OPAP: Proposal for conversion of dividend into shares

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OPAP shareholders will discuss the possibility of acquiring shares instead of receiving a dividend for this year during the Ordinary General Meeting that will be held on May 22. Specifically, the approval of a five-year dividend reinvestment program (2019 - 2023) is foreseen, as well as the provision of authority to the Board of Directors of the Company for an extraordinary increase of the Company's share capital related to this scrip dividend.


Also, the Board of Directors of OPAP will propose to the Annual Ordinary General Meeting of Shareholders the distribution for the year 2018 of a total dividend of 0,70 euros per share before tax withholding. Taking into account the already distributed dividend of 0,10 euros, the balance of the dividend that will be proposed amounts to 0,60 euros.


It is reminded that the net profits of OPAP for 2018 amounted to 143,3 million euros, increased by 13,7% compared to the previous year. At the level of the fourth quarter, the net profit of the Organization amounted to 38,1 million euros (Q4 2017: 32,9 million euros), recording an increase of 15,8% on an annual basis, despite the burden of € 17,5m. from the impairment of Neurosoft goodwill. The adjusted net profit for the fourth quarter of 2018 increased by 39,4%.


The issues that will be discussed during the Ordinary General Meeting in detail:


Item 1: Submission and approval of the simple and consolidated Financial Statements for the nineteenth (19th) corporate year (from January 1, 2018 to December 31, 2018) of the Company, as well as the relevant reports of the Board of Directors and the Certified Auditors.


Item 2: Approval of the distribution of profits of the nineteenth (19th) corporate year (from January 1, 2018 to December 31, 2018).


Issue 3: Approval of a five-year dividend reinvestment program (2019-2023) (scrip dividend).


Item 4: Provision of power to the Board of Directors of the Company for an extraordinary increase of the share capital of the Company regarding the above 3rd issue.


Item 5: Approval of the distribution of part of the Net Profits of the financial year 2018 of the Company to Executive Members of the Board of Directors and to other Senior Management Executives of the Company.


Item 6: Approval of the overall management of the Company, according to article 108 of Law 4548/2018 as in force, and release of the Company's Certified Auditors from any liability for compensation for the nineteenth (19th) corporate year (from January 1, 2018 to 31st December 2018).


Item 7: Approval of the compensations and remuneration of the Members of the Board of Directors for the nineteenth (19th) corporate year (from January 1, 2018 to December 31, 2018) according to article 24 of KN 2190/1920.


Item 8: Approval of the Company's Remuneration Policy in accordance with article 110 par. 2 of Law 4548/2018, as in force.


Item 9: Pre-approval of payment of compensations and remuneration to the Members of the Board of Directors of the Company for the current twentieth (20th) corporate year (from January 1, 2019 to December 31, 2019), as well as granting permission for advance payment to the Members of the Board of Directors for the period until the next regular general meeting, in accordance with article 109 of Law 4548/2018, as in force.


Item 10: Election of Certified Auditors for the audit of the financial statements of the Company for the current twentieth (20th) corporate year (from January 1, 2019 to December 31, 2019) and for the issuance of the annual tax report.


Item 11: Issuance of license, according to article 98 par. 1 of Law 4548/2018, as in force, to the Members of the Board of Directors and to the executives and directors of the Company Departments for their participation in the Boards of Directors or in the management of the subsidiaries and affiliated companies of the Group.


Item 12: Provision of a special license for the preparation of contracts with related parties by the Company until December 31, 2018 in accordance with article 23a of Codified Law no. 2190/1920.


Item 13: Provision of approval for the acquisition of own shares of the Company in accordance with articles 49 and 50 of Law 4548/2018, as in force.


Item 14: Adaptation of the provisions of the Company's Articles of Association to the new corporate law 4548/2018, as in force, and additional amendments to the provisions of the Company's Articles of Association.


In case of non-achievement of the quorum required by law, the Repeat General Meeting of Shareholders will be held on June 3, 2019, Monday at 14:00, at the offices and headquarters of the Company, at 112 Athens Avenue, Athens, Attica .


In case of a Repeat Ordinary General Meeting, no new invitation will be published.

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