Public
INTRALOT Group
ANNUAL FINANCIAL REPORT
(based on the Article 4 of L.3556/2007)
FOR THE PERIOD ENDED December 31, 2022
ACCORDING TO
INTERNATIONAL FINANCIAL REPORTING STANDARDS
(IFRS)
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
2
Contents
Representation of the Members of the Board of Directors
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4
REPORT OF THE BOARD OF DIRECTORS-INTRALOT GROUP
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5
Explanatory Report on Article 4 par. 7 & 8 of L. 3556/2007
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77
CORPORATE GOVERNANCE STATEMENT
..................................................................................................................................................
81
Independent Auditor’s Report
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118
ANNUAL FINANCIAL STATEMENTS
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124
INCOME STATEMENT OF THE GROUP / COMPANY FOR THE YEAR 2022
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124
STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP / COMPANY FOR THE YEAR 2022
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125
INCOME STATEMENT OF THE GROUP / COMPANY FOR THE 4
th
QUARTER OF 2022
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126
STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP / COMPANY FOR THE 4th QUARTER OF 2022
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127
STATEMENT OF FINANCIAL POSITION OF THE GROUP/COMPANY
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128
STATEMENT OF CHANGES IN EQUITY OF THE GROUP
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129
STATEMENT OF CHANGES IN EQUITY OF THE COMPANY
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130
CASH FLOW STATEMENT OF THE GROUP/COMPANY
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131
1. GENERAL INFORMATION
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132
2. NOTES TO ANNUAL FINANCIAL STATEMENTS
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132
2.1.1
Basis of preparation of the Financial Statements
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132
2.1.2 Statement of compliance
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133
2.1.3 Financial Statements
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133
2.1.5 Basis of Consolidation
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136
2.1.6 Business combination and goodwill
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137
2.1.7 Foreign Currency Translation
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139
2.1.8 Tangible assets
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140
2.1.9 Borrowing costs
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141
2.1.10 Investment properties
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141
2.1.11 Intangible assets
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141
2.1.12 Financial instruments
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143
2.1.13 Inventories
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150
2.1.14 Trade and other short-term receivables
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150
2.1.15 Cash and Cash Equivalents
...........................................................................................................................................................
150
2.1.16 Long Term Liabilities
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150
2.1.17 Provisions and Contingent Liabilities
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150
2.1.18 Leases
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151
2.1.19 Share capital – Treasury shares
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152
2.1.20 Share Based Payments
...................................................................................................................................................................
152
2.1.21 Staff Retirement Indemnities
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152
2.1.22 State Insurance Programs
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153
2.1.23 Revenue recognition
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153
2.1.24 Taxes
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155
2.1.25 Government grants
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156
2.1.26 Earnings per share
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156
2.1.27 EBITDA & EBIT
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156
2.1.28 Significant accounting judgments, estimates and assumptions
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157
2.2 INFORMATION PER SEGMENT
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161
2.3 OTHER OPERATING INCOME
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164
2.4 STAFF COSTS
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164
2.5 DEPRECIATION AND AMORTIZATION
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165
2.6 EXPENSES BY NATURE
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165
2.7 INCOME / (EXPENSES) FROM PARTICIPATIONS AND INVESTMENTS
.................................................................................
166
2.8 GAIN/(LOSSES) FROM ASSETS DISPOSAL, IMPAIRMENT LOSS & WRITE-OFF OF ASSETS
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166
2.9 OTHER OPERATING EXPENSES
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166
2.10 INTEREST AND SIMILAR EXPENSES / INTEREST AND SIMILAR INCOME
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167
2.11 EXCHANGE DIFFERENCES
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167
2.12
CURRENT & DEFERRED INCOME TAX
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167
2.13 EARNINGS / (LOSSES) PER SHARE
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170
2.14 TANGIBLE FIXED ASSETS
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171
2.15 INVESTMENT PROPERTIES
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175
2.16 INTANGIBLE ASSETS
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176
2.17 INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
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182
2.18 OTHER FINANCIAL ASSETS
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183
2.19 OTHER LONG-TERM RECEIVABLES
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183
2.20 TRADE AND OTHER SHORT-TERM RECEIVABLES
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184
2.21 INVENTORIES
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186
2.22 CASH AND CASH EQUIVALENTS
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186
2.23 SHARE CAPITAL, TREASURY SHARES AND RESERVES
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187
2.24 DIVIDENDS
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192
2.25 DEBT …………………………………………………………………………………………………………………………………………………………………..…
192
2.26 STAFF RETIREMENT INDEMNITIES
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198
2.27 SHARED BASED BENEFITS
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200
2.28 OTHER LONG-TERM LIABILITIES
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200
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
3
2.29 TRADE AND OTHER CURRENT LIABILITES
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200
2.30 FINANCIAL ASSETS AND LIABILITIES
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200
2.31 SUPPLEMENTARY INFORMATION
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207
A. BUSINESS COMBINATION AND METHOD OF CONSOLIDATION
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207
III. Acquisitions
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209
IV. New Companies of the Group
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209
V. Changes in ownership percentage / Consolidation method change
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209
VI. Subsidiaries’ Share Capital Increase
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209
VII. Strike off - Disposal of Group Companies
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209
VIII. Discontinued Operations
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209
IX. Companies merge
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212
X. Material partly owned subsidiaries
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212
XI. Investments in companies consolidated with the equity method
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217
B. REAL LIENS
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219
C. PROVISIONS
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220
D. PERSONNEL EMPLOYED
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220
E. RELATED PARTY DISCLOSURES
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220
2.32 CONTINGENT LIABILITIES, ASSETS AND COMMITMENTS
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222
A. LITIGATION CASES
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222
B. FISCAL YEARS UNAUDITED BY THE TAX AUTHORITIES
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227
Ι
) COMPANY AND SUBSIDIARIES
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227
ΙΙ) ASSOCIATE COMPANIES & JOINT VENTURES
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229
C. COMMITMENTS
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229
I) Guarantees
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229
II) Other commitments
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229
2.33 FINANCIAL RISK MANAGEMENT
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230
2.34 APPLICATION OF IAS 29 “FINANCIAL REPORTING IN HYPERINFLATIONARY ECONOMIES”
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233
2.35 COMPARABLES
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234
2.36 SIGNIFICANT FLUCTUATIONS, RECLASSIFICATIONS & REVERSALS
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235
2.37 MACROECONOMIC ENVIRONMENT
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237
2.38 SUBSEQUENT EVENTS
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237
REPORT ON THE USE OF THE FUNDS RAISED FROM THE SHARE CAPITAL INCREASE WITH CASH PAYMENT
UNTIL 31.12.2022
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239
Report on factual findings from the agreed-upon procedures on the Report of Use of Funds Raised
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241
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
4
Representation of the Members of the Board of Directors
(according to article 4 par. 2 of L.3556/2007)
The
1.
Sokratis P. Kokkalis, Chairman of the Board of Directors and Group CEO
2.
Chrysostomos D. Sfatos, Member of the Board of Directors and Deputy Group CEO
3. Ioannis K. Tsoumas, Member of the Board of Directors
CERTIFY THAT
As far as we know:
a. The enclosed financial statements of the company “INTRALOT S.A” for the year 1 January 2022 to
31 December 2022, drawn up in accordance with the applicable accounting standards, reflect in true
manner the assets and liabilities, equity and results of the Company and the companies included in
the consolidated financial statements taken as a total.
b. The attached Board of Directors’ annual report truly presents the course, the performance and the
position of the Company and the companies included in the consolidated financial statements taken
as a total, including the description of the most important risks and uncertainties they are facing.
c. The attached Financial Statements are those approved by the Board of Directors of “INTRALOT
S.A.” on April 11, 2023 and have been published to the electronic address
.
Peania, April 11,2023
The designees
Sokratis P. Kokkalis
Chairman of the Board of
Directors and Group CEO
Chrysostomos D. Sfatos
Member of the Board and
Deputy Group CEO
Ioannis K. Tsoumas
Member of the Board
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
5
REPORT OF THE BOARD OF DIRECTORS-INTRALOT GROUP
TO THE ANNUAL GENERAL ASSEMBLY OF THE SHAREHOLDERS FOR THE FISCAL YEAR
1/1/2022-31/12/2022
Dear Shareholders,
In the past year, INTRALOT has focused on measures aimed at stabilizing its existing operations and
successfully implementing new projects that were initiated in 2021, such as the project with the
Croatian Lottery. In addition, the cost reduction program, mainly at headquarters level, which has
been carefully planned and monitored over the last three years, delivered the desired benefits that
were incorporated in the strategic plan relating to the improvement of the Group’s operating
profitability.
In line with its commitment to expand its activities in the US sports betting market, INTRALOT,
through its subsidiary, INTRALOT, Inc., has signed a five-year contract with the Ohio Lottery to
implement its INTRALOT Orion Sportsbook solution. In particular, INTRALOT is already utilizing the
current lottery equipment and infrastructure to facilitate the sports betting journey for retailers and
customers throughout the state of Ohio.
In terms of contract renewals, in 2022 INTRALOT extended its existing contract with La Marocaine
Des Jeux et des Sports (MDJS) for one additional year, with the contract now expiring at the end of
2023, while the contract with Magnum Corporation Sdn BhD was extended for two additional years,
contract now expiring in June 2024. In addition, INTRALOT, Inc., has signed a 5-year extension of
its contract with the Wyoming Lottery Corporation whereby the Company will continue to provide its
lottery operating system and services for the operation of the Wyoming Lottery Corporation through
to August 2029. Finally, INTRALOT’s cooperation with OPAP S.A. in the field of numerical lottery
products and services was extended for an additional year until the end of July 2025 with the
possibility of further extension of such cooperation for one (1) additional year.
In terms of the Group’s financial position, following the balance sheet optimization completed in
2021, 2022 could be characterized as a period of intense efforts to further optimize the capital
structure and create value for all shareholders, in line with the commitments of the Company's
Management. To this end, the Share Capital Increase of approximately €129 million by payment in
cash and with pre-emption rights in favor of the existing shareholders of the Company was
successfully planned and executed in July. As part of this process, a new strategic investor joined
the Group’s shareholder base. Standard General Management, LLC, through its wholly owned
subsidiary, CQ Holding Company Inc., now renamed CQ Lottery LLC, has acquired 32,90% of the
total voting rights of INTRALOT SA for a consideration of approximately €71 million. As an established
player in the US market, the participation of the new investor provides a strong foundation for
leveraging new opportunities in the US and the global markets to which the Group has access.
Focusing mainly on the US market, the Group has strengthened its presence by using a large portion
of the Share Capital Increase to buy back from the minority shareholders the percentage offered to
the 2024 Noteholders through the Debt-to-Equity offering completed in 2021, thus acquiring control
of 100% of the shares of INTRALOT, Inc., and, consequently, full control of the cash flow of the
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
6
subsidiary. In addition, INTRALOT, Inc. entered into a Credit Agreement with KeyBank National
Association Inc., as Administrative Agent and Issuing Lender, and a syndicate of US financial
institutions for a 3-year Term Loan of $230.000.000 plus a committed Revolving Credit Facility (RCF)
of $50.000.000, the proceeds of which were used for the full repayment of the PIK Toggle 2025
Notes, which were subsequently cancelled. In addition to the repayment of the 2025 Notes, the
Revolving Credit Facility provides the Company with flexibility to meet its liquidity needs.
We are committed to continuing to focus on these pillars, ensuring that at the core of our mission is
to better serve the evolving needs of players and lottery organizations through the provision of state-
of-the-art products and services, and that our core values of business ethics, transparency, integrity
and responsible gaming continue to guide our efforts to achieve sustainable and responsible growth.
Looking ahead, we would like to thank all our stakeholders for their trust in our Group and reassure
them of our unwavering commitment to implementing our growth strategy and to focusing on the
further improvement of the Group’s operational efficiency.
Finally, the successful completion of the capital restructuring process in 2022 has already
strengthened INTRALOT’s capital profile and the Company shall undertake further initiatives in this
direction in 2023.
Regarding the financial results of INTRALOT Group for 2022, on a continuing-basis, revenue
presented a decrease of 5,1%, with Group turnover amounting to €392,8 million, compared to
€414,0 million in 2021. Operating performance as measured via our earnings before interest, tax,
depreciation and amortization (EBITDA), amounted to €122,9 million, exhibiting an increase of
11,3%, as the organic growth boosted by the full contribution of our new contract in Croatia, the
return of our operations in Australia to pre COVID-19 levels and the continued cost containment
initiatives at HQ perimeter managed to fully absorb the impact from the license expiration in Malta
on early July 2022. EBITDA increase was also affected by the positive FX impact of currency
movements across many key markets (mainly USA and Australia). On top of the above, our earnings
before taxes (EBT) decreased to €29,8 million from €37,1 million in 2021 mainly impacted by a one-
off gain from the successful optimization of our capital structure amounted to €88,5 million that
concluded within 3Q21. As regards to the parent company results, turnover decreased by 16,3% to
€36,7 million in 2022, while earnings after tax amounted to €-18,6 million, from €27,8 million in
2021, impacted mainly by the non-cash gain following the balance sheet optimization transaction
that concluded within 3Q21.
In 2022, group Operating Cash-flow from total operations posted a decrease and stood at €96,3
million, versus €107,6 million in 2021. The decrease of €11,3m is mainly impacted by the unfavorable
working capital movement due to timing and the negative variance from tax payments, attributed to
the income tax return received on behalf of the parent company the prior year.
Net Debt, as of December 31st, 2022, stood at €490,5m, decreased by €6,7m compared to December
31st, 2021. Recent restructuring actions along with delivery of healthy cash flows resulted in the
improvement of net debt position and leverage ratios (Net Debt / EBITDA at 4,0x in FY22 vs. 4,5x in
FY21.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
7
WHO WE ARE
Company Profile
INTRALOT, a public listed company, has been established in 1992 and is active in 39 regulated
jurisdictions with €0,4 billion turnover and a global workforce of approximately 1.707 employees in
2022. Being a technology-driven corporation, the Company serves as a private partner for the public
sector enabling lottery and gaming operators to establish a responsible gaming environment and
contribute to good causes for their local communities.
Based on its strategic approach “Driving Lottery Digital Transformation with flexible, reliable, secure
solutions and systems”, INTRALOT is committed to modernize Lotteries by delivering innovative
lottery and sports betting solutions, shaping the future of gaming. The company focuses in developing
next-generation products based on players’ omnichannel experience, the trends of the worldwide
gaming ecosystem, and the efficiency of the operators to provide engaging responsible entertainment
for their players.
As a member of the UN Global Compact, INTRALOT is a global corporate citizen committed to UNGC
Ten Principles and continuous sustainable development. In addition, being awarded with the WLA
Responsible Gaming Framework Certificate, the Company is an active proponent of the principles of
responsible gaming.
The Company maintains the highest industry certifications on quality and safety management
systems. It is the first vendor in the gaming sector certified in 2008 with the WLA SCS:2016 (Security
Control Standard) and it has been certified according to ISO 27001:2013 for its Information Security
Management Systems. Both certifications cover INTRALOT Headquarters and 23 additional
subsidiaries’ operations around the world. Furthermore, INTRALOT has been certified according to
ISO 9001:2015 (Quality Management Systems), ISO 14001:2015 (Environmental Management
Systems), ISO 20000:2018 (IT Service Management Systems), ISO 29993:2017 (Learning Services
Outside Formal Education) and ISO 37001:2016 (Anti-Bribery Management Systems).
INTRALOT collaborates with many external stakeholders among them the major international
industry associations. Each entity is a valued partner that supports the Company’s efforts to
contribute decisively to the future developments of the gaming market. Specifically, INTRALOT is an
Associate Member of the World Lottery Association, an Associate Member of the European Lotteries,
a Level I partner of the North American Association of State & Provincial Lotteries (NASPL), an
Associate Member and Gold Sponsor of the Asia Pacific Lottery Association (APLA), an Associate
Member and Silver Sponsor of the Gaming Standards Association.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
8
Recent Company Developments
Projects / Significant Events
On March 17, 2022 INTRALOT announced the extension of its current contract of INTRALOT Maroc,
a subsidiary of the INTRALOT Group acting as games operator in Morocco, with La Marocaine Des
Jeux et des Sports (MDJS), a state lottery offering sports betting and other games of chance in
Morocco, for one additional year; the contract is now due to expire on 31.12.2023.
On April 5, 2022 INTRALOT announced the extension of its current contract, with Magnum
Corporation Sdn BhD, a gaming operator pioneer in Malaysia, for another two (2) years; the contract
is now due to expire on 30.06.2024. The current agreement concerns the support of INTRALOT’s
core operating system LOTOS™ O/S including the games software, the On-line Gaming System, and
its new generation terminals Photon.
On April 6, 2022 INTRALOT announced that its U.S. subsidiary, INTRALOT, Inc., has signed a 5-year
extension of its contract with the Wyoming Lottery Corporation. INTRALOT, Inc. will continue to
provide its lottery operating system and services for the operation of the Wyoming Lottery through
August of 2029.
On September 6, 2022 INTRALOT announced the extension of cooperation with OPAP S.A., the
leading Greek gaming operator, for one additional year, from 31st of July 2024 to 31st of July 2025
with the possibility of further extension of such for one (1) additional year, in the field of numerical
lottery products and services.
On September 23, 2022 INTRALOT, following its announcements dated July 30, 2021 and August 3,
2021 and the notifications relating to the Group’s material pending litigations, announced that the
complaints filed against INTRALOT Group companies before the New York courts (US District Court
for the Southern District of New York) relating to alleged breaches of terms of the indenture
agreement governing the notes maturing in 2024, as well as New York legislation have been
withdrawn. Specifically, the plaintiffs (funds holding Notes due in 2024 and UMB Bank, N.A., as
successor trustee of the Notes due 2024) voluntarily dismissed without prejudice the above cases on
September 19, 2022.
On December 20, 2022 INTRALOT announced that its U.S. subsidiary, “INTRALOT, Inc.”, has signed
a five-year contract with the Ohio Lottery to implement its INTRALOT Orion Sportsbook solution.
