Internal Rules & Regulations - OPAP

OPAP S.A. For Internal Use OnlyEnsuring the suitability and comprehensiveness of the Company’s accounting andfinancial systems and the unimpeded operation of effective auditing mechanisms.Ensuring the reliability and comprehensiveness of published or unpublished financialstatements.Ensuring that an effective system is in place for evaluating business risks and deciding onprudently managing them.Ensuring transparency in the Company’s business activities in general.Ensuring that there is a satisfactory process for monitoring the compliance of theCompany with relevant laws and regulations.Determining the Company’s general pay policy.Selecting, appointing and replacing Management Executives, evaluating their work anddetermining appropriate levels of remuneration.Managing cases of conflicts of interest between members of the Board of Directors orshareholders or other related parties and the Company’s interests.Delegating competences to the CEO and the Company’s Management Executives.Facilitating the work of the Company’s internal auditors in all appropriate ways bydelegating their supervision to the Audit Committee.The Board of Directors oversees the implementation of the general policies of theCompany by Management Executives.4.1.2.1.The Chairman of the Board of DirectorsThe Board of Directors shall appoint as Chairman an individual among its members.The Board may appoint the same person as both Chairman and Chief Executive Officer (CEO).The Chairman presides over meetings of the Board of Directors, organizes and directs its work,and reports on it to the ordinary Shareholders Assembly Meeting.The Chairman’s competences are indicatively outlined below: Chairing and ensuring that Board meetings constitute a forum where open debate andeffective contribution from individual Directors are encouraged, with sufficient timeallocated to key issues; Encouraging dialogue between the Company and its Shareholders and other stakeholders,and facilitating the Board’s understanding of Shareholders’ and other stakeholders’concerns; Overseeing the induction, information and support provided to directors; and Leading the annual performance evaluation of the Board and its Committees; Determining the items of the agenda (including items that may have been recommendedby the Vice-Chairman or any other member of the BoD), scheduling meetings in a way thatensures that the majority of BoD members are present, and sending members thenecessary material to assist debate and decision-making in due time; Ensuring that the BoD complies with its obligations towards Shareholders, the Company,the supervisory authorities, the law and the Articles of Association of the Company; Where a resolution of the BoD is issued, he may also represent and bind the Company.Page 7 of 42

OPAP S.A.For Internal Use Only4.1.2.2.The Vice Chairman of the Board of DirectorsThe Board of Directors may appoint one (1) or two (2) Vice-Chairmen, among its members andgrant them special powers. At least one of the Vice-Chairmen of the Board of Directors shallparticipate in the Remuneration & Nomination Committee and perform the duties set out in theCharter of the Committee.4.1.2.3.The Chief Executive Officer (CEO) and Executive Members of the Board of DirectorsThe CEO, is vested with all powers necessary to act in all circumstances on behalf of theCompany. He exercises these powers within the limits of the corporate purpose, in accordancewith the rules set forth by the law and the Articles of Association of the Company, and subject tothe relevant resolutions of the Shareholder Assembly and the Board of Directors.The CEO, per his role, is also in charge of all Company departments, directs their work, makes thenecessary decisions within the context of the framework governing the Company’s operations,the approved projects and budgets, Board decisions as well as the Business and Strategic Plan.The CEO’s competences indicatively include: Supervising Company business and financial policy; Monitoring and assuming responsibility for the Company’s financial results andprofitability; Monitoring internal organization and taking appropriate measures to promote andmake good use of the staff; proposing that the BoD approves the drafting of newregulations, organizational charts; Approving staff recruitment, as appropriate; Defining, in cooperation with the BoD and the Executive Management, the strategictargets of the Company; Setting the targets and KPIs, and monitoring the performance of the Company’sManagement; Having the power to delegate the day-to-day management of the business of theCompany to each of the Officers of the Executive Committee, acting individually,jointly or as sub-committee; Having the power to acquire and dispose of businesses and to approve unbudgetedcapital expenditure projects, subject, in each case, to a limit per transaction definedby the BoD; Having the power to represent and bind the company against third parties for thesigning of payment orders, bank checks, payment of salaries, insurancecontributions, payment of taxes and fees of any nature to the State; and Having the power to represent the company judicially and extrajudicially, and to signevery document from or addressed to the Company, to instruct advisers and to instigatelegal proceedings on behalf of the Company in respect of matters for which no furthercollective Board authority is required by the law or the Articles of Association; In general, the CEO checks the day-to-day operations of the Company and superviseshow each Unit performs its tasks.Executive members of the BoD, other than the CEO, are responsible for and charged withimplementing decisions of the BoD and for constantly monitoring Company operations.Page 8 of 42

