S. 2016-2020 INTRALOT GERMANY GMBH 2018-2020
INTRALOT DE MEXICO LTD 2015-2020 INTRALOT FINANCE UK LTD 2019-2020
INTRALOT CHILE SPA 2018-2020 INTRALOT CAPITAL UK LTD -
INTELTEK INTERNET AS 2016-2020 NIKANTRO HOLDINGS Co LTD 2015-2020
INTRALOT SERVICES S.A. 2015-2020 LOTERIA MOLDOVEI S.A. 2014-2019
BILYONER INTERAKTIF HIZMELTER AS
GROUP
2020 INTRALOT BETTING OPERATIONS (CYPRUS)
LTD
2015-2020
INTRALOT MAROC S.A. 2018-2020 ROYAL HIGHGATE LTD 2015-2020
INTRALOT INTERACTIVE S.A. 2015-2020 INTRALOT LEASING NEDERLAND B.V. 2013-2020
INTRALOT GLOBAL SECURITIES B.V. 2013-2020 INTRALOT IRELAND LTD 2016-2020
INTRALOT CAPITAL LUXEMBOURG S.A. 2016-2020 INTRALOT GLOBAL OPERATIONS B.V. 2016-2020
INTRALOT FINANCE LUXEMBOURG S.A. ¹ 2018 BIT8 LTD 2015-2020
INTRALOT GLOBAL HOLDINGS B.V. 2013-2020 INTRALOT ADRIATIC DOO 2015-2020
INTRALOT US SECURITIES B.V. - INTRALOT BETCO EOOD 2020
INTRALOT US HOLDINGS B.V. - INTRALOT CYPRUS GLOBAL ASSETS LTD 2015-2020
INTRALOT INC 2017-2020 ΙΝTRALOT HOLDINGS INTERNATIONAL LTD 2015-2020
DC09 LLC 2017-2020 INTRALOT INTERNATIONAL LTD 2015-2020
INTRALOT TECH SINGLE MEMBER S.A. 2019-2020 INTRALOT OPERATIONS LTD 2015-2020
INTRALOT AUSTRALIA PTY LTD 2016-2020 NETMAN SRL 2014-2020
INTRALOT GAMING SERVICES PTY 2016-2020 INTRALOT BUSINESS DEVELOPMENT LTD 2015-2020
INTRALOT NEDERLAND B.V. 2010-2020 GAMING SOLUTIONS INTERNATIONAL SAC 2016-2020
INTRALOT BENELUX B.V. 2018-2020 INTRALOT BETTING OPERATIONS RUSSIA
LTD
2012-2020
LOTROM S.A. 2014-2020 INTRALOT DE COLOMBIA (BRANCH) 2015-2020

1 The company INTRALOT FINANCE LUXEMBOURG S.A. have been merged with INTRALOT CAPITAL LUXEMBOURG S.A..

A tax audit for Bilyoner İnteraktif Hizmetler AS for the years 2018-2019 is in progress and at Inteltek Internet AS an audit was notified for the dividend's taxes of 2018. A tax audit for Intralot Germany GMBH is in progress for the year 2018, while in Intralot Iberia Holdings SA a VAT audit is in progress for 2016 and a limited audit of double taxation for years 2016-2018. In Lotrom S.A. the audit initiated by the local tax authorities with respect to financial activities for transactions subject to VAT for the period 2004-2014 was completed in the fourth quarter of 2016, but so far the conclusion report has not been yet notified to the company.

In the context of Law 2238/94 Art. 82 par. 5 and POL.1159/2011, the companies Betting Company SA and Intralot Interactive SA have received a tax certificate for the years 2014-2019 and Intralot Services SA for the years 2015-2018 and 1/1-22/7/2019 when the liquidation process started. In Intralot SA has received a tax certificate for the fiscal years 2014-2018, while the issuance of a tax certificate is pending for 2019. Last, a tax certificate is in progress for Intralot SA, Betting Company SA, Intralot Interactive SA, and Intralot Tech – Single Member SA for fiscal year 2020.