Specifically, INTRALOT will utilize current lottery equipment and infrastructure to facilitate the sports
betting journey for retailers and customers throughout the state of Ohio. The project went live in
January 2023 in about 1.000 retail locations. “INTRALOT, Inc.” has received a provisional license
through the Ohio Casino Control Commission to operate this contract and expects the final five-year
license to be issued shortly.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
9
Organizational Changes
On March 3, 2022, INTRALOT notified that on March 1, 2022 «ALPHACHOICE SERVICES LIMITED»
which is 100% controlled by the Société Anonyme company «Κ
-GENERAL INVESTMENTS AND
SYSTEMS SINGLE MEMBER HOLDINGS SOCIÉTÉ ANONYME» (distinctive title “K-SYSTEMS”), sole
shareholder of which is Mr. Sokratis P. Kokkalis, acquired 7.323.920 common registered shares of
INTRALOT, with voting rights. Following that, the percentage of the direct voting rights of the
company “ALPHACHOICE SERVICES LIMITED” on INTRALOT’s shares amounts to 25,695% of the
total voting rights of the company (i.e. 39.123.920 voting rights)
against a previous percentage
20,885%
of the total voting rights of the company (i.e. 31.800.000
voting rights), while the
percentage of the indirect voting rights of Mr. Sokratis P. Kokkalis on INTRALOT’s shares amounts to
25,695% of the total voting rights of the company (i.e. 39.123.920 indirect voting rights)
against a
previous percentage 20,885%
of the total voting rights of the company (i.e. 31.800.000 indirect
voting rights).
Also, on March 3, 2022 INTRALOT notified that the 7.323.920 Company’s common registered shares,
with voting rights, which were acquired by “ALPHACHOICE SERVICES LTD”, legal entity which is
affiliated with and controlled by Mr. Sokratis P. Kokkalis, Chairman of the Board of Directors and CEO
of INTRALOT, were acquired with a total value of 3.442.242,40 Euro.
On April 26, 2022 INTRALOT with its invitation convened an Extraordinary General Meeting of
Shareholders dated May 17, 2022, with the following issues: The cancellation of the Company's own
shares, the codification of the Company's Articles of Association, as well as a decision to increase its
share capital.
On May 13, 2022 INTRALOT notified that the legal entity “ALPHACHOICE SERVICES LTD” which is
affiliated with and controlled by Mr. Sokratis P. Kokkalis, Chairman of the Board of Directors and CEO
of INTRALOT, on May 11, 2022 acquired over the counter 2.500.799 Company’s common registered
shares, with voting rights, in the context of an increase in its share capital with a contribution of the
above shares (contribution in kind).
On May 16, 2022 INTRALOT notified that the legal entity INTRACOM HOLDINGS which is affiliated
with Mr. Sokratis P. Kokkalis, Chairman of the Board of Directors and CEO of INTRALOT, on May 11,
2022 transferred over-the-counter 2.060.799 Company’s common registered shares, with voting
rights, to the legal entity «ALPHACHOICE SERVICES LTD», in the context of INTRACOM HOLDINGS’
participation in the increase of share capital of «ALPHACHOICE SERVICES LTD» with a contribution
of the above shares (contribution in kind).
On May 17, 2022 the Extraordinary General Meeting of the Shareholders decided the cancellation of
3.724.936 own shares which had been acquired by the Company, with a respective decrease of the
Company’s share capital by the amount of €1.117.480,80 and a relevant amendment of article 5 of
the Company’s Articles of Association relating to its Share Capital. The codification of the Company’s
Articles of Association was approved, and the Board of Directors has been authorized for the rest of
the implementation of the decision and the observance of the legal formalities.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
10
On May 23, 2022 the Repeat Session of the Extraordinary General Meeting of Shareholders approved
the granting of authorization to the Board of Directors to resolve, pursuant to art. 24 para. 1(b) of
Law 4548/2018 with the required by law quorum and majority, the increase of the share capital of
the Company up to an amount not exceeding the 150% of the paid-up share capital on the date of
granting of such authorizations to the Board of Directors, namely to increase the share capital by up
to the amount of €66.841.553,25 (nominal capital) with a preemption right of the current
shareholders according to the law and the Company’s Articles of Association, with the issuance of
new common registered shares with voting rights, and to define the specific terms and time-schedule
of the share capital increase with a relevant resolution pursuant to the applicable provisions of Law
4548/2018, including, indicatively, the structure of the increase, the subscription price of the new
shares, the allocation criteria between the different categories of investors, the execution of the
necessary contracts or agreements with banks or/and other investment services companies acting
as intermediaries, organizers, coordinators or administrators and in general, to proceed with any
required or advisable action, deed or transaction for the implementation of the share capital increase,
including the relevant amendment of the Articles of Association of the Company. The aforementioned
authorization will remain in force for six (6) months as of the resolution of the General Meeting. The
Board of Directors may exercise the abovementioned powers once.
On 1st June 2022, INTRALOT notified that, after the cancellation of 3.724.936 own shares of the
Company, its share capital amounts to €44.561.035,50 divided into 148.536.785 common registered
shares, with a nominal value of €0,30 each.
On June 8, 2022 INTRALOT announced the retirement of Mr. Nikolaos Pavlakis as Group Tax &
Accounting Director, and his replacement by Mr. Vasileios Vasdaris, who is with INTRALOT since
1993.
On June 22, 2022 INTRALOT announced that, after the decision of the Board of Directors dated June
21, 2022 the Company’s share capital increase by an amount of up €66.840.064,50 with the issuance
of up to 222.800.215 new common registered voting shares, with a nominal value of €0,30 each,
with cash payment and with a pre-emption right of the existing shareholders of the Company.
On June 29, 2022 INTRALOT notified that as a cut-off date of the pre-emption right to the share
capital increase 01.07.2022 was set, the exercise period of the pre-emption right being defined as
the period from 06.07.2022-21.07.2022 and the trading period of the pre-emption right as the period
from 06.07.2022-18.07.2022.
On July 18, 2022 INTRALOT informed the investing public that Mr. Sokratis P. Kokkalis, Chairman of
the Board of Directors & CEO of the Company, on July 15, 2022 acquired 1.281 common registered
shares of INTRALOT, with voting rights, for a total value of €730,17.
On July 19, 2022 INTRALOT informed the investing public that Mr. Vasileios Vasdaris, Group Tax &
Accounting Director of INTRALOT, on July 18, 2022 acquired 10.000 common registered shares of
INTRALOT, with voting rights, for a total value of €5.650,00.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
11
On July 26, 2022 INTRALOT notified that the share capital increase of the Company was successfully
completed and fully covered, by raising funds of a total amount of €129.224.124,70 and by the issue
of 222.800.215 new, common registered with voting rights shares, with a nominal value of €0,30
each.
Also, on July 26, 2022 INTRALOT announced that the following persons who exercise managerial
duties in the Company and persons who have close ties with them, exercised the pre-emption right
for the acquisition of new shares of the Company with an offer price of €0,58 per share:
ALPHACHOICE SERVICES LTD, legal entity which is affiliated with and controlled by Mr. Kokkalis
Sokratis, , Chairman of the BoD and CEO of the Company, Mr. Antonopoulos Constantinos, Vice-
Chairman and Non-Executive member of the BoD, Mrs. Kokkali Eleni, a person affiliated with Mr.
Kokkalis Sokratis, Chairman of the BoD and CEO of the Company, Mr. Tsagalakis Michail, Capital
Markets Director & Head of Investor Relations of the Company.
On July 28, 2022 INTRALOT announced the closing of the purchase by its wholly owned Dutch
subsidiary «Intralot Global Holdings B.V.» (IGH) of 33.227.256 ordinary shares (or 33,23%) in
“Intralot US Securities B.V.” from their current holders for a price of €3,65 per share (ie.
€121.279.484,40 in total). “Intralot US Securities B.V.” holds indirectly 100% of the shares of
“Intralot, Inc.” a US (Georgia) corporation.
On July 29, 2022 INTRALOT announced that its US subsidiary, Intralot, Inc. signed on July 28, 2022
a Credit Agreement with KeyBank National Association Inc. as Administrative Agent and Issuing
Lender and a syndicate of US financial institutions for a 3-year Term Loan of $230.000.000 plus a
committed Revolving Credit Facility (RCF) of $50.000.000. The Term Loan will be payable in
consecutive quarterly installments commencing December 31, 2022 with the balance thereof payable
in full on July 27, 2025. The annual amortization rate is 5% for the first two years and 10% for the
third year, and the proceeds will be used for the immediate repayment of 100% of the $254.042.911
PIK Toggle 2025 Notes issued by Intralot, Inc. plus accrued interest up to the payment day August
8, 2022. Under the current financial metrics, the indicative expected financial benefit from the
refinancing of the PIK Toggle 2025 will be in excess of $5.000.000 per annum.
On August 1, 2022 INTRALOT announced that, after the completion of the share capital increase, its
share capital now amounts to €111.401.100, divided into 371.337.000 common registered shares,
with voting rights, with a nominal value of €0,30 each.
On August 2, 2022 INTRALOT, following a notifications received by Mr. Soohyung Kim and the
company “Acme Amalgamated Holdings, LLC” on 1.8.2022, announced that the company under the
trade name “CQ Holding Company, Inc.”, acquired 122.182.840 common registered shares of
INTRALOT and the corresponding voting rights, which represent 32,90% of INTRALOT’s total voting
rights, through its participation in INTRALOT’s share capital increase. Therefore, CQ Holding
Company, Inc. owns in total 122.182.840 common registered shares in INTRALOT, corresponding to
32,90% of the total voting rights. CQ Holding Company, Inc. is a company controlled by “Standard
General Management, LLC”, which in turn is controlled by “Acme Amalgamated Holdings, LLC”, which
is ultimately controlled by Mr. Soohyung Kim.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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On August 3, 2022 INTRALOT (or “Issuer”), further to the notifications of the company
«ALPHACHOICE SERVICES LIMITED, of Mr. Sokratis P. Kokkalis, and of the company “K-SYSTEMS”
dated 02/08/2022 in relation to the voting rights of these entities on the shares of the Issuer, notified
that on 01/08/2022 «ALPHACHOICE SERVICES LIMITED», a company which is controlled by «Κ
-
GENERAL INVESTMENTS AND SYSTEMS
ΜΟΝΟΠΡΟΣΩΠΗ ΑΝΩΝΥΜΗ ΕΤΑΙΡΕΙΑ ΣΥΜΜΕΤΟΧΩΝ» (δ.τ.
“K-SYSTEMS”), sole shareholder of which is Mr. Sokratis P. Kokkalis, acquired 78.776.368 common
registered shares, with voting rights, issued by INTRALOT, through its participation in INTRALOT’s
share capital increase. Therefore, the percentage of the direct voting rights of the company
«ALPHACHOICE SERVICES LIMITED» on INTRALOT’s shares amounts to 32,424% of the total voting
rights of the Issuer (i.e. 120.401.087 voting rights in a total of 371.337.000 voting rights of the
Issuer), against a previous percentage 28,023% of the total voting rights of the Issuer, while the
percentage of the total voting rights of Mr. Sokratis P. Kokkalis on INTRALOT’s shares amounts to
32,424% of the total voting rights of the Issuer, of which 1.281 direct voting rights and 120.401.087
indirect voting rights in a total of 371.337.000 voting rights of the Issuer, against a previous
percentage 28,023% of the total voting rights of the Issuer, through the above controlled companies.
On August 10, 2022 further to the announcement of July 29, 2022, INTRALOT announced that on
August 8, 2022 its US subsidiary Intralot, Inc. fully redeemed the Senior Secured 2025 PIK Toggle
Notes (the Notes) utilizing proceeds from a syndicated three-year Term Loan and a Revolving Credit
Facility signed on July 28, 2022 with a syndication of US banks. As a result of the redemption, all of
the 2025 Notes have been cancelled.
Significant Events after the end of the FY22 - until the date of the Financial Statements
release
On February 15, 2023 INTRALOT S.A. announced that Mr. Nikolaos Nikolakopoulos steps down as
Member of the Board and Deputy CEO in order to become CEO of its 100% subsidiary “INTRALOT,
Inc.” in the United States.
On March 2, 2023 INTRALOT (the “Company”) - following the notifications received by Mr. Soohyung
Kim and the company “Acme Amalgamated Holdings, LLC” – announced the transfer through a
transaction of 122.182.840 common registered shares in the Company and the corresponding voting
rights which represent 32,90% of the Company’s total voting rights, from the company “The Queen
Casino & Entertainment Inc.” (former “CQ Holding Company, Inc.”) to the company under the trade
name “CQ Lottery LLC”, and therefore “The Queen Casino & Entertainment Inc.” no longer owns
shares in the Company. “CQ Lottery LLC” is a company controlled by “The Queen Casino &
Entertainment Inc.” which is a company controlled by “Standard General Management LLC”, which
in turn is controlled by “Acme Amalgamated Holdings, LLC”, which is ultimately controlled by Mr.
Soohyung Kim.
On March 21, 2023 INTRALOT announced that Mr. Fotis Konstantellos steps down as Member of the
Board and Deputy CEO. He is replaced as Member of the BoD by Mr. Konstantinos Farris who will
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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13
also assume the position of Group Chief Technology Officer. Mr. Farris had served as CTO of
INTRALOT in the years 1997-2016.
Also, on March 21, 2023 INTRALOT announced the appointment of Mr. Richard Bateson as Chief
Commercial Officer of its 100% subsidiary “INTRALOT, Inc.” in the United States. Mr. Bateson will
be joining the US senior management team reporting directly to INTRALOT US’s CEO.
As an industry
leader, Mr. Bateson has worked as both an operator and vendor within the lottery sector. With over
20 years of lottery experience, has worked within Camelot’s group of companies in both the UK and
North America. More recently Mr. Bateson has been a consultant to various companies including
Jumbo Interactive, Teneo and Camelot UK Lotteries Ltd. As a former President of EuroMillions, he
brings an extensive knowledge of European and North American experience to his new role and will
be working with the senior management team to enhance INTRALOT's business in North America.
On April 6, 2023 INTRALOT announced that its U.S. subsidiary, “INTRALOT, Inc”, signed a 3-year
contract, including an option of three annual extensions, with British Columbia Lottery Corporation
(BCLC) for the provision of its next-generation sports betting platform INTRALOT Orion and relevant
managed services, to enable the operations and management of BCLC’s retail sportsbook.
Economic Conditions
Economies around the world are navigating through a challenging period of inflationary pressures
and rising interest rates that weigh on economic growth and create a wide range of implications on
businesses. Increased interest rates have a direct impact on the financing servicing costs of the
Intralot Group, while the outlook is that central banks will not start to ease their monetary policy
before the end of 2023.
High inflation levels are tightening financial conditions in most regions, impacting most industries.
The indirect effects on our Group’s business activities from the flagging economic growth and the
increase in operating expenses due to wage inflation pressures cannot be overlooked.
The geopolitical tension arising from the war in Ukraine with the energy crisis, the supply chain
disruptions and the rising inflation are factors that are expected to determine the economic outlook.
Although our Group does not have exposure in terms of operations or dependency on suppliers in
Ukraine and Russia, the potential risks from the reduction in the household disposable income and
the possible increase in operating expenses due to inflationary pressures cannot be overlooked.
The Management of the Company closely monitors geopolitical and economic developments and is
ready to take all the necessary measures for protecting its operations.
Business Activities
INTRALOT is a global leading supplier of integrated gaming systems and services, being well
diversified geographically and with a balanced presence in both developed and developing markets
as well as a leading market position in licensed gaming in most of the highly regulated markets in
which we operate. INTRALOT develops and delivers technology-based products and services for the
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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worldwide gaming, lottery, sports betting, and digital gaming industries. We report our business
activities in three business divisions – Technology and support services, management contracts and
Licensed operations – representing our different contractual activities.
Value chain of gaming market
The Group, under its contracts and licenses, functions both as a Business to Consumer (“B2C”)
operator, managing frontline customer facing activities, as well as a Business to Business
(“B2B”)/Business to Government (“B2G”) operator, managing the back office and support activities
of the value chain for other “B2C” operators, which may be public and/or state owned. In practice,
INTRALOT, under its “B2B/B2G” operator hat, provides hardware and software solutions as well as
operational support services to “B2C” operators. Spanning end to end the gaming value chain offers
INTRALOT a distinctive advantage as it has helped the Group to transfer knowledge and best practices
from its “B2C” to “B2B/B2G” operations and vice versa.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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Contractual Arrangements
Typically, “B2B/B2G” and “B2C” engagements are carried out under three types of contractual
arrangements, namely
technology contracts
,
management contracts
and
licensed operations
.
The following table summarizes the principal products and services provided in each of our business
activities:
Technology and
Support
Services Contracts
Management Contracts
Licensed Operations
Description
Provision of:
• Central gaming system
• Lottery terminals
• Telecommunications
system/solutions
• Related peripheral
equipment and
software
• Implementation
services and/or
• Maintenance and
support services
• Monitoring systems for
VLT operations
Management of all the
aspects of a gaming
operation:
• Provision of technology
solutions as described
under “Technology and
Support Services
Contracts”
• Day-to-day operations
• Marketing services
• Sales network
development and
management and/or
• Risk
management/odds
setting for sports
betting games
Ownership of a license to
operate games including:
• Management of
services as described
under “Management
Contracts” and/or
• Provision of technology
solutions as described
under “Technology and
Support Services
Contracts”
Holder of
License
State or state-licensed
operator maintains the
license
State or state-licensed
operator maintains the
license
We or our associates
maintain the license,
which is acquired from a
competent local/state
government authority
Key
Geographies
United States, Greece,
Australia, New Zealand,
Canada, and Argentina
United States, Turkey
Argentina
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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Other
Geographies
Croatia, Chile,
Netherlands, Ireland,
Germany, Malaysia,
Taiwan, Philippines and
Peru
Morocco
Our key geographies set forth in the table above represented 87,6% of our EBITDA in the twelve
months ended December 31, 2022.