OPAP S.A.For Internal Use Only4.1.2.4.Non-Executive Members of the BoDNon-executive members of the BoD do not perform executive or managerial duties, butcontribute by helping the BoD as follows: Constructively challenging and helping in developing strategy proposals; If necessary, submitting reports individually or jointly, separately from the BoD reports, tothe Shareholders’ Assembly Meetings; When appointed by the BoD, participating in BoD Committees or any other working groupor ad hoc committees formed from time to time, and performing the duties assigned tothem in such committees; Providing international and operational experience, and knowledge and understanding ofglobal financial issues, the sectors in which OPAP operates and challenges it faces; Managing conflicts of interest;The independent non-executive members of the Board of Directors are appointed by theCompany’s Shareholders General Assembly Meeting and should not, during their term of office,have a shareholding stake more than 0.5% of the Company’s share capital and should not haveany relationship of dependence with the Company or its affiliated entities, within the meaning ofArticle 4(1) of Law 3016/2002. Indicatively, a relation of dependence is considered to exist whena Board Member: is (as stipulated in Law 3016/2002) or has been an employee, senior executive orChairman of the Board of the Company or its subsidiaries within the last three years; receives or has received during the twelve (12) months prior to his/her appointment anycompensation from the Company other than the board membership fees approved bythe General Assembly Meeting of the Shareholders; has (as stipulated in Law 3016/2002) or has had within the past year a material businessrelationship (of more than 200,000) with the Company or its subsidiaries, particularly asa significant client, supplier or consultant of the Company, or as a partner, shareholder,Board member or senior executive of an entity that has such a relationship with theCompany or its subsidiaries; has been an external auditor of the Company or its subsidiaries or has been a partner oremployee of a firm that provides external auditing services to the Company or itssubsidiaries within the last three years; has (as stipulated in Law 3016/2002) a second degree kinship with or is the spouse of anon-independent Board member, senior executive, adviser, or significant shareholder ofthe Company or its subsidiaries; controls directly or indirectly, through related parties, more than 10% of the votingrights of the Company or represents a significant shareholder of the Company or itssubsidiaries; has served as Board member for more than twelve (12) years from the date of his/herfirst election.The Board of Directors examines once per year, on a case-by-case basis, the compliance of eachof its idependent members with the criteria stated above.The independent members of the Board of Directors may submit reports and other separatestatements than those submitted by the Board to the General Assembly Meeting of theCompany's Shareholders, if they deem such submission is necessary.Page 9 of 42

