The company OPAP SA announces that the twenty-second (22nd) Ordinary General Meeting of Shareholders of OPAP SA of June 9, 2022 approved the distribution of a total gross dividend of 0.60 euros per share for the corporate year 2021. It is recalled that following a relevant decision of the Board of Directors of the Company it was decided to distribute a temporary dividend for the year 2021 of 0.10 euros per share tax, which was paid to the beneficiaries on 10.11.2021.
The gross amount of the remaining dividend for the year 2021 amounts to a total of 175,513,331.50 euros before tax withholding and excluding the 1,829,624 treasury shares held by the Company and corresponds to a gross amount of 0.50 euros per share of the Company. The amount of the remaining dividend of 0.50 euros per share is subject to withholding tax of 5%, if it is imposed, in accordance with the provisions of articles 61, 62 and 64 of law 4172/2013, as in force. Therefore, the shareholders will receive a net amount of dividend balance for the year 2021 after the above mentioned withholding of 0.475 euros per share.
The nineteenth (19th) Ordinary General Meeting of the Company’s Shareholders of May 22, 2019 approved the establishment of a five-year dividend reinvestment program (2019-2023) (Scrip Dividend) and authorized the Company’s Board of Directors to determine the specific on an annual basis, in execution and application of its general terms, as approved by the Ordinary General Meeting of Shareholders of OPAP SA .. Furthermore, the above Ordinary General Meeting of Shareholders of OPAP SA. approved the provision of authority to the Company’s Board of Directors for the extraordinary increase of the Company’s share capital in execution and implementation of the dividend reinvestment program as mentioned above, and in particular authorized the Company’s Board of Directors for the extraordinary increase of the Company’s shareholder five years 2019 – 2023 up to the amount of 50,000,000 euros, with the issuance of up to 160,000,000 new common, registered voting shares, according to article 24 of law 4548/2018, clarifying that the relevant authorization will cover any issue related to the execution and the application of the general terms of the Program determined by the decision of the Ordinary General Meeting of Shareholders of OPAP SA, including the amendment of article 5 (entitled “Share Capital – Shareholders”) of the Company’s Articles of Association.
The Board of Directors of the Company, in execution and application of the general terms of the Program established by the nineteenth (19th) Ordinary General Meeting of the Company Shareholders of 22 May 2019, with its decision of 9 June 2022 approved the share capital increase of the Company up to the amount of 7,261,500 euros, with issue of up to 24,205,000 common, registered voting shares, nominal value 0.30 euros each, and issue price equal to the average stock market weighted volume volume (VWAP) of first five (5) trading days within the exercise period of the right to reinvest the balance of the dividend for the year 2021 (ie from 20.07.2022 to 26.07.2022), reduced by 3% (discount rate). In the event of a fractional amount, the issue price of the new shares will be rounded to the nearest second decimal place.
More specifically, the increase of the share capital of the Company will take place by reinvesting the balance of the dividend for the year 2021 (amounting to 0.50 euros per existing share of the Company), after deducting 5% of the total approved dividend balance (0.025 euros ), which either corresponds to the percentage of withholding tax on the paid dividend balance or will be paid in cash to the shareholders of the Company, in case the above amount of dividend balance is not subject to withholding tax.
Therefore, the increase will be made by reinvesting up to the total amount of the remaining dividend, as mentioned above, ie up to an amount
166,737,664,925 euros, ie up to the amount of 0.475 euros per share, and if and to the extent that the shareholders choose, at their discretion, within a period of fourteen (14) days from the date following the date of determination of the shareholders entitled to reinvest of the dividend balance, ie from 20.07.2022 until 02.08.2022, the reinvestment of the dividend balance in an integer number of new shares of the Company, in whole or in part, instead of cash.
If during the finding of the conversion ratio between the issue price of the new shares and the amount of the remaining dividend that the shareholder at his discretion declares that he wishes to reinvest in the Company, a fractional balance arises, the conversion ratio will be immediately rounded to largest fourth decimal place.
The number of new shares of the Company that the beneficiary shareholder may receive will result from the division between the total amount of the remaining dividend which at its discretion will indicate that it wishes to reinvest in the Company and the relevant conversion ratio. If the division of the number of shares for which the shareholder of the Company is entitled to receive a remaining dividend with the conversion ratio results in a fractional number, it should be rounded to the next smallest integer, which will be the number of new shares. Company that the shareholder will be able to receive under the Program. Any remaining amount from the remaining dividend of each shareholder will be paid to him in cash on the day of dividend payment, ie on 08.08.2022.
A shareholder of the Company who does not have the required number of shares to acquire at least 1 new share of the Company according to the resulting conversion ratio will not be eligible to participate in the Program, and will receive the total amount corresponding to the remaining dividend for the year 2021 exclusively in cash.
In case of partial coverage of the increase of the share capital of the Company, the new shares of the Company will not be sold to third parties, nor to other shareholders, but the share capital of the Company will increase up to the amount of coverage according to article 28 of law 4548 / 2018 and the Board of Directors of the Company will adjust accordingly article 5 (entitled “Share Capital – Shareholders”) of the Company’s Articles of Association, determining the amount of capital that will result from the partial coverage of the increase of its share capital.
Beneficiaries of the remaining dividend for the year 2021 and the right of reinvestment of this amount, as mentioned above, are the shareholders of [Public] Company that are registered in the files of DSS. on Tuesday, 19.07.2022 (record date). From Monday, 18.07.2022 (cut-off date), the shares of the Company will be traded on the Athens Stock Exchange without the right to the remaining dividend for the year 2021 and without the right to reinvest it.
The payment of the remaining dividend for the year 2021 to the beneficiaries will start on Monday, 08.08.2022, from the paying Bank “PIRAEUS BANK SA.” as follows:
1. Through the Participants of the beneficiaries in the DSS. (Banks, custodians and stock exchange companies), according to the current Rules of Operation of EL.K.AT. and related ATHEXCSD decisions.
2. Especially in cases of dividend payment to heirs of deceased beneficiaries, whose titles are kept in the Special Account of their Share in the DSS, under the management of ATHEXCSD, the dividend payment process will be carried out after the completion of the legalization of heirs through the branch network of “PIRAEUS BANK SA.” for five (5) years from the end of the current year (ie until December 31, 2027).
It is clarified to Messrs. shareholders that the right to collect the remaining dividend is statute-barred after the lapse of five years (AK 250 approx. 15) from the end of the year in which the claim was born and that after the relevant statute of limitations the relevant amounts fall definitively to the Greek State in accordance with Article 1 ν.δ. 1195/1942.
Source: Capital
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