The following group of diagrams sets forth our revenue by business activity and region for the twelve
months ended December 31, 2022:
The following view presents our percentage of revenue, revenue net of payout, and EBITDA, per
business activity, for the twelve months ended December 31, 2022:
22,7%
11,8%
7,5%
12,9%
14,7%
15,6%
64,4%
73,5%
76,8%
Revenue %
GGR %
EBITDA %
TECHNOLOGY & SUPPORT
SERVICES
MANAGEMENT CONTRACTS
LICENSED OPERATIONS
Americas;
72,6%
Europe;
17,5%
RoW;
9,9%
TECHNOLOGY & SUPPORT SERVICES
Americas;
11,3%
RoW;
88,7%
MANAGEMENT CONTRACTS
Americas;
50,8%
Europe;
49,2%
LICENSED OPERATIONS
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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Game Categories
Our services are offered across 5 distinct gaming market products, namely:
•
Lottery Games
, include the operation and supply of technology services for numerical
and traditional lottery games, instant tickets and fast draw games.
•
IT Products and Services
, include technology and operational services to state and
state-licensed organizations.
•
Sports Betting
, includes the operation, supply of technology, bookmaking, and risk
management services.
•
Video Lottery Terminals/Amusement with Prizes Machines
, include solutions
and services for VLT monitoring, gaming venues and server-based gaming.
•
Racing
, includes technology, content, and integrated services for pari-mutuel and
fixed odds race betting on horse and dog racing events, as well as virtual games.
The following diagrams sets forth our revenue by type of game and activity for the twelve months
ended December 31, 2022:
INTRALOT Solutions, Products and Services
Product Strategy
INTRALOT develops and provides an integrated portfolio of innovative gaming technology products
and services that follows Product & Technology evolution and is affected to a great degree from the
company's R&D programs, customer feedback, marketing and general market trends in the gaming
industry. Hence, the company’s ecosystem of holistic omni-channel solutions, that focus on the
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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players’ needs and offer advanced customer experience, has further evolved in 2022 across all the
distribution channels (retail, online, mobile) and verticals.
Responding to our customers’ challenges and needs, the Company’s product strategy is to accelerate
growth through INTRALOT’s technology and services. INTRALOT solutions play a fundamental role in
our customers’ ability to deliver products and services that boost revenues while protecting players’
and abide to regulatory requirements. INTRALOT’s product strategy allows its customers to achieve:
•
Distribution channels’ expansion and easy access to play
•
Games Portfolio enhancement and quick time to market
•
Offering a variety of marketing activities and promotions
•
Real time reporting for well informed decisions & actionable insight
•
Agile delivery & technology/product evolution
•
Operational excellence & business continuity (high availability, scalability, integrity & more)
Lottery Solution & Lotos X
INTRALOT’s Lottery Solution, currently deployed in 37 Lottery operations worldwide, is tailored to
suit the needs of regulated Lotteries globally, catering to customers’ needs across all channels and
is an all-in-one solution that fully covers the needs of managing an online and retail Lottery operation.
INTRALOT’s Lottery Solution is an omnichannel solution that can serve both retail and digital worlds
as it consists of the
Lotos X platform
, our cutting-edge lottery game platform for centralized end
to end management of all lottery products (numerical, passive or instants) including Lotos Promotions
and Lotos Instant Game Management System and of
i-Lottery,
including digital channel of website
portal and mobile application, and PAM (Player Account Management) system.
Lotos X
platform currently deployed in 4 major European Lottery operators, provides efficient
centralized end to end management of all lottery products across multiple sales channels. Lotos X
platform allows easy configuration and parametrization of any Lottery game in a simplified, wizard-
like manner, with the use of ready-to-launch, preset game templates. What distinguishes Lotos X
from all other lottery solutions currently available in the market is that allows Lotteries to change
any parameter of a lottery game at any given time on the fly and the change will immediately notify
and update all other components in the ecosystem, through orchestrator. This makes Lotos X the
most parametrical, fast and cost-efficient game and draw lifecycle management platform in the
Lottery industry.
Fully compliant and certified, INTRALOT’s Lotos X Lottery Solution is ready to run
in every regulated operation with complete responsibility and safety, according to the industry’s
highest standards.
Sports Betting Solution & INTRALOT Orion
INTRALOT’s Sports Betting Solutions, currently deployed in 12 Lottery & Sports Betting operations
worldwide are also tailored to suit the needs of regulated Lotteries and pure Sports Betting operators
globally. The solution offers among others rich risk management tools, highly automated and efficient
management of events and high frequency markets, derivatives engine that enhance efficiencies and
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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reduce man effort. Our solution comes pre-integrated with all major 3
rd
party data feed providers;
therefore, the coverage is exhaustive and meets the needs of every forward-looking operator.
INTRALOT Orion
platform, INTRALOT’s latest Sports Betting Solution and currently deployed in 4
major European and US Lottery operators is designed to cater for the complete management of fixed
odds sports betting games, both at the operations level, through its extended functionalities for
setting competitions, games, odds, handicaps etc., and at the risk management and decision-making
level, through the real-time monitoring of betting transactions and risk exposures. INTRALOT’s Orion
helps our customers overcome any obstacles and limitations imposed by out-of-date architectures
and legacy systems, by providing:
•
Richer content for all channels: All known Sports, more events, all known markets including
instant markets
•
Risk Management automation through business rules configuration
•
Multiple Feed aggregation
•
Automated event management complemented by the option of manual intervention
•
Front end independence through an open API framework in order to facilitate our
omnichannel vision
INTRALOT enabling platforms and touchpoints described below provide for an end-to-end Lottery
and Sports Betting solution to our customers’ staying aligned with our commitment for Operational
Excellence, Technology Evolution, Integrity and Player Engagement.
INTRALOT Enablers – Available for both Lottery and Sports Betting Solutions
INTRALOT enablers include a set of applications for addressing additional operational aspects of our
customers, outside the two core gaming platforms.
1.
The management of content:
Canvas
Content Management System (CMS) is a powerful
platform for managing the content and UI across multiple touchpoints (websites, mobile
native apps, self-service terminals, retailer terminals, etc.) with build-in personalization and
content optimization features. Includes products of
Canvas Retailer
(POS terminal
application and backend platform) and
Canvas Signage
(content management, delivery and
playout that enrich the retail gaming experience and boost player entertainment and
engagement).
2.
The management of the retailers:
RetailerX
is an end-to-end solution designed to empower
and motivate retailers, while enabling operators to efficiently manage retail network
information, ordering, ticketing and inventory.
3.
The management of the players:
PlayerX
is
a platform managing identifiable players in both
retail and online domains, to maximize their lifetime value and reduce churn.
4.
The management of the devices:
Device Management System (DMS)
manages centrally
all retail network peripherals, while monitoring their performance and identifying any update
or upgrade needs.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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Customer Touchpoints (Operator, Retailer and Player) – Available for both Lottery and
Sports Betting Solutions
INTRALOT is constantly enhancing its Retail and Digital Transformation proposition for its customers
by introducing retail concepts, digital workflows and player journeys that will also accommodate the
new post COVID-19 challenge. To provide a unique player experience and trust, INTRALOT continues
looking into new technologies and ways to connect with the players like AI, IoT, AR, VR, Big Data
analysis etc. and we continue the incorporation of such features in our product portfolio roadmap.
INTRALOT is a 'one-stop-shop' for any organization looking to expand in the Lottery or Sports Betting
business, either in the retail or online space. The most popular touchpoints INTRALOT provides
solutions for are:
•
Retailer terminals
: A wide range of bespoke terminals used by the retailer/clerk in any
type of retail store (e.g., shop-in-shop, in-lane, dedicated store).
•
Self-Service Terminals and Vending Machines
: A wide range of player terminals that
deliver a thrilling gaming experience by dispensing actual products (scratch tickets, betslips
& playslips) either in-store or in semi-attended spaces.
•
Portal websites and mobile applications
: Digital channels for playslip preparation and
real-money gaming.
Retailer terminals (used by the retailer/clerk, for any type of retail store)
INTRALOT’s terminals for the retailer, combine robust technology for serving the advanced needs of
the retail channel, with innovative industrial design, and enhanced ergonomics and usability.
PhotonX,
is INTRALOT’S latest retail flagship terminal, awarded as Lottery Product of the Year 2020
that revolutionizes lottery and betting retail operations. PhotonX inherits INTRALOT’s patented and
field-proven camera technology for flawless playslip reading and maintenance-free operation. In the
category of all-in-one terminal, INTRALOT’s is present with
Proton,
compact and camera-based
lottery terminal that offers the benefits of the digital reading technology in a minimum retail footprint.
Genion
is a multi-functional solution that can serve as, among other things, a game validation and
payment terminal and an online and scratch ticket checker.
Vending Machines
INTRALOT offers different flavors of Vending Machines with both digital touchscreen monitors or
traditional button case, to cater for different Lottery operators’ needs. Our vending machines offer
different instant ticket capacity options varying between 12, 25, 30 and 40 ticket bins, leading the
lottery industry, being always the first to introduce the largest ticket capacity machine in the market.
DREAMTOUCH
family and
WINSTATION
vending machines are carefully designed in several
shapes, with different footprint and height, to best fit retailers need per trade type (i.e.: large
supermarkets, small grocery stores, bars, tobacco stores, gas stations etc.). Featuring player touch
screens for game selection, ticket checking and validation mechanisms of printed or digital (mobile
screen) playslips, video advertising screens, payment methods including cashless and contactless
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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payment, modular player participation methods, security features and age verification, INTRALOT’S
Vending Machines consists one of our core product segments.
Self-Service Terminals
The Self-Service terminals come in a wide range of options and can be combined with the right
frontend and backend platforms as well as peripherals (play slip scanner, bar code reader, high speed
thermal printer, smart-card reader, bill validator, coin acceptor and cashless payment device) to best
serve the distinct needs of each player and retailer.
MPNG
is the most successful Multi-Purpose Self-
Service Terminal with a compact and ergonomically design and minimal footprint mainly famous in
US. Its autonomous functionality and multiple integrated participation methods allow it to act as an
advanced stand-alone play point that minimizes counter queues, increasing customer satisfaction.
Services
Our offered services cover the whole spectrum of the day-to-day operational activities of lottery
organizations and are categorized into the following areas:
•
IT Professional Services
•
Technical Support
•
Game Operations
•
Sports Betting – Managed Trading Services
•
Sales & Marketing Services
GDPR compliance
INTRALOT has established personal data protection as a strategic priority towards ensuring player,
customer, employee, partner, and shareholder trust. INTRALOT's Data Protection Framework
addresses the requirements of the EU General Data Protection Regulation (GDPR). The Framework
combines organizational, procedural, and technical controls for serving the rights of data subjects in
a multidimensional manner, considering internal and external stakeholders. To achieve that,
INTRALOT has combined Privacy Good Practices, its Enterprise Risk Management Framework for
managing related risk and for conducting Data Privacy Impact Assessments, as well as its Cyber and
Information Security Frameworks. The later focus on the identification of Information Security needs,
Data Protection as well as Incident detection, response, and recovery, customized to the
requirements of GDPR. Privacy by design has traditionally been a core element of INTRALOT products
and services, while the data subject remains at the epicenter, being served with transparency and
respect.
Demonstrating its commitment to systematically protect personal data within its Information Security
Management System, INTRALOT implements specific rules and controls in the following areas:
•
Organizational controls (e.g., a Data Privacy Officer in all Group companies with over 250
employees).
•
Risk assessment and data identification (e.g., risk assessment of products and operations).
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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•
Technical controls (e.g., maintain encrypted backup of personal data).
•
Operational controls (e.g., strictly prohibit transfer of personal data outside a jurisdiction,
unless written authorized by the Group Legal Counsel and the Group Information Security
Officer).
•
Contractual controls (e.g., data processing according to a contract or other legal act).
Research & Development
INTRALOT’s R&D general objective is the constant improvement and further development of its
gaming systems, services and products, and the introduction of innovation in company divisions,
Group members and customers. In this effort INTRALOT consistently invests a substantial amount of
dedicated and non-dedicated resources in R&D programs, which foster emerging technologies and
promote innovation in the gaming market.
INTRALOT’s rich history of technology advancement and innovation has brought international
recognition in the gaming market. Our R&D programs and the harmonious collaboration with third
party vendors as well as innovative products and solutions considerably contribute to the
advancement of the gaming industry.
Apart from in-house R&D, INTRALOT is cooperating with leading educational institutions and
Technology Vendors and has established Development Centers in the US and Greece.
As of December 2022, INTRALOT holds 191 granted patents, while there are 6 additional active
patent applications pending in various stages. Our most recent patents include methods and systems
for enabling personalized game betting and lottery playing, new game types as well as the design of
various types of terminals (i.e., multi-purpose new generation terminal, full self-service terminal,
vending machine, retailer next generation terminal).
BUSINESS REVIEW
Industry Overview & Market Drivers
Global gaming market
Overview
The gaming industry comprises of lottery games, casinos, sports betting, bingo, horse racing, gaming
machines and online gaming. According to H2GC, revenue net of payout (“GGR”), which constitutes
gross turnover in respect of gaming activities less the amount paid out to players as winnings but
including bonuses, is estimated to have grown to €437,7 billion in 2022, from €388,7 billion in 2017,
representing a CAGR of +2,4%.
Overall, 2022 is the first year after the COVID-19 pandemic when most regions and game verticals
have continued their upward trend in performance, now in higher levels when compared to 2019,
with the total gaming market estimated to have grown significantly by +16,9% in 2022. The game
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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category that marked the highest y-o-y growth rate in 2022 was Gaming machines and Sports Betting
at +24,5% (€71,5 billion) and +21,0% (€64,9 billion) respectively.
In terms of growth, according to H2GC, the Global gaming market is estimated to grow at a high
rate of +6,1% CAGR 2022p-2027e.
Online market trends
Online gambling, via desktop, mobile and iTV, has reached a penetration of approximately 23,3% of
the total projected 2022 Global GGR (€102,1 billion) and is estimated to reach 30,0% by 2027
(€176,6 billion) following a CAGR 2022p-2027e of +11,6%.
Source: H2 Gambling Capital, Global Summary Feb ’23. Data for Fiscal Years 2022-2027 are
estimated by H2G
C.
The contribution of mobile gaming to total Online GGR is estimated at 44,4% (€45,4 billion) for 2022
and is estimated to reach 53,1% (€93,8 billion) of total estimated Online GGR for 2027, showing an
increasing annual growth rate in GGR of +15,6%.
Online Betting is the strongest product of the total online GGR and accounts for 53,7% (€54,8 billion);
followed by Casino (27,9%) and State Lotteries (12,0%). Casino, State Lotteries and Betting are the
products with the expected highest potential for growth with +14,4%, +13,5% and +10,3% CAGR
in 2022p-2027e respectively.
Betting, that contributes the highest share of 61,2% (€27,8 billion) in total mobile estimated GGR in
2022, is expected to grow at a rate of +14,1% CAGR 2022p-2027e. On the other hand, Lotteries
with a share of 10,2% (€4,6 billion) are expected to grow with a high pace, that of +18,4% CAGR
2022p-2027e.
The projection for 2022 shows that Europe holds the leading position in the global Online GGR, with
a share of 44,0% (€44,9 billion). Though the sharp growth rates of expansion are expected by North
America, which is the third top contributor to global GGR (17,7%) and has the potential to drive the
online market due to expectations that various ongoing legal changes will continue taking place in
the current legal framework across U.S. in both Sports Betting and Lotteries.
Gaming market trends by product
Our addressable market includes lottery games, sports betting, horse racing, gaming machines,
interactive gaming, and other activities, such as bingo. Casinos (incl. Native American gaming) are
excluded.
Total Global GGR
(€bn)
2017
2018
2019
2020
2021
2022p
2023p
2024p
2025p
2026p
2027p
CAGR
22-27
Land-based
343,0 357,9 359,3
258,2
283,0 335,6 372,8
380,6 390,5 401,2 411,9
4,2%
Online
45,7
51,8
59,1
73,6
91,5 102,1 113,4
130,0 147,7 162,1 176,6
11,6%
Global Total
388,7 409,7 418,4 331,8 374,5 437,7 486,3
510,6 538,2 563,2 588,5
6,1%
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
24
For the following 5 years, the game verticals that are estimated to bring the highest growth are
Sports Betting and Casino with +9,1% and +8,4% CAGR 2022p-2027e respectively. Lottery games
that represent the most traditional segment and have historically attracted the largest number of
players were projected to have contributed to 28,3% of the total estimated gaming market in 2022
(€123,8 billion) and for the following 5 years, according to H2GC, are estimated to grow at CAGR for
the period 2022p-2027e of +4,0%, with the most notable performer in terms of CAGR being the U.S.
Lottery, with +5,1% CAGR, and more specifically with +27,3% in Online Lottery, due to the offering
of the games Online by even more state Lotteries.
Gaming market trends by region
From a regional perspective, the top contributor to global GGR, North America, is estimated to keep-
up with the global growing trend with CAGR 2022p-2027e of +6,1% due to the growing trend of the
U.S. gaming market at +5,7% CAGR. More specifically, the new offering of U.S. Sports Betting in
both channels is estimated to follow a CAGR of 2022p-2027e of +17,3%, while the Online offering
esp. in Casino, Poker, and Lottery products a CAGR of at 30,4%, 29,7% and 27,3% respectively.
Source: H2 Gambling Capital, Global Summary Feb ’23. Data for Fiscal Years 2022-2027 are
estimated by H2G
C.
Our Strategies
Deliver best-in-class technology solutions and maintain leadership in technology
innovation
The most important element of our sustainable growth strategy is to maintain our industry leadership
in technology and innovation. This core strategy of INTRALOT emanates from the fact that lottery
and gaming is a technology and supply driven industry and thus technology innovation drives growth.
In this sense, we strive to develop leading technology solutions for lottery, sports betting, iLottery
and gaming machine monitoring, through investing in R&D activities that foster innovation and focus
on early adoption of industry shaping trends.