In Intralot SA during the tax audit for the year 2011, completed in 2013, were imposed taxes on accounting differences plus surcharges amounting to €3,9 million. The Company lodged an administrative appeal against the relevant control sheets resulting in a reduction of taxes to €3,34 million. The Company filed new appeals to the Greek Administrative Courts which did not justify the Company, which filed an appeal before the Council of State. The Company's management and its legal advisors estimate that there is a

significant probability that the appeal will thrive finally for the most part. The Company has formed sufficient provisions and has paid the whole amount of taxes.

In Intralot SA, after the completion of tax audit for 2013, as well as partial re-audit of 2011 and 2012, completed in 2019, taxes, VAT, fines, and surcharges of €15,7 million were imposed. The Company filed appeals against the relevant control sheets resulting in a reduction of taxes to €5,4 million. On 11.11.2020, the Company filed six appeals to the Athens Three-Member Administrative Court of Appeal against decisions of the Dispute Resolution Directorate of A.A.D.E. to the extent that they rejected the company's appeals, requesting their annulment. The total amount charged totals to €5,4 million. The trial of the cases has not yet been appointed. The management of the Company and its legal advisors estimate that the case has high success rates for the most part, in the highest court degree. The Company has already paid all the taxes and surcharges. Also, during the tax audit of the years 2014 & 2015, completed in 2020, taxes were charged for accounting differences plus surcharges of €353 thousand. The Company filed appeal against the relevant control sheets resulting in a reduction of taxes to €301 thousand. The Company filed appeal as at 31/5/2021 in the Administrative Courts against the decisions of the Dispute Resolution Directorate of A.A.D.E. to the extent that they rejected the Company's appeals, requesting their annulment. The total amount charged amounts to € 301 thousand. The Company's management and its legal advisors estimate that the case has high success rates for the most part, either at this stage or at the highest court level. The Company has already paid all the taxes and surcharges charged. The Company has formed sufficient relevant tax provisions amounting to €3,5 million.

Finally, a partial VAT audit is in process for the Company following a mandate for the period 1/2/2010- 31/10/2012 upon request of assistance from Romanians to the Greek tax authorities on transactions with a Romanian company, as well as a partial tax audit for the fiscal years 2016 & 2017 after an audit mandate (November 2020).

COMPANY YEARS COMPANY YEARS
LOTRICH INFORMATION Co LTD 2020 OASIS RICH INTERNATIONAL LTD -
INTRALOT SOUTH AFRICA LTD 2020 WUSHENG COMPUTER TECHNOLOGY
(SHANGHAI) CO LTD
-
GOREWARD LTD - UNICLIC LTD 2015-2020
GOREWARD INVESTMENTS LTD - DOWA LTD 2015-2020
PRECIOUS SUCCESS LTD GROUP 2019 KARENIA ENTERPRISES COMPANY LTD 2012-2020

ΙΙ) ASSOCIATE COMPANIES & JOINT VENTURES

C. COMMITMENTS

I) Guarantees

The Company and the Group on March 31, 2021 had the following contingent liabilities from guarantees for:

GROUP COMPANY
31/3/2021 31/12/2020 31/3/2021 31/12/2020
Bid 0 0 0 0
Performance 115.455 106.270 14.478 22.723
Financing 4.677 4.978 200 200
Other 0 0 0 0
Total 120.132 111.248 14.678 22.923
GROUP
31/3/2021 31/12/2020
Guarantees issued by the parent and subsidiaries:
-to third party 120.132 111.248
-to third party on behalf of associates 0 0
Total 120.132 111.248

COMPANY
31/3/2021 31/12/2020
Guarantees issued by the parent:
- to third party on behalf of subsidiaries 12.822 21.067
- to third party on behalf of associates 0 0
- to third party on behalf of the parent 1.856 1.856
Total 14.678 22.923

