Opap S.A. — Regulatory Filings 2026

Jan 8, 2026

Announcement of the Board of Directors of the société anonyme under the name "ORGANIZATION OF FOOTBALL PROGNOSTICS S.A." regarding the exercise of the exit right under article 139θ of Greek Law 4601/2019, as in force

Further to the resolutions adopted by the Extraordinary General Meeting of the Shareholders of the company under the name "ORGANIZATION OF FOOTBALL PROGNOSTICS S.A." and the distinctive title "OPAP S.A.", with General Commercial Registry (G.E.MI.) number 3823201000 (the "Company") dated 7 January 2026 which approved, inter alia:

• (a) the cross-border conversion of the Company, whereby the Company, without being dissolved or wound up, shall convert its legal form into a public limited liability company (société anonyme) under the laws of the Grand Duchy of Luxembourg pursuant to the provisions of articles 139α-139ιη of Greek Law 4601/2019, and in addition to the provisions of articles 104-117 of Greek Law 4601/2019, as in force, as well as the provisions of Title X, Chapter VI, Section 2 of the Law of 10 August 1915 on commercial companies of the Grand Duchy of Luxembourg (Loi du 10 août 1915, concernant les sociétés commerciales) and from a tax law perspective, in accordance with the provisions of Law 5162/2024, Part D, articles 47- 51, 54, 56, 58 and 59 as well and any relevant provision of the relevant Part, as in force (the "Cross-Border Conversion"); and
• (b) the draft terms of the Cross-Border Conversion dated 30 October 2025, which were prepared by the Board of Directors of the Company in accordance with article 139d of Law 4601/2019 and article 1062-4 of the Law of 10 August 1915 on commercial companies of the Grand Duchy of Luxembourg (Loi du 10 août 1915, concernant les sociétés commerciales) (the "Cross-Border Conversion Plan"),

the Board of Directors of the Company hereby announces, in consideration of article 139θ of the Greek Law 4601/2019 and section 12.2 of the Cross-Border Conversion Plan, that any Shareholders of the Company who voted against on item 5 of the agenda, namely against the approval of the Cross-Border Conversion and the Cross-Border Conversion Plan at the Extraordinary General Meeting of the Company's Shareholders dated 7 January 2026 and wish to dispose of their shares in the Company (the "Dissenting Shareholders") in exchange for the cash compensation that was determined by the Board of Directors of the Company, as set out in section 12.4 of the Cross-Border Conversion Plan (the "Cash Compensation"), may exercise their respective right under article 139θ of the Greek Law 4601/2019 (the "Exit Right"). The completion of the Cross-Border Conversion shall be conditional upon the Dissenting Shareholders who will have validly exercised the Exit Right representing less than 5% of the Company's share capital (the "Exit Threshold Condition"); the Cross-Border Conversion is expected to be implemented after satisfaction of the above condition, unless the Board of Directors, having first obtained the prior written consent of Allwyn to doing so, resolves to waive the Exit Threshold Condition.

For the purposes of the exercise of the Exit Right in connection with the Cross-Border Conversion, at application of the Company, the Hellenic Central Securities Depository S.A. (the "ATHEXCSD") will register in the Dematerialized Securities System operated by ATHEXCSD (the "DSS") a relevant voluntary corporate action pursuant to article 9 of ATHEXCSD Resolution no. 8.

Accordingly, the process for exercise of the Exit Right and the payment of the Cash Compensation will be as follows:

1. Procedure for the exercise of the Exit Right

In order to exercise their Exit Right, Dissenting Shareholders must take both actions under paragraphs 1.1 and 1.2 below.

1.1. Submission of exit statement by email to the Company

Dissenting Shareholders wishing to exercise the Exit Right in respect of all or part of the shares which they hold in the Company and in respect of which they voted against the approval of the Cross-Border Conversion Plan must fill in, sign the express statement included in Annex A to this announcement (the "Exit Statement") and submit it electronically by email to: ir@opap.gr. For shareholders without access to electronic means, submission in hard copy at OPAP Headquarters, at 112, Athinon Avenue, 10442, Athens in the attention of the IR team will be possible. The Exit Statement, along with the instruction as per paragraph 1.2 below, must be submitted within one (1) month as from the date of the resolution of the Extraordinary General Meeting of the Company approving the Cross-Border Conversion, i.e. until 9 February 2026. Any submissions following the lapse of the aforementioned exercise period will not be taken into account and the relevant Dissenting Shareholders will not be entitled to receive Cash Compensation.

Dissenting Shareholders are encouraged to pay particular attention while completing the Exit Statement. Any false data or otherwise erroneous information such as, indicatively, any discrepancies between the records of the ATHEXCSD and the information declared by the Dissenting Shareholders with respect to the number of their investor share in the DSS within the meaning of Section I Part 1 (65) of the ATHEXCSD Rulebook (the "DSS Investor Share"), and/or the number of shares in the Company (the "Company Shares") voted against the approval of the Cross-Border Conversion Plan, may affect the validity of the exercise of the Exit Right, in which case no Cash Compensation will be payable.

Dissenting Shareholders are reminded that the number of the Company Shares that may be submitted for the Exit Right may not exceed the number of the Company Shares with which the relevant Dissenting Shareholder voted against the approval of the Cross-Border Conversion Plan.