Some examples of our R&D program results is the next-generation of our gaming platforms and
products, specifically the LotosX platform ecosystem, the INTRALOT Orion, our new omni-channel
sports betting platform, the PhotonX lottery terminal, and most recently our natively omni-channel
iLottery solutions which offer a wide range of engaging interactive lottery games and feature
personalized player experiences through powerful data analytics. Our current R&D focus is on
United States
GGR (€bn)
2017
2018
2019
2020
2021
2022p
2023E
2024E
2025E
2026E
2027E
CAGR
22-27
Horserace
2,1
2,1
2,3
1,8
2,5
2,7
2,7
2,8
2,9
3,0
3,0
2,7%
Sports Betting
1,0
1,2
1,6
2,0
5,0
7,6
9,8
11,6
13,0
14,6
17,0
17,3%
Casino
62,8
65,4
67,5
54,0
66,2
81,3
81,5
88,4
96,9 101,0 105,3
5,3%
Gaming Machines
9,4
10,0
10,2
8,6
10,6
12,8
12,8
12,9
13,3
13,8
14,3
2,3%
Bingo
2,4
2,5
2,6
2,0
2,7
3,0
3,2
3,3
3,4
3,5
3,7
3,8%
Lotteries
24,6
26,1
28,2
27,2
31,8
33,7
36,0
37,5
39,3
41,2
43,3
5,1%
Global Total
102,4 107,3 112,4
95,6 118,9 141,1 145,9
156,5 168,7 177,1 186,6
5,7%
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
25
expanding our iLottery offering, to provide more personalized player experiences and deliver
engaging iLottery content across player segments.
Our R&D efforts have resulted in numerous industry awards and distinctions as well as multiple
technology patents certifying our innovation capability. We are confident that our technology
continues to lead the market as our next generation solutions are already receiving significant market
traction, with contract extensions and new contracts in Europe, North America and beyond.
For more details, refer to Intralot website, section “INTRALOT Solutions, Products and Services \
Research & Development” (
).
Expand our footprint in strategic markets & maintain portfolio diversification
The second element of our strategy is to maintain and expand our contract base with our main focus
being the US market, the current epicenter of industry developments with sports betting and iLottery
regulation evolving across States, while our business development efforts underpin our strategic shift
from emerging markets to mature markets, like North America and Europe.
Since the overturning of PASPA, we have developed appropriate plans to increase our sports betting
footprint in the US, in partnership with our strategic State Lottery clients, and in this sense our
legislative priority is to promote lottery-run sports betting across States. Our current US Lottery
footprint provides us a path to 10 States and the District of Columbia, with a vast addressable
population, and it is our strategic intent to leverage this unique opportunity to create sustainable
value. We believe that the Sports Betting contracts concluded in recent years with State lotteries a
momentum which continued in 2022 with the Ohio State Lottery sports betting contract provide us
with the perfect platform to deliver on this strategic objective.
Our existing Sports Betting operations
in US continue to perform consistently, which proves that our strategy is bearing fruit.
Moreover, in order to maintain the diversification of our contract base in the rest of the world, we
remain vigilant for other opportunities worldwide which we will pursue through partnerships with
trusted local partners, in order to benefit from their leverage and understanding of the local market
dynamics. This approach also provides for sharing financial and operational risks, reducing capital
expenditures, and improving access to local funding and for these reasons we are deliberate and
strategic in the selection of our partners in all such ventures.
Currently our business is well-diversified across the three core business activities of technology and
support services, management contracts and licensed operations. We currently have operations in
39 jurisdictions with 52 active contracts.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
26
EBITDA by Geography in the twelve months
ended December 31, 2022
(1)
(1) Chart figures are presented rounded and countries with negative EBITDA have been excluded
from the presentation.
In the twelve months ended December 31, 2022, our total positive EBITDA (excluding countries with
negative EBITDA) reached €152,0 million. Additionally, in the twelve months ended December 31,
2022, Greek entities represented only 3,7% (2,0% from clients based in Greece) of our revenue.
Furthermore, we benefit from the growing share of contracts in developed markets in our portfolio,
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
27
where we benefit from stable recurring revenue through long-term contracts. We believe that our
concentration on mature and resilient markets allows us to mitigate risks that are specific to certain
markets and regions as well as the cyclical nature of the sports gaming industry. Moreover, we
benefit from strong contract diversity including: 50 technology and support services contracts, which
comprised 73,5% of our revenue net of payout during the twelve months ended December 31, 2022;
two (2) management contracts, which comprised 14,7% of our revenue net of payout during the
same period; and two (2) licenses, which comprised 11,8% of our revenue net of payout during the
same period.
Value creation driven by increased cash flow generation, margin expansion and
improving longer-term revenue visibility
A key component of our sustainable growth strategy is to improve our cash flow trajectory through
the strategic and proactive management of our long-term contracts. We selectively seek to maintain
and enter long-term contracts, that match our stringent profitability and cash generation targets.
These contracts are often for higher margin business activities, such as providing expanded facilities
management or managed services.
We continuously evaluate the profitability of our existing contracts and have selectively disengaged
less profitable contracts. We also aim to enhance revenue visibility and expected cash flow by
entering long-term contracts providing recurring revenue stream stability.
For the year ended December 31, 2022, we estimate that approximately 45,0% (excluding extension
options) of the adjusted revenue for the period was generated through multi-year contracts or
renewable licenses that are available to us until 2027 (although actual revenue that may be
generated in the future from those contracts may increase or decrease). If we take into consideration
the extension options of our contracts, revenue visibility increases to approximately 58,0% until
2027. Adjusted revenue for the revenue visibility estimation, refer to FY22 revenue adjusted for the
contribution of contract discontinuations and one-off revenue recognitions within 2022.
Disciplined capital allocation aimed to optimize our capital structure
By prolonging our existing contract base in strategic markets and by pursuing opportunities and
entering new markets through local partnerships, we aim to reduce our capital expenditures, increase
our operational margins, and obtain access to local financing with more favorable terms.
In addition, following the increased CAPEX requirements of previous years for new contracts
implementation, we seek to maintain a modest financial and growth investment policy focused on
strong liquidity. In addition, we intend to have a disciplined capital expenditure policy with regards
to undertaking projects that meet our investment-return criteria.
Unwavering Commitment to Responsible Gaming, Social responsibility & Integrity
For us, responsible gaming, social responsibility, and integrity is not merely a strategy. These
principles are weaved into the company fabric, and we promote them throughout our global
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
28
operations in any type of engagement. This unwavering commitment, which has been adopted since
the company foundation, is essential for building trust with State Lotteries and competent Authorities
and in turn for renewing our existing contracts and winning new ones with lottery and gaming
organizations in the State-sponsored gaming sphere. Our State Lottery customers and their
Regulators require us to conduct our business with all due integrity and to provide our games securely
and responsibly, and we deliver on these expectations by keeping responsible gaming and player
protection front and center of our thinking.
Financial Review
Financial Highlights
1
On an organic level, the Group’s performance was boosted by the full contribution of our new contract
in Croatia, the return of our operations in Australia to pre COVID-19 levels and the continued cost
containment initiatives at HQ perimeter, fully offsetting the impact from the license expiration in
Malta on early July 2022. EBITDA increase was also affected by the positive FX impact of currency
movements across many key markets (mainly USA and Australia), posting a 11,3% year over year
increase and reaching €122,9 million, from €110,4 million in 2021.
Financial Data
2
(in € million)
FY 2022
FY 2021
%
Change
Revenue (Sale Proceeds)
392,8
414,0
-5,1%
Licensed Operations
89,3
133,1
-32,9%
Management Contracts
50,5
47,5
6,5%
Technology and Support Services
252,9
233,5
8,3%
GGR
343,9
335,3
2,6%
Gross Profit
127,7
113,8
12,2%
Gross Profit Margin (%)
32,5%
27,5%
+ 5,0pps
Operating Expenses
3
(99,8)
(96,0)
3,9%
EBITDA
4
122,9
110,4
11,3%
EBITDA Margin on Sales (%)
31,3%
26,7%
+ 4,6pps
EBITDA Margin on GGR (%)
35,7%
32,9%
+ 2,8pps
D&A
(70,1)
(71,0)
-1,4%
EBT (Profit/(loss) before tax from continuing operations)
29,8
37,1
-19,8%
EBT Margin (%)
7,6%
9,0%
- 1,4pps
NIATMI (Profit/(loss) after tax attributable to the equity
holders of the parent company)
11,9
17,5
-31,9%
1
For additional information on the Group’s performance, please also consult the Management Discussion and
Analysis Report published on our website.
2
The activities of Group subsidiaries in Poland (Totolotek S.A.), Brazil (Intralot do Brazil Ltda), Peru (Intralot de
Peru SAC) and Taiwan (Goreward) are presented as discontinued operations pursuant to IFRS 5 (note
2.31.A.VIII
).
3
Operating Expenses line presented excludes the capital structure optimization expenses.
4
The Group defines “EBITDA” as “Operating Profit/(Loss) before tax” adjusted for the figures “Profit/(loss) from
equity method consolidations”, “Profit / (loss) to net monetary position”, “Exchange Differences”, “Interest and
related income”, “Interest and similar expenses”, “Income/(expenses) from participations and investments”,
“Write-off and impairment loss of assets”, “Gain/(loss) from assets disposal”, “Reorganization costs” and
“Assets depreciation and amortization”.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
29
Revenue, GGR, EBITDA, EBT and NIATMI
Reported consolidated revenue posted a decrease compared to FY21, leading to a total revenue for
the twelve-month period ended December 31, 2022, of €392,8 million (-5,1%).
•
Lottery Games was the largest contributor to our top line, comprising 63,8% of our revenue,
followed by Sports Betting, contributing 14,6%, to Group turnover. VLTs accounted for
12,0% and Technology contracts represented 9,3% of Group turnover, while Racing
constituted 0,3% of total revenue for FY22.
Reported consolidated revenue for the twelve-month period is lower by €-21,2 million year over year.
The main factors that drove top line performance per Business Activity are:
•
€-43,7 million (-32,9%) from our Licensed Operations (B2C) activity line, with the decrease
attributed to lower revenue in Malta (€-51,5 million or -54,0% y-o-y; license expiration early
July 2022), in part offset by higher revenue in Argentina (€+7,7 million or +20,5% y-o-y;
driven by local market growth).
•
€+19,5 million (+8,3%) from our Technology and Support Services (B2B/ B2G) activity line,
with the increase attributed to US operations (€+8,9 million; positively affected by the EUR
depreciation), Croatia (€+5,8 million; driven by the full contribution of our new contract in
late April 2021), Australia (€+5,7 million; triggered by the return from COVID-19 related
slowdown) and a negative impact in other jurisdictions (€-0,9 million; due to services related
sales).
•
€+3,1 million (+6,5%) from our Management (B2B / B2G) contracts activity line, with the
increase driven by Bilyoner in Turkey (€+1,7 million; due to the online market growth),
Morocco (€+0,9 million; led by market growth) and US Sports Betting in Montana and
Washington D.C. (€+0,4 million).
Gross Gaming Revenue (GGR)
from continuing operations posted an increase of 2,6% (€+8,6
million to €343,9 million) year over year, driven by:
•
the increase in the non-payout related GGR (€+23,9 million vs. FY21), following the improved
performance across most key regions, followed by
•
the decrease in the payout related GGR (€-15,3 million vs. FY21), arising mainly from the
lower sales in Malta (-35,2% y-o-y on wagers from Licensed Operations
5
). FY22 Average
Payout Ratio
6
was lower by 2,6pps vs. LY (58,7% vs. 61,3%), significantly affected by the
weighted contribution from our operations in Malta.
5
Licensed Operations Revenue also include a small portion of non-Payout related revenue, i.e. value-added
services, which totalled €6,1m and €4,7m for FY22 and FY21 respectively.
6
Payout ratio calculation excludes the IFRS 15 impact for payments to customers.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
30
Payout
(in € million)
FY 2022
FY 2021
Sale Proceeds from Licensed Operations related to payout
83,2
128,3
Payout
48,9
78,7
Payout (%)
58,7%
61,3%
Total
Operating Expenses
ended higher by €3,7 million (or +3,9%) in FY22 (€99,8 million vs.
€96,0 million), mainly impacted by the negative FX movements, offsetting the cost savings at HQ
perimeter.
Other Operating Income
from continuing operations ended at €24,9 million, presenting an
increase of 15,2% y-o-y (or €+3,3 million), driven by higher equipment lease income in the USA.
EBITDA
7
amounted to €122,9 million in FY22, posting an increase of 11,3% (or €+12,4 million)
compared to FY21. This growth was driven by the improved operating performance across most
markets and the continuous cost containment initiatives.
On a yearly basis,
EBITDA margin on sales
improved to 31,3% (+4,6pps from 26,7% in FY21)
following the improved margins.
Earnings before Tax
in FY22 amounted to €29,8m largely driven by the significant EBITDA
contribution, the lower interest expenses, and the gains on net monetary position, while D&A
remained at the same levels with the prior year. Compared to FY21, Earnings before Tax posted a
decrease of €7,3m, mainly due to the balance sheet optimization transactions one-off impact in the
prior year.
NIATMI
(
Net Income After Tax and Minority Interest
) from continuing operations in FY22 concluded
at €6,3 million, compared to €26,6 million in FY21. NIATMI from total operations in FY22 amounted
to €11,9 million (lower by €5,6 million vs. a year ago). The positive variance of €5,6 million between
continued and total operations is a result of our participation disposal in Taiwan.
7
Analysis in the EBITDA section excludes Depreciation & Amortization, and expenditures related to capital
structure optimization.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
31
Cash Flow & Net Debt
Statement of Financial
Position/Cash Flows
(in € million)
FY 2022
FY 2021
Total Assets
617,1
607,6
Total Equity
-87,7
-115,5
Cash & Cash Equivalents
102,4
107,3
Partnerships
8
19,5
9,7
All other Operating Entities (with
revenue contracts) &
Headquarters
82,8
97,7
Net Debt
490,5
497,2
FY 2022
FY 2021
Operating Cash Flows
96,3
107,6
Net Capital Expenditure
-26,5
-22,9
Operating Cash-flow
in FY22 amounted to €96,3m, decreased by €11,3m, compared to FY21,
mainly impacted by the unfavorable working capital movement due to timing and the negative
variance from tax payments, attributed to the income tax return received on behalf of the parent
company the prior year.
Net Capex
in FY22 was €26,5m, higher by €3,6m compared to FY21, with US projects consuming
most of the CAPEX needs.
Net Debt
, as of December 31st, 2022, stood at €490,5m, decreased by €6,7m compared to
December 31st, 2021. Recent restructuring actions along with delivery of healthy cash flows resulted
in the improvement of net debt position and leverage ratios (Net Debt / EBITDA at 4,0x in FY22 vs.
4,5x in FY21).
Cash and cash equivalents
at the end of FY22 shaped at €102,4 million, decreased by €5,0 million
vs. FY21.
The Group’s financial covenant with respect to Net Debt to EBITDA (Leverage ratio) is:
Financial Covenants
FY 2022
Leverage ratio
4,00
8
Refers to stakes in Turkey (Bilyoner & Inteltek) and Argentina
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
32
Our Key Gaming Markets Performance
9
United States and Canada
In the United States, we provide technology and support services to state lotteries through our
subsidiary Intralot Inc., which was established in December 2001. We are one of the only three
vendors who hold contracts with the state lotteries for the supply of online gaming systems, retailer
communication networks, and point of sale equipment, such as terminals and vending machines. We
became the first non-U.S. company to win a tender for the supply of lottery systems, when we won
a contract to supply the Nebraska state lottery in 2003. Intralot Tech, a 100% subsidiary of Intralot
Inc., was established in 2019 as USA’s development hub in Greece and complements its existing
central functions in Atlanta and Mason.
In the continental US, we currently operate 11 contracts in 11 states, holding contracts for the supply
and operation of online lottery gaming systems in Illinois, Ohio, Louisiana, Arkansas, New Hampshire,
Idaho, Wyoming, Montana, New Mexico and Washington, D.C. We also hold a contract for the
provision of central monitoring services for more than 29.000 Coin Operated Amusement Machines
in Georgia. In Ohio, in addition to providing the central systems, terminals, equipment, vending
machines and retailer network communications, we also provide central monitoring services for seven
racinos operating video lottery terminals (VLTs). Furthermore, in May 2019 INTRALOT entered in the
Canadian market through a new contract with the British Columbia Lottery Corporation, which
operates lottery on behalf of the Government of British Columbia, for the provision of software,
hardware, and support services.
2020 marked the year when INTRALOT broke ground in the newly regulated and prominent US Sports
Betting market. In early May, “Sports Bet Montana” in Montana of USA was launched. INTRALOT
deployed in Montana its new INTRALOT Orion sports betting platform to enable the Montana Lottery’s
sports wagering self-service terminals and mobile sports wagering offering. In addition, INTRALOT
provides to the Montana Lottery a complete suite of services, such as Managed Trading and Marketing
Services (MTMS) and Customer Support (CS). Then, in early June 2022, the Digital Sports Betting
solution in Washington, DC, was also launched. INTRALOT, as part of its current contract with the
DC Lottery, deployed its new INTRALOT Orion sports betting platform to enable the GambetDC mobile
and desktop sports betting offering. Finally, on December 20th, 2022, INTRALOT signed a five-year
contract with the Ohio Lottery to implement its INTRALOT Orion Sportsbook solution. The project
went live in January 2023.
We have a strong track record in renewing and extending our contracts in the US, thus securing a
long-term presence in the country. More specifically, in July 2018, Intralot announced a five-year
extension to its current gaming systems contract with the New Hampshire Lottery Commission,
through June 2025. In addition, in November 2018, we renewed our contract with the New Mexico
9
Financial figures refer to the subsidiaries’ contribution to the Group and exclude non-operating entities in each
of the countries presented.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
33
Lottery for 2 more years, up to November 2025. In October 2020, a contract extension was signed
through 2029 to continue Intralot Inc.’s six-year partnership with the Georgia Lottery Corporation,
providing advanced services for the operation of its COAM (Coin Operated Amusement Machines)
project. One more development as per contracts extension was realized in June 2021, with the
renewal of the existing contract with the Ohio Lottery Commission until June 2023. Furthermore, in
late 2021, Intralot Inc. renewed the current contract with the Wyoming Lottery until August 2029.