OPAP S.A.For Internal Use OnlyWithin twenty (20) days from the formal establishment of the Board, the minutes of the GeneralAssembly Meeting of the Shareholders, having elected the independent members of the Boardof Directors, shall be submitted before the Hellenic Capital Market Commission (HCMC) togetherwith the minutes of the Board of Directors which specify the capacity of each member (executiveor non-executive), or whether a temporary independent member is elected as substitute ofanother member who resigned, passed away or was demoted for any reason whatsoever.4.1.2.5.Board Membership Selection ProcessThe Board itself is responsible for selecting its own members and in recommending them forelection by the Shareholders. The Board delegates the screening process involved to theRemuneration & Nomination Committee. To assist in the identification and evaluation ofqualified Board candidates, the Remuneration & Nomination Committee from time to time mayengage a search firm. The Remuneration and Nomination Committee considersrecommendations for Board candidates submitted by Shareholders using the same criteria itapplies to recommendations from the Board members. In assessing potential Board candidates,the Remuneration and Nomination Committee seeks to consider individuals with a broad rangeof business experience and background. Shortlisted Board candidates who satisfy Company’spriorities are further evaluated based on criteria defined by the Remuneration and NominationCommittee. In addition, the Remuneration & Nomination Committee is responsible forevaluating each Board member as part of its annual process for recommending Board candidatesto the Board. The final approval of a candidate is determined by the plenary of the Board, inorder to be recommended for election by the General Assembly.4.1.2.6.Other Board MembershipsBoard members should advise the Chairman of the Board prior to (i) accepting an invitation toserve another board of directors, or (ii) significant commitments involving affiliation with otherbusinesses or governmental units.In general, executive Board members may not serve the boards of more than four other publictraded companies and must obtain the approval of the BoD prior to accepting an invitation toserve an outside board.4.1.2.7.Board Interaction with Shareholders and Other Interested PartiesAny Shareholder or other interested party who wishes to communicate with the Board as awhole, the non-executive Board members as a group, any Board committee or the Chairman ofthe Board, may send a letter by regular or express mail addressed to the Investor RelationsOffice of the Company.4.1.3. Evaluation of BoD operationsThe Board of Directors shall conduct an evaluation of its own operations at regular intervals.Every two years, the Board of Directors shall: dedicate an item of its agenda to debate on the self-assessment of its operations;perform an assessment of the Chairman, through a process led by a non-executivemember of the Board;conduct an evaluation on its Corporate Governance Principles; andThe Board of Directors shall inform the Shareholders on this evaluation through the AnnualReport and make such amendments as are necessary.Page 10 of 42

OPAP S.A.For Internal Use Only4.2.Board CommitteesThe Board has the following two committees (the Charters of which have been approved by the BoD):1. The Audit Committee2. Remuneration and Nomination CommitteeIn addition to the above Committees, the Board is required by virtue of the Regulations on PROPO (JointMinisterial Decision no. 2183/2009) and PROPOGOAL (Joint Ministerial Decision no. 2178/2009) toappoint the following Committees:i.ii.Special Committee of PROPO and PROPOGOAL Slip CompositionSpecial Committee of PROPO games evaluationBoth committees are appointed by OPAP S.A. and each consists of fourteen (14) members of theJournalists’ Union of Athens Daily Newspapers (ESIEA) and, particularly, of the Association of SportsJournalists with experience in football matters. An employee of OPAP S.A. undertakes the duty of theSecretary of the Committee.4.3.Board Directors’ Supporting Bodies4.3.1. Internal Audit DivisionThe Internal Audit (IA) Function of OPAP Group is an assurance and consulting activity designedto ensure compliance with the policies and procedures, so as to add value and improve theCompany's operational effectiveness. The IA is objective and independent concerning itsreports and recommendations. It helps the Company accomplish its objectives by:i)bringing a systematic, disciplined approach in evaluating the effectiveness of riskmanagement, control and governance processes,ii)recommending appropriate measures to improve their efficiency and effectiveness, andiii)monitoring the implementation of corrective actions.An important strategic objective of the OPAP Internal Audit Division is to deploy the InternalAudit Function across the OPAP Group, in cooperation with the other Internal Audit Units(hereafter, lAUs), of the Group. The operation of the Internal Audit Division is governed bythe Internal Charter, as approved by the BoD of the Company.The Internal Audit Division, in cooperation with the Group's lAUs has the followingresponsibilities, indicatively:a)b)c)d)adopts, deploys and ensures adherence, across OPAP Group, to the InternationalStandards for the Professional Practice of Internal Auditing and the Code of Ethics ofthe Institute of Internal Auditors (IIA); considers, deploys and promotes best practicespublished by other world leading institutions and supervisory authorities,evaluates and provides reasonable assurance that the risk management, control, andgovernance systems are functioning as intended, and assist in fulfilling theOrganization's objectives and goals,reports risk management issues and internal controls deficiencies identified, directly tothe Audit Committee, and provides recommendations for improving the Organization'soperations, in terms of both efficient and effective performance,conducts ad hoc investigations following requests of the Board of Directors, wherenecessary, through the Audit Committee's instructions and possibly with external expertPage 11 of 42