Beneficiaries of Guarantees on 31/3/2021: Bid: -

Performance: Arkansas Lottery Commission, Camelot Illinois LLC, Centre Monetique Interbancaire (CMI), City of Torrington, District of Columbia, Georgia Lottery Corporation, GPT Pty Ltd, Hrvatska Lutrija D.O.O., Icra Dairesi Mudurlugu, Idaho State Lottery, La Marocaine Des Jeux et des Sports, Lotteries Commission of Western Australia, Lotto Hamburg, Louisiana Lottery Commission, Malta Gaming Authority, Meditel Telecom SA, Milli Piyango Idaresi Genel Mudurlugu, New Hampshire Lottery Commission, New Mexico Lottery Authority, Polla Chilena de Beneficencia S.A., Spor Toto, State of Montana, State of Ohio - Lottery Gaming System, State of Vermont - Vermont Lottery Commission, Stichting Exploitatie Nederlandse Staatsloterij, Town of Greybull, Town of Jackson, City of Gillette, Turk Telekomunikasyon, Wyoming Lottery Corporation, OPAP SA..

Financing: Bogazici Kurumlar Vergi Dairesi Mudurlugu, Denizli 9.Icra Mudurlugu , Airport EL. Venizelos Customs.

Other: -

II) Other commitments

The Group has contractual obligations for the purchase of telecommunication services for the interconnection of points of sale. The minimum future payments for the remaining contract duration on March 31, 2021 were:

GROUP 31/3/2021 31/12/2020
Within 1 year 2.287 2.187
Between 2 and 5 years 5.303 5.613
Over 5 years 0 0
Total 7.590 7.800

As of March 31, 2021, the Group did not have material contractual commitments for acquisition of tangible and intangible assets.

2.22 COMPARABLE FIGURES

In the presented data of the previous years, there were limited adjustments/reclassifications for comparability purposes, with no significant impact on "Equity", "Sale Proceeds" and "Profit / (loss) after tax" of the Group and the Company.

2.23 APPLICATION OF IAS 29 "FINANCIAL REPORTING IN HYPERINFLATIONARY ECONOMIES"

The Group operates in Argentina through its two subsidiaries Tecno Accion SA and Tecno Accion Salta SA. Since the third quarter of 2018, the cumulative 3-year inflation index in Argentina has exceeded 100% and the country is now considered as a hyperinflationary economy for accounting purposes under IAS 29. The Group applied, for the first time in the nine months of 2018, IAS 29 and restated to current purchasing power in the financial statements (transactions and non-cash balances) of the above subsidiaries that use ARS as functional currency and present their financial statements at historical cost. The restatement was made using the (IPIM) Internal Index Wholesale Prices and applied pursuant to IAS 29, as if Argentina has always been a hyperinflationary economy.

The result (after the relevant consolidation eliminations) from the restatement of the non-cash assets, liabilities and transactions of the three months of 2021 following the application of IAS 29 amounted to

a profit of €91 thousand and was recorded in the Income Statement (line "Gain/(loss) on net monetary position").

The conversion FX rates of the financial statements of the above subsidiaries were:

Statement of Financial Position:

31/3/2021 31/12/2020 Change
EUR / ARS 108,00 102,85 5,0%

Income statement:

AVG 1/1-
31/3/2021
AVG 1/1-
31/3/2020
Change
EUR / ARS ¹ 108,00 70,87 52,4%

1The Income Statement of the three months of 2021 and 2020 of the Group's subsidiaries operating in Argentina was converted at the closing rate of 31/3/2021 and 31/3/2020 instead of the Avg. 1/1-31/3/2021 and Avg.1/1- 31/3/2020 pursuant to IAS 21, paragraph 42a, for hyperinflationary economies.