Additionally, in late March 2022, Intralot Inc. extended the existing contract with the Montana Lottery
up to March 2026.
In 2022, our sales in the United States reached €163,4 million, posting an increase of 6,0%, over
the prior year, when our revenue amounted to €154,1 million. Sales were positively affected by the
EURUSD movement (-11.0% versus a year ago – in average terms). In local currency, current year
results posted a -5.7% y-o-y decrease mainly due to lower merchandise sales. Revenue of the United
States and Canada for the twelve months ended December 31, 2022 represented 41,6% of the
Group’s total revenue.
Key Consolidated Financial Figures
FY 2022
FY 2021
Δ%
(in € million)
Revenue
163,4
154,1
6,0%
GGR
163,4
154,1
6,0%
EBITDA
73,9
74,5
-0,8%
CAPEX (Paid)
18,0
13,1
37,2%
Key Standalone Balance Sheet Figures
FY 2022
FY 2021
Intralot Inc
(in € million)
Assets
250,9
265,9
Liabilities
246,4
263,1
Cash – Cash Equivalents
23,6
45,2
DC09 LLC
(in € million)
Assets
8,1
10,1
Liabilities
16,8
17,6
Cash – Cash Equivalents
1,5
2,8
Intralot Tech
(in € million)
Assets
1,4
0,6
Liabilities
0,7
0,2
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
34
Cash – Cash Equivalents
0,1
0,1
Greece
In Greece, we provide technology support and support services for the operation of private gaming
and the lottery through Intralot S.A., our parent company. Originally incorporated in Athens in 1992,
we won our first domestic contract in 1993. We currently operate three contracts in Greece.
As the center of our Global operations, Greece is also home to our betting-trading center that controls
our global fixed odds betting activity, and significant research and development programs
(Technology Hub), as well as our corporate Headquarters which supports the wider INTRALOT
ecosystem, employing approx. 400 employees at the end of December 31
st
, 2022. As such,
Headquarters expenses serve the different projects of INTRALOT S.A, including among others the
Greek projects, but most of the effort is distributed towards servicing and supporting the pipeline of
won and upcoming contracts, as well as supporting INTRALOT’s subsidiaries and R&D efforts.
Our relationship with Greek Organization of Football Prognostics S.A. (OPAP) began in 1999. On July
31
st
, 2018, the old OPAP contract ended, and the two parties continue their cooperation under a new
contract, specifically in the field of numerical lotteries games, resulting in a smaller contract value
due to the limited scope. The new contract is a 3-year contract that also includes an option for OPAP
to renew for an additional two years. On January 14
th
, 2021, INTRALOT announced the extension of
its partnership with OPAP. More specifically, OPAP exercised its two-year extension option of the
contract with INTRALOT for the continuation of the collaboration of the two companies in the field of
numerical lotteries and services from August 2021 to July 2023.
Furthermore, on December 2, 2021,
we extended our current contract with OPAP for an additional year, up to 31
st
of July 2024.
Additionally, in July 2022, the existing contract with OPAP was further extended until 31
st
of July
2025 with a one-year extension option. These extensions allow INTRALOT to continue providing its
state-of-the-art Lottery Solution, that incorporates its novel core platform “LotosX”, launched with
great success in 2019, along with several other components and high-quality services.
In the first half of 2021, INTRALOT sold its 20% stake in Intralot de Peru SAC for a cash consideration
of USD21 million to Nexus Group, along with a three-year extension of its current contract with
Intralot de Peru SAC through 2024, related to the provision of gaming technology and support
services. The net cash consideration, after taxes and transaction expenses, amounted to USD16,2
million.
Revenue from Greek operations in 2022 was €14,5 million, compared to €13,4 million in the
respective period of the prior year, accounting for 3,7% of the Group’s total revenue in the twelve
months ended December 31, 2022.
Key Consolidated Financial Figures
FY 2022
FY 2021
Δ%
(in € million)
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
35
Revenue
14,5
13,4
7,9%
GGR
14,5
13,4
7,9%
EBITDA
-18,3
-28,1
34,9%
CAPEX (Paid)
2,8
1,9
46,1%
Key Standalone Balance Sheet Figures
FY 2022
FY 2021
INTRALOT SA
(in € million)
Assets
470,0
344,5
Liabilities
322,0
306,9
Cash – Cash Equivalents
6,1
8,3
Intralot Services SA
(in € million)
Assets
0,0
0,3
Liabilities
0,0
0,0
Cash – Cash Equivalents
0,0
0,0
Betting Company SA
(in € million)
Assets
8,1
6,3
Liabilities
3,9
2,4
Cash – Cash Equivalents
0,7
0,4
Intralot Interactive
(in € million)
Assets
0,0
0,1
Liabilities
0,0
0,1
Cash – Cash Equivalents
0,0
0,1
Argentina
In Argentina, we provide technology support and support services mainly for the operation of lottery
games and sports betting in 10 out of the 23 jurisdictions in the country, and we are the lottery
operator for the Province of Salta. We entered the market when we acquired a majority stake
(50,01%) in our subsidiary Tecno Accion in 2007. We facilitate approximately 7.400 terminals
throughout Argentina and operate approximately 800 terminals in Salta.
Through Tecno Accion, we offer integrated technology solutions for lottery organizations, such as
portable terminals, provide gaming software and trade management systems and communication
consultancy. In Salta, we act as the sole lottery operator in the province, with 12 numerical games.
Our partners in Tecno Accion are HAPSA, the operator of horse racing (and CASINO HAPSA) in Buenos
Aires, and the Inverclub, which manages casinos.
Our revenue from the Argentina facility management business in 2022 reached €18,7 million, versus
€16,7 million in 2021. The lottery operator business generated sales of €45,4 million in 2022,
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
36
compared to €37,7 million in 2021, posting an increase of +20,5%, mainly impacted by local market
growth. Our total revenue in Argentina for 2022 was €64,1 million compared to €54,3 million during
the same period last year. Argentina' s revenue in the twelve months ended December 31, 2022
represented 16,3% of INTRALOT Group’s total revenue.
Key Consolidated Financial Figures
10
FY 2022
FY 2021
Δ%
(in € million)
Revenue
64,1
54,3
18,0%
GGR
40,3
34,5
16,7%
EBITDA
14,9
13,3
11,6%
CAPEX (Paid)
2,4
1,0
149,7%
Key Standalone Balance Sheet Figures
FY 2022
FY 2021
Tecno Accion SA
(in € million)
Assets
13,1
12,2
Liabilities
5,4
4,3
Cash – Cash Equivalents
0,8
1,2
TecnoAccion Salta SA
(in € million)
Assets
5,0
4,7
Liabilities
2,3
2,2
Cash – Cash Equivalents
0,8
2,3
Oceania
We originally entered the Australian market in 2006, where we currently provide technology and
support services in two jurisdictions through our wholly owned subsidiaries Intralot Australia Pty Ltd
and Intralot Gaming Services Pty Ltd.
In Victoria, IGS supplies a remote monitoring system to control over 26.000 gaming machines under
a 15-year contract signed in September 2011 with the State of Victoria. Our monitoring system is
designed to ensure the accurate and uninterrupted monitoring of gaming machine transactions,
single and multiple venue linked jackpot arrangements, and the capture of data and information with
respect to gaming machines for regulatory, taxation, research, and related purposes. In addition,
conformance with the statewide precommitment system (PCS) has been in place since December
2015 and has increased the monitoring of revenue substantially. IGS will operate the precommitment
scheme up to the end of the monitoring license referred above, which expires in August 2027.
10
Argentina figures have been restated based on IAS 29 (Financial Reporting in Hyperinflationary Economies)
as to reflect current purchasing power.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
37
In Western Australia, we provide the information technology and systems support for the Lotteries
Commission of Western Australia (Lotterywest), to enable Lotterywest’s retail and online gaming
sales, through our wholly owned subsidiary Intralot Australia Pty Ltd. Since 2014, we have provided
support services for Lotterywest in its Retail Transformation Program (RTP) and secured an extension
of our ongoing contract till 2026.
In New Zealand, we provide technology and support services through our wholly owned subsidiary
Intralot New Zealand Ltd Operations, which was first awarded the government contract in 2005. To
the government we provide an electronic monitoring system to link approximately 14.479 electronic
gaming machines (EGMs) in more than 1.025 locations. The electronic monitoring system is designed
to guarantee the integrity of games and limit opportunities for fraud. Our contract was extended in
2016 up to 2022, while in 2020 was further extended up to 2025 with a one-year extension option.
Additionally, in 2010 we were awarded the development and operation of an Integrated Gambling
Platform responsible for electronic licensing with the contract ended in February 2021.
Revenue for 2022 from our Oceania operations has increased by +32,3%, amounting to €25,1
million, versus €18,9 million in 2021. The increase in Oceania’s revenue is mainly reflect the return
of operations to pre COVID-19 levels. Revenue from our Oceania operations in the twelve months
ended December 31, 2022, represented 6,4% of INTRALOT Group’s total revenue.
Key Consolidated Financial Figures
FY 2022
FY 2021
Δ%
(in € million)
Revenue
25,1
18,9
32,3%
GGR
25,1
18,9
32,3%
EBITDA
18,1
12,6
43,4%
CAPEX (Paid)
1,4
1,0
40,6%
Key Standalone Balance Sheet Figures
FY 2022
FY 2021
Intralot Gaming Services Pty Ltd (IGS)
(in € million)
Assets
14,5
12,3
Liabilities
9,5
7,3
Cash – Cash Equivalents
3,9
2,1
Intralot Australia PTY Ltd
(in € million)
Assets
6,8
6,5
Liabilities
1,1
0,9
Cash – Cash Equivalents
0,8
0,7
Intralot New Zealand Ltd
(in € million)
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
38
Assets
2,7
2,0
Liabilities
0,8
0,9
Cash – Cash Equivalents
1,5
0,8
Turkey
In Turkey, we currently own approximately 50,01% of Bilyoner, one of the leading online distributors
of sports betting games in Turkey. Bilyoner, along with five other online providers, distributes the
games of Spor Toto. Bilyoner was established in 2003 and had approximately 4,5 million registered
players as of December 31
st
, 2022. Bilyoner’s license agreement was renewed and is valid till
December 2029.
Bilyoner’s revenue increased to €29,6 million in 2022, from €27,8 million over the same period last
year, favored by the continued growth of the online market. In FY22, the local Sports Betting market
expanded 1,7 times y-o-y, with the online segment representing close to 87,0% of the market at the
end of 2022.
Bilyoner’s operations were adversely affected by the local currency devaluation (31,1%
Euro appreciation versus a year ago). In Turkish Lira terms, Bilyoner’s revenue showcased a
+101,9% increase versus 2021 (in Euro terms Bilyoner’s revenue increase by +6,3%). Bilyoner’s
revenue represented 7,5% of INTRALOT Group’s total revenue for the twelve months ended
December 31, 2022.
Key Consolidated Financial Figures
11
FY 2022
FY 2021
Δ%
(in € million)
Revenue
29,6
27,8
6,3%
GGR
29,6
27,8
6,3%
EBITDA
14,0
12,7
10,2%
CAPEX (Paid)
0,2
1,9
-88,2%
Key Standalone Balance Sheet Figures
FY 2022
FY 2021
Bilyoner AS
(in € million)
Assets
71,9
44,5
Liabilities
43,4
40,5
Cash – Cash Equivalents
17,9
6,2
Croatia
We entered the Croatian Market in 2009, when INTRALOT SA and
the State
Lottery HRVATSKA
LUTRIJA D.O.O signed a contract for the supply and maintenance of the i-System interactive gaming
platform and internet games, as well as another contract for the supply and maintenance of e-
Instants games.
11
Turkish figures have been restated based on IAS 29 (Financial Reporting in Hyperinflationary Economies) as
to reflect current purchasing power.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
39
In January 2016, INTRALOT SA passed the contract to Intralot Adriatic, with 100% of the shares held
by INTRALOT SA. Since then, Intralot Adriatic has been into a partnership with the State Lottery
HRVATSKA LUTRIJA D.O.O, for the joint management of the interactive casino business on a shared-
profit basis in Croatia.
On September 2018, following a competitive process, Intralot Adriatic was awarded a 10-year
contract for the supply of new central system, the LOTOS 10 ecosystem for digital, retail and other
distribution channels, gaming terminals as well as related services such as implementation, system
operations, games selection and planning, retailers and players support, repair lab, maintenance and
support services.
Currently, we operate in the verticals of Numerical and Instant games, Betting and Online Casino.
The existing contract is in effect from late April 2021 and will last for 10 years with a two-year
extension option.
In 2022, Intralot Adriatic generated revenue of €11,3 million, while in 2021 the respective revenue
amounted to €5,5 million. The improved performance is attributed to the full contribution of our new
contract that went live in late April 2021. Our total revenue from Croatia for the twelve months ended
December 31, 2022, consisted 2,9% of our Group’s total revenue.
Key Consolidated Financial Figures
FY 2022
FY 2021
Δ%
(in € million)
Revenue
11,3
5,5
105,8%
GGR
11,3
5,5
105,8%
EBITDA
7,0
0,6
1059,0%
CAPEX (Paid)
0,5
1,2
-59,7%
Key Standalone Balance Sheet Figures
FY 2022
FY 2021
Intralot Adriatic d.o.o
(in € million)
Assets
22,2
16,9
Liabilities
19,9
16,3
Cash – Cash Equivalents
2,4
0,3
Looking Ahead
The lottery, sports betting and VLT monitoring industries operated by INTRALOT, following the ease
of the COVID-19 pandemic measures in 2021, have gradually returned to their pre-pandemic
performance and growth trajectories. Today, these industries are presenting significant growth
opportunities, mainly enabled by the value that has been unlocked by new technologies and the wide
adoption of online services, which were significantly promoted during the pandemic, ensuring
centralized control and promoting responsible gaming, as well as the transparency, security and
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
40
integrity of the gaming experience. Digital technology evolution, in combination with regulatory
initiatives towards market liberalization and the regulation of previously restricted forms of gaming,
as well as the changes in player demographics and their spending habits and the digital adoption as
influenced by new technologies, all set the pace of accelerated change.
INTRALOT has all the resources and foundations for a successful course and expects to reap the
benefits of its strategy to invest in digital transformation technologies. Leveraging our leading
position in the provision of Lottery and Sports Betting technology and services, held for two decades,
INTRALOT is intensifying its strategic focus in order to capitalize on the new value created in recent
years by strengthening its online portfolio and increasing demand in the iLottery sector from state
Lotteries in the US and the rest of the world. Technology will be the key enabler towards business
innovation. Our technology is not only highly innovative, but it is also easily scalable, interoperable,
and extensible. Seamless omni-channel player experiences, cost optimization, fast time-to-market,
market reactiveness and all other drivers of increased sales and profitability can be improved by
using our technology as an enabler.
In this context, INTRALOT’s organizational structure evolves with the aim of enhancing its delivery
capabilities and creating a customer-centric service delivery organization, backed by a strong finance
division and an extrovert commercial arm.
Through 2023 we look forward to further engagements to implement projects with our new Lotos X
and INTRALOT ORION platforms, monitoring systems and industry-leading terminal solutions, and to
benefit from the industry appeal of our latest digital solutions powered by our enhanced online
capabilities.
In the US lottery market, which has become a key part of our future growth strategy, we intend to
leverage our position and the strengths of our strategic subsidiary, INTRALOT Inc.
To this end, we
strongly pursue to implement and operate sports betting for our Lottery customers and beyond, and
our performance in Washington DC and Montana proves our capability to successfully operate sports
betting in the growing US Sports betting market, as sports betting legislation advances in more
States where we currently operate and the post-COVID-19 Lottery market shows strong signs of
positive structural change due to new player behaviors and preferences.
The recent launch of the
new Sports Betting project in Ohio, USA further demonstrates INTRALOT's ability to implement and
operate similar projects in challenging markets. In addition, significant growth prospects are
presented in the US VLT monitoring market, which INTRALOT will carefully evaluate in the future by
leveraging its experience in successfully managing two such important projects in Georgia and Ohio,
USA. Finally, the Group's Management will selectively evaluate projects that may offer growth
opportunities in other markets outside the US in its areas of activity, as it has already demonstrated
its ability to respond successfully to the implementation of such projects by leveraging the network
of partnerships it owns or is developing around the world.
A primary enabler of sustainable growth is the further improvement of our capital structure in a way
that will be consistent with our strategy to create long-term value for all stakeholders of the company.
We remain focused on our mission to best address the needs of our customers with state-of-the-art
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
41
products and services, especially in the promising times post COVID-19 pandemic era, and to
generate new free cash flows that will further strengthen INTRALOT's position and will lay the
foundation for its active and dynamic presence in the future based on the new industry trends.
NON-FINANCIAL INFORMATION
INTRODUCTION
The non-financial report covers INTRALOT S.A. and INTRALOT Inc’s. performance (also referred to
as the “INTRALOT” or the “Company”) for the fiscal year that ended on December 31
st
, 2022. This
year, INTRALOT is presenting both qualitative and quantitative information at the Company level.
Cases where data is not available will be highlighted accordingly. This report focuses on specific
topics detailed in Circular 62784/2017 "Non-Financial Information Report" and adheres to the
requirements set forth by Law 4403/2016, Law 4308/2014, and the EU Taxonomy Regulation
2020/852. The report's content pertains to significant environmental, social, and governance
matters:
•
Environmental matters
•
Social and Employee matters
•
Respect for human rights
•
Anti-corruption and anti-bribery matters
•
Supply chain matters
INTRALOT aims to provide stakeholders with a clear understanding of the Company's non-financial
performance, as well as its social and environmental impact. Additionally, the Company has provided
a brief outline of its business model to comply with applicable laws and regulations. The Company
has conducted a materiality analysis, in accordance with the Global Reporting Initiative (GRI
Standards 2021), in collaboration with its internal and external stakeholders. The purpose of this
analysis is to identify the key sustainability issues that are significant to INTRALOT in terms of their
economic, environmental, or social impact, or that affect stakeholder beliefs and decisions regarding
the Company's sustainability performance. These issues are referred to as "material topics." Further
information regarding the material topics identified by INTRALOT will be provided in the Company's
2022 Sustainable Development Report and Communication on Progress (CoP), which is expected to
be published in May 2023.