OPAP S.A.For Internal Use Onlyassistance,evaluates information security and associated risk exposures,evaluates the regulatory compliance program, in consultation with the General LegalCounsel and the Compliance Office,g) evaluates the Organization's readiness in case of business interruption,h) maintains open communication with the Management and the Audit Committee,i) teams with other internal and external entities, as appropriate,j) engages in continuous education and staff development,k) provides support to the Company's anti-fraud programs,l) follows up the execution of internal and external audit recommendations andregulatory instructions throughout the Group,e)f)The Internal Audit Division is responsible for coordinating the work with external auditors orother qualified consultants/external providers of assurance and consulting services, to meetthe audit or advisory needs of the Company and to avoid repetition of work.4.3.2. Corporate SecretariatScope of Corporate Secretariat:The scope of Corporate Secretariat is to provide overall secretarial support to the Board of theCompany and its subsidiaries.Indicative accountabilities include: Organizing the operations of the Board and preparing the draft agenda of each meeting; Timely dispatching the agenda with the relevant recommendations to all Boardmembers, following consultation with the Chairman of the Board; Taking the Board minutes and dispatching or communicating the resolutions to thecompetent persons; Monitoring BoD pending issues in collaboration with the BoD members and ExecutiveOfficers or other associates of the CEO, who are competent for their implementation; Storing and archiving BoD files.4.3.3. CEO’s OfficeScope of CEO’s Office:The CEO’s Office reports to the CEO. The scope of the CEO’s Office is to support the CEO.Indicative accountabilities include: Planning the operations, meetings and generally obligations of the Company's CEO. Supervising the flow of incoming and outgoing documents. Communicating with third parties, following orders or instructions of the CEO, in order tosettle any pending affairs, transmitting messages. monitoring the Company’s Translation Services.4.3.4. Investor RelationsThe Investor Relations Division, under the Financial Unit, is also responsible for CorporateAnnouncements and has the following main accountabilities, indicatively: Developing and implementing strategy and IR initiatives to target and attract investorsand increase Shareholder value.Page 12 of 42

OPAP S.A.For Internal Use Only Monitoring the Company’s compliance with the Stock Exchange statutory frameworkand the Hellenic Capital Market Commission’s decisions. Monitoring particularly the compliance of the Company and of the stakeholders withthe statutory framework and with the rules set by the present Internal Rules andRegulations with respect to Insider Trading. Reporting to competent entities within the Company, competent authorities and to theCompany’s Shareholders on the results of the above compliance monitoring activities. Preparing different KPIs scenarios based on Shareholders’ and Company’s priorities interms of the budget, the forecasts and the strategic plan. Acting as the single point of contact on behalf of the Company among investmentcommunities and providing the needed support during periodical road shows. Validating the monthly, quarterly and annual reports for the Shareholders, in theirrequired formats. Establishing the optimum type and mix of Shareholders and creating that mix through avariety of targeting initiatives. Monitoring operational changes through ongoing contacts with Company Managementand developing investor relations messages based on these changes. Drafting presentations, press releases and other communication materials for earningsreleases, industry events and presentations to analysts, brokers and investors. Monitoring analyst reports and preparing executive summaries for SeniorManagement, while providing feedback to the Management regarding the investmentcommunity's perception of how the Company is being managed and its view of theCompany’s financial results. Organizing conferences, road shows, earnings conference calls and investor meetings. Disclosing the Company’s regulated and privileged information promptly,transparently, consistently and reliably to the Athens Exchange, through HERMESplatform. Ensuring that all regulated and privileged information is available on the Company’swebsite. Notifying the Athens Exchange and the HCMC of liable persons’ share transactions onCompany’s securities. Preparin

page 2 of 42 opap s.a. for internal use only contents a. overview 4 1. scope of the company's internal rules & regulations 4 2. persons obliged to comply with the company's internal rules & regulations 4 3. validity, amendment and breach of the internal rules & regulations 5 b. board governance 6 4 basic board operating principles 6 4.1.