2.24 SIGNIFICANT FLUCTUATIONS, RECLASSIFICATIONS & REVERSALS

Income Statement

Below are the most significant fluctuations in the Group's Income Statement for the period 1/1- 31/3/2021 compared to 1/1-31/3/2020:

Sale proceeds

Sale proceeds increased by €8,7million, or by 9,3%, from €93,3 million in the period 1/1-31/3/2020 to €102,0 million in the period 1/1-31/3/2021. This increase was mainly driven by the increased revenue in the segment "Management contracts". Particularly, Sale proceeds increased by €6,8 million in USA (due to the strong growth in our Lottery operations, while further boosted by a significant jackpot in January 2021, as well as the launch of US Sports Betting contracts in Montana and Washington, D.C. in late 2020, despite the effect from the adverse USD movement and the lower merchandise sales in the current period), by €3,1 million in Turkey (mainly due to Bilyoner's improved top line performance, favored by the strong growth of the online market), by €2,8 million in Malta (mainly due to the COVID-19 impact at the end of the first quarter of 2020), and by €0,9 million in Morocco (due to the COVID-19 impact in late 1Q20). At the same time, Sale proceeds decreased by €1,8 million in Brazil (mainly due to the FX currency translation), by €1,3 million in Netherlands (mainly due to the revised commercial terms which affected half of the first quarter of 2020 vs. full quarter effect in 2021), and by €1,1 million in Australia (mainly due to one-off merchandise sales in 1Q20, as well as the phasing-out of COVID-19 impact).

Gross Profit

Gross profit increased by €7,0 million, or by 36,6%, from €19,1 million in the period 1/1-31/3/2020 to €26,1 million in the period 1/1-31/3/2021. This increase is mainly driven from the increase in Sale proceeds as analyzed above.

Other Operating Income

Other operating income increased by €1,9 million, or 52,8%, from €3,6 million in the period 1/1- 31/3/2020 to €5,5 million in the period 1/1-31/3/2021. This increase is mainly due to higher income equipment lease income and insurance indemnities in USA.

Selling Expenses

Selling expenses remained unchanged in the level of €6,6 million, despite the increase of Sale proceeds by 9,3%.

Administrative Expenses

Administrative expenses decreased by €2,3 million, or 13,1%, from €17,5 million in the period 1/1- 31/3/2020 to €15,2 million in the period 1/1-31/3/2021. This decrease was primarily due to lower costs in Greece and USA.

Reorganization expenses

Reorganization expenses of €5,0 million in the period 1/1-31/3/2021 and €0,3 million in the period 1/1- 31/3/2020 refer to advisors' fees regarding the 2021 and 2024 Bonds restructuring.

Other operating expenses

Other operating expenses increased by €0,5 million, from €0,5 million in the period 1/1-31/3/2020 to €1,0 million in the period 1/1-31/3/2021. This increase is mainly due to the higher impairments, write-offs, and doubtful provisions of receivables in 2021.

EBITDA

EBITDA increased by €8,7 million, or by 55,4%, from €15,7 million in the period 1/1-31/3/2020 to €24,4 million in the period 1/1-31/3/2021. This increase is mainly driven by the increase in Gross Profit and Other operating income, the decrease in Administrative expenses, and the increase in Reorganization expenses, as analyzed above.

EBITDA for the period 1/1-31/3/2021 on a constant currency basis, net of negative FX impact of €3,9 million, amounted to €28,3 million meaning an increase by 80,3% compared to the period 1/1-31/3/2020.

Income/(expenses) from participations and investments

Income/(expenses) from participations and investments came up to net income of €1,1 million in the period 1/1-31/3/2021 from net income of €0,8 million in the period 1/1-31/3/2020. This improvement is mainly due to the increased net gains from investments disposals in 2021.

Interest and Similar Expenses

Interest and similar expenses decreased by €0,5 million, or 3,9%, from €12,7 million in the period 1/1- 31/3/2020 to €12,2 million in the period 1/1-31/3/2021. This decrease was primarily due to the lower interest expenses because of the repayment of loan agreements in USA in the fourth quarter of 2020, as well as the lower LG fees in 2021.

Interest and Related Income

Interest and related income decreased by €0,3 million, or 42,9% from €0,7 million in the period 1/1- 31/3/2020 to €0,4 million in the period 1/1-31/3/2021. This decrease is primarily due to lower interest income on bank deposits and trade receivables.