BUSINESS MODEL
INTRALOT
INTRALOT is a publicly listed company that was established in 1992. As a technology-driven
corporation, INTRALOT is uniquely positioned to offer flexible, reliable, and secure gaming products
and services to lottery and gaming organizations.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
42
Vision
Shaping the future of gaming
Transforming field experience from gaming operations into intelligent solutions that meet customer
needs in the digital era and create value for all stakeholders in sustainable ways.
Mission
•
To deliver innovation driven by experience.
•
To modernize licensed lotteries in today’s digital world and supply them with entertaining
gaming options, exciting omnichannel content, integrated best-in-class technology solutions,
flexible futureproof platforms and added-value services.
•
To operate lotteries in a secure, reliable and transparent manner, by consistently providing
engaging player experiences across all verticals.
As a major actor in the licensed gaming industry, INTRALOT provides integrated gaming systems
and services to customers worldwide. It holds a strong market position in the highly regulated
markets where it operates and is present in 39 jurisdictions around the world. The Company’s lottery
products and services are preferred by several lottery and betting operators worldwide. INTRALOT
creates innovative and customized hardware and software solutions, and provides gaming services
that support lottery, iLottery, betting, Video Lottery Terminals, and racing. The Sustainable
Development Report 2022 of INTRALOT, which is scheduled for release in May 2023, will provide
additional details about the Company's presence and actions.
Risk Management
INTRALOT has adopted a thorough risk management approach which is based on the ERM (Enterprise
Risk Management) Framework, COSO (Committee of Sponsoring Organizations) principles and ISACA
(Information Systems Audit and Control Association) guidelines. ERM at INTRALOT takes a
comprehensive approach to recognizing, evaluating, and controlling risks associated with achieving
its business goals. It also conducts systematic risk assessment and prepares risk mitigation actions
at least once per year. The Company's risk management policy seeks to mitigate the adverse effects
on both its financial performance and broader operational strategy resulting from financial market
uncertainties and fluctuations in costs and sales.
Significant Risks
Source
Impact
Policies and Practices
Financial Risks
Credit risk
Not significant
•
Pursue wide dispersion of customers
•
Set credit limits through signed contracts
•
Set limits on credit exposure to any
financial institution
•
Adopt an internal rating system on credit
rating evaluation
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
43
Liquidity risk
Significant
•
Develop policies to manage and monitor
liquidity to meet obligations
•
Set a system to monitor and constantly
optimize operating and investing costs
Foreign Exchange risk
Significant
•
Achieve
diversification
of
currency
portfolio
Interest rate risk
Not significant
•
Have a balanced portfolio of loans with
fixed and floating borrowing rates
High leverage risk
Moderate
/
Significant
•
Set specific consolidated fixed charge
coverage and senior leverage ratio
Operating Risks
Winners’
payouts
in
sports
betting
(Depends
on
the
outcome of the events)
Moderate
•
Establish a betting center in Greece to
control global fixed odds betting activity
and payout policy in real-time
Gaming sector and economic
activity
Moderate
•
Diversify portfolio through international
expansion
•
Reduce dependency on the performance
of individual markets and economies
Gaming Taxation
Moderate
•
Monitor and evaluate changes in taxation
Regulatory risk
Significant
•
Rely on government licenses
•
Monitor
changes
in
the
regulatory
environment
Technological changes
Significant
•
Properly respond to technological changes
•
Timely develop or license innovative and
appealing cost-effective products
•
Invest in R&D to develop innovative
products
Emerging markets risk
Significant
•
Monitor
social,
political,
legal,
and
economic conditions in countries of
operations
Competition
and
margin
squeeze
Significant
•
Aim to renew long-term contracts
Environmental Risk
Moderate
•
Identify best practices and implement
environmentally friendlier initiatives
•
Reduce waste and improve recycling rates
•
Reduce use of physical resources (e.g.,
paper, ink).
•
Measure the environmental impact
Risk of COVID-
19 Pandemic
(Depends
on
its
duration,
government restrictions in key
jurisdictions and the current and
subsequent
economic
disruption)
Not Significant
•
Closely
monitor
the
developments
regarding the pandemic
•
Follow the gu
idance from local health
authorities
•
Observe
requirements
and
actions
implemented by local governments
•
Implement emergency plans to reduce
potential adverse effects on employees
and operations
Sustainability Strategy
Corporate Responsibility Framework
INTRALOT's Sustainability strategy (pillars and commitments) focuses on five key areas shaped in
Corporate Responsibility Framework: namely
Economic Sustainability, Responsible Gaming,
Societal Support, Governance and Compliance, Employee Wellbeing
. The Company is
dedicated to following the most effective sustainability practices and regularly evaluating its progress.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
44
INTRALOT aims to ensure that it operates in a manner both ethical and compliant with regulations,
while also prioritizing the wellbeing of its employees. Responsible Gaming is a critical aspect of the
Company's sustainability strategy, as INTRALOT seeks to ensure that its gaming products are safe
and do not contribute to addiction or other negative outcomes. Additionally, the Company is
committed to minimizing its environmental impact through various sustainability initiatives and
reducing its carbon footprint. Finally, INTRALOT aims to contribute to the greater good of society by
supporting local communities and promoting social responsibility through various corporate social
responsibility (CSR) programs. By focusing on these key areas, INTRALOT aims to create sustainable
long-term value for all its stakeholders while also fulfilling its commitment to social and
environmental responsibility. The Company's actions will be further elaborated in the Sustainable
Development Report, which is set to be published in May 2023. The report will provide information
on the Company's sustainable practices and initiatives covering topics as corporate governance,
employee relations, Responsible Gaming, and community engagement among others.
Corporate Responsibility Governance
The CEO, who also acts as the Chairman of the Board, bears the ultimate responsibility for Corporate
Responsibility and Sustainability Strategy within the organization. Yet the Board meetings at present
do not involve any discussions on matters related to Corporate Responsibility. Being a socially
responsible Company, INTRALOT aims to incorporate sustainable development and corporate
responsibility topics into the Board of Directors' agenda in 2023. The Deputy CEOs within the
Company hold the responsibility of demonstrating leadership and dedication to the principles of
Corporate Responsibility. The Corporate Affairs Director is accountable for the oversight of planning,
execution, and assessment of the Corporate Responsibility, as well as coordinating and assessing the
Responsible Gaming initiatives of the Company. Company principles are managed at an operational
level by the Corporate Affairs Department, whereas the Corporate Affairs Director collaborates with
the Directors of Operations, as well as other Divisions within the Company to promote the
implementation of corporate responsibility practices.
Stakeholder Engagement
To achieve our sustainability goals, operate efficiently and responsibly and mitigate risks, it is
essential to engage with internal and external stakeholders. As a Company, INTRALOT identifies
those interested groups that are affected by the Company's activities and, in turn, those that directly
or indirectly affect the Company. The Company works to reinforce and broaden its stakeholder
engagement process with the goal of cultivating trust-based relationships and improving
transparency. The types of channels and the frequency and engagement methods will be presented
in the Sustainable Development Report of INTRALOT in May 2023.
Stakeholder Groups
•
Customers
•
Business Partners
•
Suppliers
•
Retailers
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
45
•
Players
•
NGOs
•
Industry Associations
•
Employees
•
Shareholders
•
Investors
•
Media
•
Community
•
Regulatory
•
States
GOVERNANCE ISSUES
Governance
INTRALOT is committed to the most updated principles of Corporate Governance, in accordance with
the applicable Greek legislation and international best practices. The Company has voluntarily
adopted the Hellenic Corporate Governance Code 2021 and incorporated its principles in its Corporate
Governance Code. Our Corporate Governance policy reflects our commitment to ethical and
responsible decision making by our top management and directors, to ensure our organization’s
sustainable growth and the long-term welfare of shareholders and stakeholders. The Board of
Directors and its established committees follow these principles to oversee the Company's
operations, along with its subsidiaries and joint ventures across regions. The Board of Directors has
also established committees with supervisory and advisory authorities. For further details, refer to
the Corporate Governance Statement in the following chapters of Annual Report.
Code of Corporate Governance
INTRALOT believes that proper corporate governance creates the framework for increased
transparency and reduced cases of corruption or bribery.
The Company abides by a set of regulations
consisting of controls, rules, and procedures, which are structured into three layers. Additionally, the
Greek legislation, the 2004 publication of the OECD corporate governance, and the Hellenic
Federation of Enterprises (SEV) Code of Corporate Governance for Listed Companies are also
considered of significant importance. In addition, the widely accepted principles of corporate
governance as applied by countries of the European Union are followed by the Company. In total,
adherence to these rules brings about greater transparency for the Company’s operations, clarity for
stakeholders, and a more lucid image of the Company for shareholders.
Data Privacy
INTRALOT prioritizes the protection of personal data and considers it a crucial issue for its responsible
operation. To ensure the protection of personal data, the Company has established a policy and
implemented an Information Security Management System that is certified according to the ISO/IEC
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
46
27001 international standard. This demonstrates the Company's commitment to safeguarding
personal data and implementing the necessary controls and procedures to maintain the
confidentiality, integrity, and availability of information assets. The Privacy Data Protection Policy
establishes various principles, rules, procedural and technical controls. The Policy serves as the
foundation for the Company's Data Protection Framework, which encompasses Privacy Good
Practices, Enterprise Risk Management Framework, Data Privacy Impact Assessments, Cyber and
Information Security Frameworks. This framework helps the Company identify Information Security
needs, uphold Data Protection and define incident detection, response, and recovery processes to
respect and protect data subjects' rights in multiple dimensions. The Data Protection Framework
complies with the EU General Data Protection Regulation (GDPR), which serves as the minimum
Privacy Standard for the entire Company. All of INTRALOT's products and projects undergo strict
adherence to the Privacy and Security Controls from their design phase (Privacy by Design).
Additionally, INTRALOT implements a specific process for all employees to report any violation of
personal information to the highest corporate level (C-level) promptly.
Anti-Corruption & Anti-Bribery
Policies & Due Diligence
INTRALOT is diligent in identifying any potential risks of corruption or bribery within its operations.
The Company has incorporated responsible internal operational principles and implemented internal
policies, rules, and regulations to govern its daily operations.
The Group complies with regulations in all countries of operation, but also takes heed to identify
dormant and potential risks relating to corruption.
Internal Regulation Charter
The Internal Regulation Charter has been prepared in accordance with the Greek Law and is in
compliance with the provisions of Article 14 of Law 4706/2020 on corporate governance. It aims to
establish a framework for the Company's organization and operation that ensures compliance with
legal and regulatory requirements, transparency, and efficiency in decision-making by corporate
bodies. The Internal Regulation is communicated to the employees of the Company through the
internal communications network, whereas, those accountable for adhering to the Charter include
the Board of Directors, Management Executives (Group CEO, Group Deputy CEO, Executive Vice-
Chairman, Group Chiefs, Vice Presidents, Groups Directors, Directors, and Heads of Departments),
employees with an employment agreement and partners who offer their services under a contract
for service provision, paid mandate, or project contract.
Internal Regulation
Charter
Code of Conduct
Anti-money
Laundering Policy
Anti-Corruption
Policy
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
47
The Internal Regulation sets out guidelines for the Company's organizational structure, the functions
of the units and the committees, as well as the duties of their directors and their direct reports. It
also covers the reporting procedures of the Internal Control System, the process for hiring top
management and evaluation performance processes. Additionally, the Charter regulates:
•
The process of compliance applying to people exercising managerial duties, as defined in
number 25 of par. 1 of article 3 of Regulation (EU) 596/2014, and of people who have close
ties with them, according to the definition of par. 14 of article 2 of Law 4706/2020, which
include the obligations deriving from the provisions of article 19 of Regulation (EU) 596/2014.
•
The process of notifying the existence of dependent relations, according to article 9 of Law
4706/2020, of the independent non-executive members of the Board of Directors and of the
people who have close ties with them.
•
The process of compliance with the obligations arising from articles 99 to 101 of law
4548/2018, regarding transactions with related parties.
•
The policies and procedures that prevent and resolve cases of conflict of interest.
•
The policies and procedures for the compliance of the Company with the legislative and
regulatory provisions that govern its organization and operation, as well as its activities.
•
The established procedure for the management of privileged information and the disclosure
of accurate information to the public, in accordance with the provisions of Regulation (EU)
596/2014.
•
The policy and procedure for conducting periodical evaluations of the Internal Audit System,
in particular, towards the adequacy and effectiveness of the financial information provided,
on an individual and consolidated basis. Also, ensures the risk management and regulatory
compliance, according to the recognized standards of evaluation and internal control, as well
as the implementation of the provisions on corporate governance of this law. This evaluation
is carried out by people who have sufficient relevant professional experience and who do not
have dependency relationships according to par. 1 of article 9 of Law 4706/2020.
•
The training policy of the members of the board of directors, the top management team, as
well as the other executives of the Company, especially those involved control, risk
management, regulatory compliance, and information systems functions.
Code of Conduct
The Company's Code of Ethics and Conduct serves as a guiding reference for all employees and
associates, including third parties. It establishes a framework of principles and values that should
govern their professional behavior, reflecting the Company's fundamental principles, corporate
culture, business ethics, and ethical commitments. The Code places emphasis on combating
corruption and bribery issues. INTRALOT ensures that all its employees receive comprehensive
training on the Code of Conduct through various channels, including e-Learning platforms, email
communication, and induction training programs. The Code is regularly reinforced through employee
briefings and remains an integral part of all employee contracts, irrespective of their job designation
or level.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
48
The Company emphasizes on the importance of complying with the Code and mandates that all
employees and managers follow it without exception. Additionally, all employees are required to
report any instances of Code violations, conflicts of interest, or legal violations, either anonymously
or by disclosing their identity to the Human Resources Department through telephone or email.
INTRALOT takes all reports seriously and ensures the confidentiality of the reporting employee. The
Company investigates all potential breaches of the Code thoroughly. In the case of a conflict of
interest, employees must report it to their supervisor or Director, who will discuss it with them and
take appropriate action.
Anti-Corruption policy
The Company values honesty and integrity in its management practices and business transactions,
while it aims to uphold its positive reputation. Therefore, the Company is committed to preventing
and combatting corruption in all its forms by adhering to anti-corruption laws in all of the regions
where it operates. This includes complying with the Greek National Strategic Plan Against Corruption
(NSPAC), as well as the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act (UKBA), and
other anti-bribery laws in order to avoid violations and proactively identify and address potential
issues in a timely manner.
INTRALOT has developed and adopted an Anti-Corruption policy at a Company level which is
mandatory for all employees highlighting the Company’s principles on corruption, procurement and
bidding, merger and acquisition transactions, gifts and entertainment, and political contributions.
Employees are encouraged to report any suspicion of bribery or corruption to the Company's Legal
Department or the Head of the Business Unit, by providing their name or choosing to remain
anonymous. The Human Resources Department and the Internal Audit Unit are available to receive
respective reports. Furthermore, the Company has received an ISO 37001 certification for its Anti-
Bribery Management System, which includes measures to prevent, detect, and address bribery, as
well as ensure transparency in transactions. The certification for the ISO 37001 gives our
stakeholders confidence that the organization has implemented effective measures to continually
improve in combatting bribery issues. This makes INTRALOT one of the few externally certified
companies in the gaming industry worldwide. Additionally, INTRALOT has signed a Memorandum of
Understanding and joined the Business Integrity Forum, which is an initiative launched by
Transparency International - Greece network.
Additional to its policy, the Company following the best anti-corruption has incorporated in all supplier
agreements anti-corruption contractual clauses to ensure the adherence to the relevant legislation.
However, such clauses are not present in contracts with customers as they are either state lotteries
or privately licensed companies. In this context, INTRALOT continuously endeavors to collect the
necessary evidence, prior to any settlement of business relationship and according to the legislative
framework, to be able to determine whether a future partner fits its culture and operates ethically
and in compliance with applicable regulations. Therefore, the Company conducts a thorough
corruption risk assessment by performing due diligence on its business partners, including agents,
consultants, suppliers, intermediaries, consortium or joint venture partners, contractors or major
sub-contractors, and distributors before engaging in any business relationship. If due diligence
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
49
findings are not satisfactory, the Company refrains from any business activity. The due diligence
processes are established also during mergers and acquisitions, and before the finalization of relevant
transactions. Being consistent to its anti-corruption principles, the Company follows a standardized
internal auditing procedure, performed annually to assess its business units for relevant risks and
monitor high risk areas.
Anti-Money Laundering Guidelines
In order to ensure that its global operations are not being used for money laundering purposes, the
Company has formulated a comprehensive set of guidelines that incorporate the essential elements
of its anti-money laundering framework. The framework contains a set of measures and guidelines
that provide advice on implementing these principles effectively. By adhering to these guidelines,
the Company can minimize the risk of its products being unwittingly used for money laundering and
thus maintain its reputation, credibility, and stability within the gaming and lotteries community
worldwide. It is mandatory for all employees to comply with the anti-money laundering guidelines,
as it is a Company policy.
Outcome of Policies & Performance Indicators
12
2022
Governance
Non-executive BoD members (%)
55,6
Independent non-executive BoD members (%)
44,4
Anti-Corruption Employee Training
Employees briefed on the Code of Conduct (%)
100
Employees trained on the Code of Conduct (number)
44
13
Employees trained on anti-corruption and anti-bribery issues (%)
30
14
Employees attending the annual Information Security awareness program (number)
210
15
Compliance
Corruption incidents (number)
0
Bribery incidents related to employees (number)
0
Value of contributions made to politicians and political parties (€)
0
Violation cases concerning the Code of Conduct (number)
0
Supply Chain
Policies & Due Diligence
Responsible procurement is a major focus area for INTRALOT. The Company depends on various
sources for its operations, including suppliers who provide the Company with materials, equipment,
services, and expertise essential for its functioning. Moreover, the Company relies on inputs from
regulatory authorities and states who create policies and regulations for the local gaming market. As
12
2022 data refer to INTRALOT S.A. and INTRALOT Inc. except where it is mentioned otherwise.
