16/09/2008
Invitation to The Annual Ordinary General Assembly

“OPAP S.A.”
 
INVITATION
 
OF THE SHAREHOLDERS OF THE SOCIETE ANONYME WITH THE TITLE
“GREEK ORGANIZATION OF FOOTBALL PROGNOSTICS S.A.”
(REGISTRATION NUMBER 46329/06/Β/00/15)
TO THE 8TH ORDINARY GENERAL ASSEMBLY
FISCAL YEAR 01/01/2007 - 31/12/2007
 
The Board of Directors, pursuant to its resolution dated 14/05/2008, invites the shareholders of the company to the Eighth (8th) Ordinary General Assembly, on Wednesday June 11th, 2008 at 12:00, at the TITANIA Hotel – 52, Panepistimiou Str. (Eleftheriou Venizelou Str.), to discuss and decide on the following issues of the agenda:
 
  1. Submission and approval of the Board of Directors’ and Chartered Auditors’ reports regarding the Annual Financial Statements for the Eighth (8th) fiscal year (01/01/2007 until 31/12/2007).
  2. Submission and approval of the Company’s corporate and Consolidated Annual Financial Statements for the Eighth (8th) fiscal year (01/01/2007 until 31/12/2007).
  3. Approval of earnings distribution for the Eighth (8th) fiscal year (01/01/2007 until 31/12/2007).
  4. Exemption of the Board of Directors and Chartered Accountants from any liability for compensation for activities of the Eighth 8th fiscal year (01/01/2007 until 31/12/2007) and approval of the administrative and representation acts of the Board of Directors.
  5. Approval of the remuneration (compensation) of the members of the Board of Directors for their participation in the BoD and in company’s committees for the Eighth (8th) fiscal year (01/01/2007 - 31/12/2007), in accordance with articles 23 and 24, paragraph 2 of the codified law 2190/1920.
  6. Pre-approval of the remuneration (compensation) of the members of the Board of Directors for their participation in the BoD and in companies’ committees for the current (9th) fiscal year (01/01/2008 until 31/12/2008).
  7. Election of regular and substitute Chartered Auditors for the current ninth (9th) fiscal year (01/01/2008 - 31/12/2008), and approval of their remuneration.
  8. Approval for concluded contracts according to article 23a of c.l. 2190/1920.
  9. Granting authorisation, pursuant to article 23, paragraph 1 of c.l.2190/1920, to the members of the Board of Directors and directors of the Company’s Departments and Divisions to participate in the Board of Directors or in the management of the Group’s companies and their associate companies, for the purposes set out in article 42e paragraph 5, of the codified law 2190/1920.
  10. Resolution on the electronic transmission of information by the Company (article 18 Law 3556/2007).
  11. Issues of the Articles of Association: (a) amendment, re-wording and appending of article 2 (scope of the company) (b) amendment, re-wording, abolishment, appending and renumbering of the articles and the statuary provisions, for operational purposes and in order to adapt to c.l. 2190/1920, as amended by Law 3604/2007, and (c) codification of the Company’s articles of association in one single document.
  12. Granting of authorization and power of attorney to the company’s lawyers, Mr. Dimitrios Panageas, (Athens Bar Association Reg. No. 21923), Legal Advisor to Management, and Mrs. Barbara Panousi (Athens Bar Association Reg. No. 16002), lawyer, acting jointly or separately, to submit for approval and publication, to the Ministry of Development, the Minutes of the Ordinary General Assembly as well as those of any Repeat Session as well as the entire new codified document of the Company’s articles of association, and in general to carry out any legal action to enforce the resolutions of the Ordinary General Assembly or any Repeat Session.
  13. Other Announcements
All shareholders have the right to participate in the eighth (8th) Ordinary General Assembly and vote either in person or by proxy (by signing and submitting the relevant authorization certificate which is available on the website www.opap.gr). Each share has a right to one (1) vote.
 
Shareholders wishing to participate and vote, either in person or by proxy, in the 8th Annual Ordinary Assembly or in every Repeat Session, should block all or a part of their shares, through their clearing agent, provided that the shares are registered to a Clearing Account of the Investor Share Account on the Dematerialized Securities System (D.S.S.) and receive from their agent the relevant share reservation receipt to be submitted, along with any other legal representation documents, at least five (5) days before the Ordinary General Assembly or any Repeat Session (for shares that have not been reserved in accordance with article 42, paragraph 5 of the Operations Regulation of the D.S.S.), at the company’s Shareholder Department (Kifissou 62, Peristeri, Attica, P.C. 121 04, 4th floor, tel. 210 5798930, fax 210 5798931) during working days and hours.
 
In the event that there is no clearing agent designated and the shares are registered on the Special Investor Account on the Dematerialized Securities System (D.S.S.), the shareholders wishing to participate and vote, either in person or by proxy, in the 8th Ordinary General Assembly or in every Repeat Session, should block the total or part of their shares through a relevant declaration to Hellenic Exchanges S.A. and submit the related shares reservation receipt, along with any other legal representation documents, at least five (5) days before the Ordinary General Assembly or any Repeat Session (for shares that have not been reserved in accordance with article 42, paragraph 5 of the Operations Regulation of the D.S.S.), at the company’s Shareholder Department (Kifissou 62, Peristeri, Attica, P.C. 121 04, 4th floor, tel. 210 5798930, fax 210 5798931) during working days and hours.
 
In the event that on June 11th, 2008 the required decision quorum for any of the issues of the Agenda, according to the law and the Articles of Association, is not met, the General Assembly of the shareholders will convene again on Wednesday, June 25th, 2008, at 12:00. at the company’s headquarters, 62 Kifissou Avenue, Peristeri Attica (1st Repeat Session).
 
In the event that on June 25th, 2008 the required decision quorum for any of the issues of the Agenda, according to the law and the Articles of Association, is not met, the General Assembly of the shareholders will convene again on Wednesday, July 9th, 2008, at 12:00. at the company’s headquarters, 62 Kifissou Avenue, Peristeri Attica (2nd Repeat Session).
 
It should be noted that, pursuant to article 29, paragraphs 2 and 4 of c.l. 2190/1920, the company will not issue a new invitation for possible Repeat Sessions of its shareholders.
 
 
PERISTERI14/05/2008
THE BOARD OF DIRECTORS