Exchange Differences

The account "Exchange Differences" in the period 1/1-31/3/2021 of €3,7 million mainly refers to gains of approximately €0,1 million from valuation of cash balances in foreign currency other than the functional currency of each entity, gain of €0,8 million from reclassification of exchange differences reserves to Income Statement applying IFRS 10, as well as gain of approximately €2,8 million mainly from valuation

of commercial and borrowing liabilities (intercompany and non) in EUR that various abroad subsidiaries had as at 31/3/2021, with a different functional currency than the Group.

Profit / (loss) from equity method consolidations

Consolidation of associates and joint ventures through the equity method contributed profit of €0,1 million in the period 1/1-31/3/2021 compared to the losses of €0,5 million in the period 1/1-31/3/2020, mainly deriving by the Group's associates in Asia.

Taxes

Taxes in the period 1/1-31/3/2021 amounted to €2,1 million, versus €1,9 million in the period 1/1- 31/3/2020. This increase was primarily due to the negative effect of deferred taxation.

Further analysis for the accounts Group Income Statement for the period 1/1-31/3/2021 compared to 1/1- 31/3/2020 is provided in the ANNUAL Group Management report ("INTRALOT Group MANAGEMENT'S DISCUSSION & ANALYSIS") that has been posted in the website www.intralot.com.

Statement of Financial Position

No significant reclassifications were made to the Group's statement of financial position as of 31/3/2021 compared to the 31/12/2020.

2.25 CORONOVIRUS PANDEMIC (COVID-19) IMPACT

The economic fallout from COVID-19 continued to affect business activities in the beginning of 2021, and restrictions in most of the regions across the world were still enforced to cope with the spread of the pandemic. However, as vaccinations are progressing, governments have loosened COVID-19 measures after months of lockdowns, and gradually re-opened economic activities.

Gaming market in most of the regions where we operate has started to improve, while US Lottery market shows high degree of resilience. Based on the current performance of our operations in the first months of 2021 and the actions undertaken by most of our subsidiaries, no significant EBITDA impact is expected post 1Q21 from the pandemic. In any case, the scale and magnitude of COVID-19 impact for 2021 is continuously assessed and all containment measures assumed in 2020 remain intact and have been enhanced in order to absorb the potential impact in the financial results of 2021. The extent to which the COVID-19 pandemic may impact the financial performance in 2021 will depend on future development of the pandemic and the efficiency of the actions taken by the governments. This uncertainty will require us to continually adapt our strategy and initiatives and continuously assess the situation.

The health and safety of our team remains our top priority. With this in mind, we have immediately complied with all measures imposed by local governments and used technology in order to immediately enable a substantive majority of our personnel to work and collaborate remotely, without affecting the performance and quality standards of the Group.

2.26 SUBSEQUENT EVENTS

In May 2021 INTRALOT announced that its subsidiary in The Netherlands INTRALOT BENELUX BV, in cooperation with the Nederlandse Loterij, have completed the transition of the operator's full gaming portfolio enabled by the innovative LotosX platform. Lottery Draw-Based games, Scratch Cards and Passives, as well as the back-office operations are now live in The Netherlands through LotosX.

Additionally, INTRALOT has rolled out 4,300 Photon terminals along with its robust signage solution empowering further the retail channel of Nederlandse Loterij's Lottery games and Sports Betting offering. INTRALOT's Photon terminal, one of the most powerful and best-performing terminals, is a key value driver for the acceleration of the modernization of NLO.

Maroussi, June 8, 2021

THE CHAIRMAN OF THE BOD AND GROUP CEO

THE DEPUTY CHIEF EXECUTIVE OFFICER AND MEMBER OF THE BOD

S.P. KOKKALIS ID. No. AΙ 091040

C.D. SFATOS ID. No. AH 641907

THE GROUP CFO THE GROUP ACCOUNTING DIRECTOR

A. A. CHRYSOS ID No. AK 544280

Ν. G.PAVLAKIS ID.No. AZ 012557 H.E.C. License No. 15230/ A' Class

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