13
Data refer to INTRALOT S.A. only
14
Data refer to INTRALOT S.A. only
15
Data refer to INTRALOT S.A. only
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
50
a licensed gaming operator, INTRALOT operates in multiple countries globally and distributes its
products directly to consumers through its sales networks. The Company ensures its collaboration
with responsible and ethical suppliers, who remain compliant with laws and regulations through the
Procurement policy. This policy is a mandatory framework for all procurement activities, globally.
According to the relevant provisions of Code of Conduct, all purchase agreements have to be
documented and clearly state the services or products provided, the unit price, the method and terms
of payment as well as the applicable rate or fee, while the amount of payment has to be
commensurate with the products or services. Despite its global operations, the Company continues
to support and prioritize local suppliers, when possible. INTRALOT assesses its suppliers’ financial
and technical performance and monitors products and services’ providers, evaluating the following
criteria:
1.
Quality of deliverables
2.
Infrastructure deployment according to the project plan
3.
Testing
4.
System performance
5.
Incidents recorded by the Global Service Desk
Moreover, the Company implements a due diligence process on suppliers’ financial data, while there
is no separate process to identify suppliers with actual or potential negative environmental, labor
practices as well as human rights or social impacts.
Outcome of Policies & Performance Indicators
2022
16
Suppliers
188
ENVIRONMENTAL ISSUES
Policies & Due Diligence
Environmental Management
INTRALOT acknowledges the significance of protecting the environment and monitors its
environmental performance. To demonstrate its commitment to environmental management and
protection, the Company has implemented a series of mitigation actions. The Company is committed
to minimize its environmental impact and promote responsible resource management. The
Company’s environmental commitments can be found in its Code of Conduct. It is expected that
employees make an effort to preserve resources, limit waste and emissions by practicing recycling
and other methods of conserving energy according to internal procedures. Furthermore, the
Company is able to reduce its environmental and energy footprint and improve its environmental
16
2022 data refer to INTRALOT S.A. only
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
51
performance by implementing a comprehensive Environmental Management System, ISO
14001:2015 that records the impact of its activities and enables timely measures to be taken.
A procedure for monitoring environmental legislation has been established to ensure adherence to
applicable national and international laws and regulations. As part of Company’s Risk Management
Assessment, regular environmental impact assessments are conducted to methodically identify and
evaluate the environmental impact of the Company's activities, taking into account both the severity
and likelihood of such impact. In this respect the Company has assigned an Environmental Risk
Officer to supervise environmental risks, recommend changes to the EMS, and ensure proper
comprehension and execution.
Energy and Emissions
Even though INTRALOT does not have an established long-term strategy for emissions reduction, it
undertakes various activities to decrease energy consumption and CO2 emissions. The Company
monitors fuel usage from leased vehicles with the use of fuel cards, and utilizes energy-efficient LED
lamps and photoelectric cells to minimize energy use. Additionally, a Building Management System
(BMS) has been installed, allowing proactive actions for automatic shutdown when necessary.
INTRALOT regularly measures and reports its greenhouse gas emissions and is working towards more
environmentally friendly IT solutions by increasing its use of virtualized environments and cloud
solutions for IT and development services. This approach replaces stand-alone and physical servers,
resulting in energy savings and reduced carbon dioxide emissions.
Waste and Materials
INTRALOT has implemented several sustainability measures to reduce its environmental impact. It
complies with the Restriction of Hazardous Substances Directive and the Waste Electrical and
Electronic Equipment Directive, by using central printers and controlling the printing volume to
reduce paper usage. Additionally, to the initiatives in responsible management of resources,
INTRALOT has replaced plastic cups with glass cups to reduce waste. Recycling bins are available for
various materials, i.e., paper, aluminum cans, plastic cans and bottles, batteries and light bulbs while
all liquid waste is directed to public waste networks. INTRALOT uses environmentally friendly
refrigerants and does not use hazardous cleaning materials or critical raw materials. Also, it raises
employee awareness through internal communication means, i.e., email, corporate intranet portal,
posters and implements internal awareness campaigns to reduce energy consumption and waste.
Water management
INTRALOT recognizes the importance of water scarcity and the increased demand for water and
monitors closely its water usage on its premises. The Company relies solely on public water supply
networks and utility companies to minimize any impact on other water sources. INTRALOT safely
disposes all liquid waste through the public waste network and avoids using any hazardous cleaning
materials. Although the Company does not currently recycle or reuse water in its operations, it has
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
52
implemented measures to address any potential water supply failures or leaks. Moreover, there have
been no incidents of water discharges or significant spills of chemicals, fuels, or any other materials.
Outcome of Policies & Performance Indicators
17
Materials, Waste and Effluents
2022
Paper consumption (paper purchased for all purposes, including office and
commercial use) (kg)
18
5.146
Toners consumption (units)
155
Wood consumption (kg)
4.000
Plastic consumption (kg)
300
Recycled or FSC certified paper used (kg)
0
Waste (including hazardous waste) transported abroad for treatment (kg)
0
Paper recycled (kg)
5.667
Toners recycled (kg)
0
Plastic recycled (kg)
300
Batteries recycled (kg)
15
Electrical and electronic equipment (WEEE) recycled (kg)
5.130
Metals recycled (kg)
585
Packaging pieces recycled (units)
19.000
Light bulbs recycled (kg)
55,6
Significant spills (e.g., chemicals, fuels) (number)
0
Effluent discharge
containing pollutant substances (e.g., hazardous waste,
nitrates) (m
3
)
0
Operational sites owned, leased, managed in, or adjacent to, protected and/or
high biodiversity value areas (number)
0
Water Management (m
3
)
2022
Water consumption (m3)
5.373
Energy consumption within the organizations
2022
Heating Fuel (GJ)
1.498.000
Diesel Fuel (GJ)
7.623,91
Gasoline Fuel (GJ)
70,70
Electricity (GJ)
2.231,11
Total energy consumption (GJ)
1.638,85
Total Direct energy consumption (GJ)
1.198
Total Indirect energy consumption (GJ)
5.392,80
17
2022 data refer to INTRALOT S.A. only as INTRALOT Inc.’s data at the reporting time were not available.
18
For each sheet of paper we used the following calculation; 4.826 gr per sheet (80g/sq m).
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
53
Electricity consumption to total energy consumption (%)
10.461
GHG Emissions (Scope 1, Scope 2, Scope 3 (air travel))
19
2022
Stationary Combustion (tCO2eq)
166,93
Mobile Combustion (tCO2eq)
197,33
Direct (Scope 1) GHG emissions (tCO2eq)
364,26
Energy indirect (Scope 2) GHG emissions (tCO2eq)
903,35
Total Scope 1 and Scope 2 (tCO2eq)
1.267,61
Air travel CO2 emissions from air miles
(tCO2eq)
75.163
LABOR AND SOCIAL ISSUES
Labor Issues
Policies & Due Diligence
Employee Code of Conduct
INTRALOT is committed to complying with the appropriate employment laws included within its Code
of Conduct. In accordance with the Presidential Decree 156/1994, all newly hired employees are
informed about their contract terms – something that is controlled by private law and drawn up upon
their recruitment.
Labor Rights
Employees are always treated with respect irrespective of whether they participate in employee
unions. It is noteworthy that 100% of INTRALOT employees are covered by the National Collective
Labor Agreement; also, all employees are notified for any operational changes, as INTRALOT abides
by the relevant legislation for minimum notice periods for operational changes.
INTRALOT respects collective bargaining agreements and safeguards the right of employees to
participate in working unions. It is the Company’s commitment to ensure the freedom of association
for its employees and their willingness to participate in labor actions, i.e., protests.
INTRALOT’s commitment to comply with the appropriate employment laws has been included within
its Code of Conduct. All newly hired employees are informed about their contract’s essential terms
in accordance with the provisions of the Presidential Decree 156/1994, which is governed by private
law and drawn up immediately upon their recruitment. Furthermore, the Company promptly resolves
employee matters in a mutually beneficial way, regardless of their participation in employee unions.
19
For the calculation of the GHG emissions, the following methodologies, tools and the emission factors are
used: GHG Protocol Stationary_combustion_tool_(Version4-1), GHG Protocol Transport_Tool_v2_6, NATIONAL
INVENTORY REPORT OF GREECE FOR GREENHOUSE AND OTHER GASES FOR THE YEARS 1990-2019.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
54
Wellbeing
INTRALOT continuously endeavors to promote a health work-environment of which work-life balance
is a vital element. As such, the Company promotes working hours according to legislation, both daily
and weekly and in accordance with their employment contract. Also, INTRALOT abides by the
standard overtime and additional remuneration for overtime, as described in regulation. The board
has oversight of overtimes and is in charge of approving or disapproving them. The Company adheres
to regulation when it comes to paid and unpaid leaves these may include normal leave, maternity
leave, and other reasons of absence. Such absences may also include work from home situations
where the employee may work remotely, at a maximum of four times per month.
Compensation and Benefits
According to the Compensation and benefits policy, all employees including part-time and temporary
employees have a defined salary level and benefits. This policy regulates the former as well as
providing performance-related remuneration to executive members, based on their job description,
accountability, responsibility that comes with their position, academic background, competencies,
professional experience, and performance. The latter is highly relevant to corporate strategy and the
achievement of corporate objectives.
Diversity and Equal Opportunities
Given the nature of the Company's operations, its staff is predominantly male. Nonetheless, the
Company has a firmly established policy to boost the participation of women in its firms across all
employment tiers. To achieve this objective, one measure is to document and track the distribution
of women by geographical area of operation, age, and job position. The ultimate goal is to increase
the proportion of female employees as a percentage of the overall workforce.
Training and Development
The Company strives to integrate employee training at all levels. Upon recruitment, employees are
oriented towards the gaming industry and INTRALOT. It is also important for the Company to train
employees in Responsible Gaming principles, which as noted earlier form a cornerstone for the
Company. In a similar course of action, INTRALOT has established a corporate induction program
which is also to be followed in conjunction with the Induction handbook which is available in the
corporate intranet portal. In higher levels, the Company is poised with extending the executives’
educational background, by offering specialized trainings to familiarize them with cross-departmental
processes and operations.
The Training policy comes in parallel with the annual training plan, as part of the annual performance
evaluation. This essentially means that managers are responsible of identifying the development
needs of each employee, setting novel goals for their development, and in a sense creating a more
nuanced individual development plan for each employee. It has to be noted that this plan is
constantly updated, and employee performance recorded. This allows for a big-picture theorization
of all employees’ individual development plans, which in turns calls for role-based training programs
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
55
that include development programs for managerial positions or specific technical skills training for
technical roles. All of the above are in close relevance to INTRALOT’s strategic direction, past training
needs, as well as market trends and best practices.
Health and Safety
INTRALOT is committed to complying with all relevant health and safety laws. As such, the Company
has introduced health and safety principles according to the provisions of the Code of Conduct, in a
way that enables the Company to protect its employees and ensure a safe working-environment. All
employees are obligated to comply with the policy and their relevant work-position obligations.
INTRALOT periodically conducts working environment risk assessments to identify, manage, control
and minimize or eliminate potential health and safety risks. For this reason, the Company has
assigned a building coordinator for each facility, who regularly evaluates workplace conditions,
usually in regard to infrastructure. INTRALOT also employs an external prevention agency that
evaluates workplaces and offers advice for preventive or corrective measures.
In 2022, INTRALOT managed to retain:
•
No employees with high incidence or risk of disease associated with their work within the
Company.
•
No cases of occupational disease within the Company.
•
No accidents or injuries.
•
No employee loss.
•
No relevant fines or sanctions imposed by the respective authorities.
Performance Management System
INTRALOT has established a thorough monitoring procedure to record employee performance. This
includes a systematic approach of identifying employee strengths, areas for improvement, and in
turn improving overall performance. As has been evident in multiple degrees within this report, the
performance management system is directly relevant to multiple cases of employee management,
training, or occupational health and safety. In risk management, the system is important in
minimizing the Company’s exposure to performance-related risks, which include employees not
attaining their full potential, or employees being managed in a non-optimal way. INTRALOT has
established a systematic dialogue with its employees to minimize such a risk, either in the form of
intranet portal, e-mail announcements, open-door policies, or HR communication with employees.
This pattern of holistic communication creates a framework of increased feedback, better chances
for review, and in extension, a wider pattern of risk reduction.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
56
Outcome of Policies & Performance Indicators
20
2022
21
Men
Women
Top
10%
employees by
compensation
Top
90%
employees by
compensation
Total training hours
3.706
1.781
360
5.127
Average training hours
per employee
12,1
11,8
8
12,5
Number
of
employees
trained
304
150
45
409
2022
Men
Women
Total
Number
of
new
employee hires
184
83
267
Ratio of new employee
hires
23,77%
24,56%
24,01%
Number of voluntary
employees exits
150
77
227
Employee
voluntary
turnover
19,38%
22,78%
20,41%
Number
of
forced
employee exits
39
9
48
Employee involuntary
turnover rate (%)
5,04%
2,66%
4,32%
Total
number
of
turnover
188
89
277
Total
employee
turnover rate (%)
24,29%
26,33%
24,91%
Health and Safety
2022
Work-related injuries
Number of fatalities as a result of work-related injury
0
Rate of fatalities as a result of work-related injury
0
Number of high-consequence work related injuries (excluding fatalities)
0
Rate of high-consequence work-related injuries (IR) (excluding fatalities)
0
Number of recordable work-related injury
0
Rate of recordable work-related injuries
0
Work-related illnesses
Number of fatalities as a result of work-related ill health
0
The number of cases of recordable work-related ill health
0
20
2022 data refer to INTRALOT S.A. and INTRALOT Inc.
21
Data refer to INTRALOT S.A. only and 2022 data refer to INTRALOT S.A. only as INTRALOT Inc.’s employee
training data at the reporting time are not available.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
57
Respect of Human Rights
Policies & Due Diligence
INTRALOT has established a firm approach towards safeguarding human rights. By adhering to the
needs of the United Nations and the legislation of the International Labor Organization (ILO), the
Company responds to the need for increased attention towards human rights. Based on the principles
imposed by these two organizations, INTRALOT has established its Code of Conduct as well as its
employment guide to fully integrate safeguarding of human rights within its operations Further, the
Internal Regulation Charter and Recruitment and Selection policy guarantees the imposition of such
core values, which employees are to follow with strict adherence. Equally important is the fact that
the Company has signed the United Nations Global Compact since 2009, which delineates its
commitments to refrain from activities that violate human rights, such as discrimination, harassment,
and any kind of violence.
The Company recognizes that human rights are to be safeguarded continuously, and strenuously.
However, it is a fact that human rights localize in multiple places within the Company’s operations,
and in turn have to be considered on all occasions. This means that risk management for human
rights ought to be integrated in all risk management procedures, and all sources of risk. Therefore,
INTRALOT utilizes its commitment to safeguard such rights and always ponders on them within its
operations.
Grievance mechanisms are set in place, which allows employees to seek justice for any harassments
they have suffered, or any instances of discrimination they may have been a victim of. It is worth
mentioning that the Company follows a meritocratic approach, which in turn means that INTRALOT
passionately believes that each employee is to be evaluated on their work-related merit, and not on
any other non-work-related trait. It is noteworthy that the Company does not tolerate any form of
retaliation from employees, which means that discontented employees are free to use the grievance
mechanism without fear for retribution.
Equal employment
Although INTRALOT has not formally implemented a diversity-related policy, it should be noted that
the Company is fully committed to its role as a haven for anti-discrimination, diversity, and equity.
According to the Code of Conduct employees are compelled to follow the Company’s driving values,
which bring about an environment of mutual respect and inclusiveness. Employees are assessed
based on their qualifications, skill, and performance, and are in no cases assessed by any other traits.
INTRALOT believes that each person’s inherent traits are sacred, and in no way related to their job-
performance. Therefore, the Company safeguards all employees for their traits of sexual preference,
sex, religion, ethnicity, or nationality, and commits to making an impact in that front.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
58
Outcome of Policies & Performance Indicators
22
Diversity and Equal Opportunities
2022
Percentage of female employees
30%
Difference between the average base salary of full-
time men
employees compared to full-time women employees (%)
12,325%
Society
Policies & Due Diligence
Local communities and shared value
For INTRALOT, local communities pose a continuous challenge to the Company’s strategy and
business model. Local communities are a central facet of the Company’s activities, as such activities
are based on people and infrastructure. Local communities are always taken into consideration when
designating policies and strategies; it is the Company’s aim to provide for its neighboring
communities and in simple terms – give back to the community. INTRALOT has implemented a series
of initiatives to support its surrounding communities and in turn disseminating the value it receives
into outputs for society.
As an international organization, INTRALOT contemplates on its surrounding
national and local communities, and thus implements various initiatives to support them. “INTRALOT
– We Care a Lot” is a program that includes multiple activities and investments that bring back profits
to the community. At the same time INTRALOT takes into consideration the underprivileged people
within these groups, hence providing support for underprivileged children nationwide through
initiatives – in collaboration with NGOs and foundations.
In extension to that, INTRALOT is also vigilant to provide volunteering opportunities and employment
programs to national and local communities. Regarding the latter, the Company supports local
entrepreneurship by offering opportunities for young people to network with universities and
companies. INTRALOT has fused its business model with its ongoing volunteering opportunities and
sports events. This in turn means that the Company recognizes that such activities return value to
the community on a continual basis, and thus pose a significant aspect of the Company’s due
diligence process to give back to the community.
Safety of products and services
INTRALOT places significant emphasis on ensuring the safety of its products and services and
considers it a crucial component of its due diligence process. In 2021, the Company went through
an extensive independent assessment of its Responsible Gaming practices and products by a WLA
approved assessor, which resulted in the renewal of its Certificate of Alignment with World Lottery
Association (WLA) Responsible Gaming Framework for Associate members until 2024. This evaluation
covers all corporate functions related to game integrity and corporate conduct, and it acknowledges
INTRALOT's dedication and endeavors to establish a secure and supportive gaming environment,
22
2022 refer to INTRALOT S.A., and INTRALOT Inc.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
59
preventing underage, illegal, problem gambling, or any other potential harm to society. The Company
as an Associate Member of WLA accords with the program of the Responsible Gaming Framework
and has the duty to:
•
Ensure that their products and services support the WLA Members' objective to ensure that
the interests of players and vulnerable groups in the WLA Members' jurisdictions are
protected.