1.2. Submission of instruction to DSS Participant

Besides the Exit Statement to the Company under paragraph 1.1 above, for the purposes of the exercise of the Exit Right, Dissenting Shareholders are required to contact their respective participants in the DSS within the meaning of Section I Part 1 (99) of the ATHEXCSD Rulebook, i.e. investment firms and credit institutions participating in the DSS and holding the DSS securities account(s) of Dissenting Shareholders (the "DSS Participant") and provide timely instruction(s) for the entry of the relevant instruction(s)/order(s) in the DSS by the DSS Participants in accordance with article 9 of ATHEXCSD Resolution no. 8. DSS Participants will be entitled to insert instructions in the DSS in connection with the Exit Right until 9 February 2026. DSS Participants remain responsible towards Dissenting Shareholders for the timely insertion of the relevant instruction(s)/order(s) in the DSS as per above.

Each instruction/order entered in DSS is subject to acceptance/rejection checks performed in DSS in accordance with the terms of the Exit Right, as determined and communicated to DSS Participants in accordance with article 9 of ATHEXCSD Resolution no. 8.

Instructions/orders that are accepted in the DSS result in the blocking of the corresponding number Company Sharesin DSS for which the Exit Right is exercised. While the shares remain blocked, they may not be transferred or otherwise disposed of, nor may any in rem right be created over them. Dissenting Shareholders are entitled to exercise all rights deriving from the shares as long as they remain owners of the Company Shares in respect of which the Exit Right is exercised. It should be noted that the record date for the payment of the special dividend of EUR 0.80 per share will fall after the Dissenting Shareholders who have exercised their Exit Right have ceased to be shareholders. Consequently, these shareholders will not be entitled to receive this special dividend.

Shareholders are advised to liaise with their respective DSS Participants in advance of the lapse of the deadline for the exercise of the Exit Right in order to receive detailed instructions with respect to the technical requirements relating to the special procedure of execution and settlement provided under article 9 of Resolution no. 8 of the Board of Directors of the ATHEXCSD, as in force.

2. Ascertainment of fulfilment of the Exit Threshold Condition

On the first business day following the end of the deadline for the submission of the Exit Statement and the instructions by the DSS Participants as per above, ATHEXCSD will inform the Company of the results of the corporate action and the percentage of Dissenting Shareholders having exercised the Exit Right. The Company will then review the results in accordance with the terms of the Exit Right and will notify ATHEXCSD as to whether Exit Threshold Condition has been fulfilled and, therefore, whether the corporate action has been successfully completed or not (save for the Board of Directors resolving to waive the Exit Threshold Condition).

In case of successful completion of the corporate action, i.e. if the Cross-Border Conversion is completed, ATHEXCSD will transfer the relevant shares to the Company's designated DSS securities account and will pay the Cash Compensation to the beneficiaries who participated in the corporate action, as described below under paragraph 3.

In case the corporate action is not successfully completed, i.e. if the Cross-Border Conversion is not completed, (i) the Exit Right shall not become effective and shall not be available to the Dissenting Shareholders, even if they have elected for it; (b) ATHEXCSD will release (unblock) the relevant Company Shares; and (c) the Company will remain in its current legal form (Greek société anonyme) and, therefore, the Dissenting Shareholders will continue to hold the relevant Company Shares.

3. Cash Compensation and payment mechanics

The Cross-Border Conversion is expected to be completed within approximately three (3) months of the Extraordinary General Meeting of the Company's Shareholders dated 7 January 2026. The Cash Compensation shall be paid to Dissenting Shareholders within one (1) month from the date on which the Cross-Border Conversion becomes effective, in accordance with article 139θ(2) of Greek Law 4601/2019. On the payment date, which will be communicated by the Company through a separate announcement, the payment of Cash Compensation will be made via the ATHEXCSD, through the DSS Participants, according to the applicable rules and relevant decisions of ATHEXCSD. Dissenting Shareholders should ensure that any cash crediting details maintained with their DSS Participants are up to date.

Athens, 8 January 2026

Annex A

Statement for the exercise of the Exit Right under article 139θ of Greek Law 4601/2019

Dear Sirs,

In my capacity as a shareholder of the company under the name "ORGANIZATION OF FOOTBALL PROGNOSTICS S.A." with General Commercial Registry (G.E.MI.) number 3823201000 (the "Company"), I hereby exercise the exit right under article 139θ of the Greek Law 4601/2019, as in force (the "Exit Right"), in implementation of section 12 of the cross-border conversion plan dated 30 October 2025 and approved by the Extraordinary General Meeting of the Company's Shareholders dated 7 January 2025 (the "Cross-Border Conversion Plan") and dispose of the following number of shares which I hold in the Company (the "Company Shares") and in respect of which I voted against the approval of the Cross-Border Conversion Plan in exchange for the cash compensation that was determined by the Board of Directors of the Company, as set out in section 12.4 of the Cross-Border Conversion Plan (the "Cash Compensation").

To this purpose, I declare to you the following:

1. I am a shareholder of the Company with the following details:

Full name/Corporate Name:

[For legal entities only] Capacity:

DSS Investor Share:

Number of Company Shares for which I am exercising the Exit Right:

• 1. I validly participated at the Extraordinary General Meeting of the Company's Shareholders which took place on 7 January 2026 and voted against the approval of the Cross-Border Conversion Plan with [•] Company Shares.
• 1. I hereby exercise the Exit Right in respect of [•] Company Shares and ask to receive the Cash Compensation corresponding to such Company Shares.
• 1. I have been informed of the procedure provided in the Company's announcement dated 8 January 2026 and titled "Announcement of the Board of Directors of the société anonyme under the name "ORGANIZATION OF FOOTBALL PROGNOSTICS S.A.ORGANISMOS PROGNOSTIKON AGONON PODOSFAIROU S.A." regarding the exercise of the exit right provided under article 139θ of Greek Law 4601/2019, as in force" and will adhere to any instructions communicated to me by the relevant DSS Participant.

Yours sincerely,

[signature]

[Shareholder's name]