•
Understand the needs and requirements of WLA Member's Responsible Gaming Program.
•
Ensure that relevant laws, regulations and responsibilities are met.
•
Develop appropriate practices taking into account relevant information and research.
•
Develop a better understanding of the social impact of gaming.
•
Drive the implementation of Responsible Gaming practices in all aspects of their own
activities and promote the implementation of RG practices for WLA members’ activities.
•
Provide the WLA Members with accurate and balanced information to enable informed choices
to be made about their gaming activities.
•
Continuously improve, and publicly report on their Responsible Gaming programs.
•
Continuously engage with their external stakeholders on all aspects of Responsible Gaming
that are relevant to their own operations and those of the WLA Members they supply to.
INTRALOT takes advantage of its due diligence mechanism to also grasp its full responsibility towards
people, and in conjunction to the services it offers. This means that the Company recognizes that
betting products have to be both safe and responsible, and that they must duly be a major part of
the due diligence mechanism. At the same time the Company is aware that protection of online
games has to be a top priority.
That said, INTRALOT strives to develop and distribute products that serve Responsible Gaming
principles. Products and services are not to create any dependency, and the platforms in which they
are practiced are to be both safe and protective of players. Players have the option of receiving
further support in terms of fair gaming experience: they can be prevented from excessive gaming
through various self-exclusion options, they can set their gaming budgets in a strict manner, or they
can be reminded for their excessive time in the gaming platform. Also, it has to be noted that
INTRALOT multicasts several suggestions or messages to truly promote the essence of Responsible
Gaming. INTRALOT places product safety at the top of its risk management process. INTRALOT also
utilizes the INTRALOT Responsible Gaming Designer tool (iRGD). This tool was produced in
collaboration with Athens Information Technology (AIT) and several independent scientists. Its aim
is to conduct social impact assessments per game, channel, or territory and as the name indicates,
assess the social impact of games based on their:
•
Structural characteristics: features that ensure the initiation, expansion, and maintenance of
playing over time.
•
Situational characteristics: features related to the gaming environment (e.g., retailer store,
internet, or mobile channel).
•
Responsible Gaming characteristics: features that may impact player gaming patterns (i.e.,
financial or time-related limits).
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As a result of the Company’s practices, in 2022 there were no complaints concerning security and
reliability of its games.
Outcome of Policies & Performance Indicators
23
Social Value Distributed
2022
Society Support
Societal support activities (number)
8
Value of societal support activities (€)
10.118
Blood units collected (number)
63
Sharing Value
Shared value generated (Greece and USA)
215,551
Innovation and Research
Company R&D investments (million €)
2,5
Approved patents and designs worldwide (number)
191
Responsible gaming
2022
Briefings and Trainings
Participation in Stakeholder engagement activities and events on Responsible Gaming
issues (number)
54
Employees trained on Responsible Gaming practices (%)
28
Duration of employee trainings on Responsible Gaming issues (hours)
125
Customer employees participating in Responsible Gaming training programs
(number)
0
Compliance
Product recalls (number)
0
Users whose information has been used for secondary purposes (i.e., purposes
besides the original one for which they were collected) (number)
0
Unique requests for user information (including user content and non-content data)
from government or law enforcement agencies (number)
0
Unique users whose information was requested by government or law enforcement
agencies (number)
0
Government and law enforcement requests that resulted in disclosure to the
requesting party (%)
0
Complaints or grievances concerning breaches of customer privacy and losses of
customer data (number)
0
Fines imposed regarding breaches of customer privacy or losses of customer data
(number)
0
Non-monetary sanctions imposed regarding breaches of customer privacy or losses
of customer data (number)
0
Fines imposed regarding marketing, advertising and promotion activities and product
or service information (e.g., product labeling) (number)
0
23
2022 Societal Support data refer to INTRALOT S.A., while Sharing Value and Innovation and Research refer to
INTRALOT S.A., and INTRALOT Inc.
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Non-monetary sanctions imposed regarding marketing, advertising and promotion
activities and product or service information (e.g., product labeling) (number)
0
EU Taxonomy Disclosures
Introduction to the Regulation (EU) 2020/852
The Taxonomy Regulation (Regulation (EU) 2020/852), specifically Article 8, is a crucial aspect of
the European Commission's plan to direct investments towards a more sustainable economy, which
aligns with the EU's carbon neutrality goals by 2050. This regulation provides a system for
determining the environmental sustainability of activities and imposes reporting requirements.
Additionally, the EU has published the Climate Delegated Act, which supplements the Taxonomy
Regulation by establishing technical screening criteria for the first two environmental objectives:
climate change mitigation and climate change adaptation. The Climate Delegated Act identifies which
activities are eligible under the Taxonomy Regulation for these objectives.
Although the Taxonomy Regulation is intricate and continues to be refined, INTRALOT has assessed
its 2022 reporting period activities in line with the Taxonomy Regulation criteria, utilizing the
guidance and market insight that are currently available. It is important to note that this information
may be modified as the Taxonomy Regulation and related market practices evolve, and as we
undergo our scheduled alignment process in 2023.
Application of the Taxonomy Regulation to INTRALOT
INTRALOT Group is a gaming solutions supplier and operator, providing future-proof solutions to
licensed operators around the world. As part of the business model, the Group develops, maintains
and operates software services, including advanced technology, consultation and support in all
aspects of the lottery, betting and gaming industry’s daily operational functions.
The information included in the 2022 EU Taxonomy Disclosures report is based on the combined data
collected from INTRALOT SA and INTRALOT Inc. As a result, for the purpose of this report, both
entities will be referred to as INTRALOT. This disclosure covers both eligible and non-eligible
activities, as well as aligned and non-aligned ones, for the reporting period ending on 31 December
2022.
INTRALOT’s primary potentially eligible activity under the EU Taxonomy Regulation is
8.2. Computer
programming
,
consultancy and related activities
, which includes the following activities:
Providing expertise in the field of information technologies, including
writing, modifying, testing
and supporting software
; planning and designing computer systems that integrate computer
hardware, software and communication technologies; on-
site management and operation of
clients’ computer systems or data processing facilities; and other professional and technical
computer-related activities.
The specific activity can substantially contribute to the following environmental objective:
Climate
Change Adaptation
.
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To significantly contribute to climate change adaptation, an economic activity should aim to mitigate
the adverse impacts of current or anticipated future climate risks on either itself, people, nature, or
assets. The European Commission's Frequently Asked Questions (FAQs) on the Disclosures Delegated
Act, released in December, offer additional guidance on how to achieve this objective and outline two
relevant types of activities, that can equally have a meaningful impact:
Adapted activities
Enabling activities
Those
economic
activities
that
have
become
resilient
to
climate
change
by
adapting themselves to
all
material
climate
related risks.
Those activities that can enable others to make a significant contribution to
one of the six environmental objectives referred to in Article 9 of the
Taxonomy Regulation by providing adaptation solutions. It's essential to note
that an activity can only be considered enabling if it's explicitly stated in the
activity’s description.
After careful consideration, we have concluded that our activity belongs to the ‘adapted activities’.
The turnover generated from products and services related to an adapted activity cannot be
recognized for Taxonomy-eligibility, since once the activity has been made climate-resilient, the
turnover corresponding to that activity should no longer count as eligible. Capital expenditure
(CapEx) and operating expenditure (OpEx) related to our activity, 8.2.- Computer programming,
consultancy and related activities, can only count towards eligibility if a climate risk and vulnerability
assessment has been conducted, and an expenditure plan has been established to implement
adaptation solutions that mitigate the activity's most significant physical climate risks.
INTRALOT recognizes the significance of comprehending risks, including those related to climate
change. Hence, we conduct a yearly review of the risks that could have a direct impact on our
business and carry out a vulnerability analysis to identify the most crucial ones. The EU Taxonomy
Regulation has laid out a demanding process that demonstrates how an economic activity can
genuinely become resilient. As a result, we have set goals for the future and intend to fully comply
with the guidelines to showcase our adaptation efforts.
During this reporting period, we are unable to provide evidence of eligibility for CapEx and OpEx
related to our primary economic activity. However, we have concentrated our evaluation on expenses
for the output of other activities that meet the criteria for Taxonomy eligibility. This means that the
activities listed below qualify as the acquisition of a product or service that comes from Taxonomy-
eligible activities, other than our primary one.
Information on assessment of compliance with the Regulation (EU) 2020/852
INTRALOT has identified five eligible activities contributing to
Climate Change Mitigation
, as
derived from its Capital and Operational expenses
:
•
6.5. Transport by motorbikes, passenger cars and commercial vehicles,
•
6.6. Freight transport services by road,
•
7.3 Installation, maintenance and repair of energy efficiency equipment,
INTRALOT Group
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•
7.4 Installation, maintenance and repair of charging stations for electric vehicles in buildings
(and parking spaces attached to buildings),
•
7.7. Acquisition and ownership of buildings.
As we do not currently have sufficient data from our value chain, we are unable to claim alignment
for our eligible activities. As a result, the alignment percentages for this year's EU Taxonomy
assessment will be zero. We are committed to working with our suppliers in the coming years to
obtain the necessary information for the alignment assessment.
Avoiding double counting
Thanks to the diligent structure of our financial statements and the granular tagging of the CapEx
and OpEx accounts, INTRALOT can confidently confirm that double counting was avoided during the
EU Taxonomy compliance exercise.
Accounting Policy
The consolidated financial statements of INTRALOT Group have been prepared for the financial year
ended 31 December 2022 in accordance with the International Financial Reporting Standards (IFRS).
The following sections showcase information related to CapEx and OpEx of two of its subsidiaries:
INTRALOT S.A. and INTRALOT Inc., which were introduced earlier in this part of the report.
For the calculation of the eligibility KPIs we followed the approach as described below:
We examined our capital expenditure categories and included in the numerator, only the expenses
that are directly linked to the purchase of the output of the eligible activities, as listed above. In the
denominator we included the total capital expenses of INTRALOT.
We followed a similar approach for the calculation of the numerator of the eligible OpEx KPI as we
did for CapEx. Regarding the denominator, we carefully reviewed all OpEx categories of INTRALOT
and only included the ones that aligned with the guidelines specified in the Regulation, resulting in
the following cost categories:
•
Repair and Maintenance of software, hardware, buildings, furniture and cars
•
Operating leases for corporate vehicles, premises and other machinery
•
Day-to-day servicing of IT spare parts
Finally, given the restrictions previously mentioned, there is
no eligible turnover
for this year’s EU
Taxonomy assessment.
Eligible OpEx
=
Operating
expenses
related
to
the
purchase
of
the
output
of
eligible
activities
Operating
expenses
related
to
research
and
development
,
repair
and
maintenance
,
short
term
leases
,
Building
renovation
measures
and
Day−to−day
servicing
of
assets
of
property
,
plant
and
equipment
Eligible CapEx
=
Capital
expenses
related
to
the
purchase
of
the
output
of
eligible
activities
Total
capital
expenses
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In the table below, we present a summary of the results of the EU Taxonomy assessment.
Eligibility
Alignment
Turnover
0%
0%
CapEx
0,65%
0%
OpEx
12%
0%
For detailed results, please refer to the tables below.
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Tables of EU Taxonomy KPIs
Proportion of
Turnover
from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2022: INTRALOT did not have any eligible
activities related to Turnover for the financial year 2022.
Proportion of
CapEx
from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2022
(in millions of euros)
Substantial contribution criteria
DNSH criteria ('Does Not
Significantly Harm')
INTRALOT Economic activities
Code
Absolute CapEx
Proportion of CapEx
Climate change mitigation
Climate change adaptation
Water and marine resources
Circular economy
Pollution
Biodiversity and ecosystems
Climate change mitigation
Climate change adaptation
Water and marine resources
Circular economy
Pollution
Biodiversity and ecosystems
Minimum safeguards
Taxonomy
aligned
proportion
of CapEx
year 2022
Taxonomy
aligned
proportion
of CapEx
year 2021
Category
(enabling
activity)
Category
(transitional
activity)
A. TAXONOMY ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities
(Taxonomy aligned)
Installation, maintenance and repair of energy efficiency
equipment
7,3
0
0%
0%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
Installation, maintenance and repair of charging stations
for electric vehicles in buildings (and parking spaces
attached to buildings)
7,4
0
0%
0%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
Acquisition and ownership of buildings
7,7
0
0%
0%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
CapEx of environmentally sustainable activities
(Taxonomy aligned)
(A.1)
0
0%
0%
0%
0%
0%
0%
0%
0%
A.2 Taxonomy Eligible but not environmentally sustainable activities
(not Taxonomy aligned activities)
Installation, maintenance and repair of energy efficiency
equipment
7,3
0,004
0,014%
0,014%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
Installation, maintenance and repair of charging stations
for electric vehicles in buildings (and parking spaces
attached to buildings)
7,4
0,003
0,011%
0,011%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
Acquisition and ownership of buildings
7,7
0,173
0,619%
0,619%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
CapEx of Taxonomy eligible but not
environmentally sustainable activities
(not Taxonomy aligned activities)
(A.2)
0,180
0,645%
0,645%
0%
0%
0%
0%
0%
0%
Total (A.1 + A.2)
0,180
0,645%
0,645%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
B. TAXONOMY NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy non-eligible activities (B)
27,726
99,356%
Total (A + B)
27,906
100%
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Proportion of
OpEx
from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2022
(in millions of euros)
Substantial contribution criteria
DNSH criteria ('Does Not
Significantly Harm')
INTRALOT Economic activities
Code
Absolute OpEx
Proportion of OpEx
Climate change mitigation
Climate change adaptation
Water and marine resources
Circular economy
Pollution
Biodiversity and ecosystem
Climate change mitigation
Climate change adaptation
Water and marine resources
Circular economy
Pollution
Biodiversity and ecosystems
Minimum safeguards
Taxonomy
aligned
proportion
of OpEx
year 2022
Taxonomy
aligned
proportion
of OpEx
year 2021
Category
(enabling
activity)
Category
(transitional
activity)
A. TAXONOMY ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities
(Taxonomy aligned)
Transport by motorbikes, passenger cars and commercial
vehicles
6,5
0
0%
0%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
Freight transport services by road
6,6
0
0%
0%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
Acquisition and ownership of buildings
7,7
0
0%
0%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
OpEx of environmentally sustainable activities
(Taxonomy aligned)
(A.1)
0
0%
0%
0%
0%
0%
0%
0%
0%
A.2 Taxonomy Eligible but not environmentally sustainable activities
(not Taxonomy aligned activities)
Transport by motorbikes, passenger cars and commercial
vehicles
6,5
0,160
1,045%
1,045%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
Freight transport services by road
6,6
0,003
0,022%
0,022%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
Acquisition and ownership of buildings
7,7
1,685
10,993%
10,993%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
OpEx of Taxonomy eligible but not
environmentally sustainable activities
(not Taxonomy aligned activities)
(A.2)
1,848
12,060%
12,060%
0%
0%
0%
0%
0%
0%
Total (A.1 + A.2)
1,848
12,060%
12,060%
0%
0%
0%
0%
0%
N
N
N
N
N
N
N
0%
B. TAXONOMY NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy non-eligible activities (B)
13,480
87,940%
Total (A + B)
15,328
100%
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Public
HUMAN RESOURCES
Our Best Asset
The Human Resources of a Company is acknowledged as its most important asset, providing it with competitive
advantage, thus, the policies pursued and the initiatives undertaken by INTRALOT and its subsidiaries abroad,
aim at effectively attracting, enhancing, motivating and retaining talent. The continuous efforts and
contribution of all INTRALOT employees, as well as their unceasing trust and support of its shareholders,
remain a key factor in the advancement of the Company’s competitiveness and further growth. The Company
undertakes to provide its employees with a working environment that will constantly develop their capabilities
and enhance their performance through reward and recognition schemes, always in accordance with the
principles that govern the Group.
From an HR perspective, 2022 has been a year of getting back to normal after the end of the COVID-19
pandemic. Therefore, the employees gradually started to come back, in order to perform their services from
the company premises, following a hybrid work model. Nevertheless, the health and safety of our people
remained our top priority and we have fully complied with all relevant measures imposed by governments.
At Headquarters, the total turnover rate was at the range of 16,3%, while the people who joined reached
9,9% of the total personnel base. For the selection of human resources, high recruitment standards and
processes have been followed.
In terms of enriching our practices for the better operation of the company, two new policies were adopted,
namely the "Policy for the Prevention and Combatting of Violence and Harassment at Work", as well as the
"Whistleblowing Policy", while our Internal Regulation has been updated respectively.
Performance Appraisal Management
The Performance Appraisal Management system has been operating in the parent company and in most
subsidiaries for the past 5 years. An integrated and detailed goal setting process is set at the beginning of the
year, followed by a review of these goals and a meeting between the employee and the supervisor in the
middle of the year (to make any necessary adjustments on plans and/or minor changes of goals) and it is
concluded at the beginning of the following year with the performance appraisal of the year passed.
From an innovation point of view, INTRALOT is moving from a traditional performance appraisal scheme to a
more modern, dynamic and flexible model, thus improving productivity and offering opportunity for regular
meet ups and alignment between the employee and his/her supervisor.
Training and Development
In 2022, our efforts were focused on internal promotions and training. 8,8% of our people were promoted,
while 2 rose to Top Management level.
In terms of Training, great emphasis was placed on specialized training through e-learning platforms, in
partnership with Microsoft - a skills development program involving more than 400 employees. Also, trainings
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Public
were implemented for the induction of the newcomers, the leadership skills development and the development
of technical skills through platforms, such as Pluralsight and Udemy, by creating individualized training
programs. In addition, throughout the year, the following programs were designed and implemented via our
corporate e-learning platform: the security and compliance training program, the responsible game, the anti-
bribery policy and the performance management system of our people. Specifically, at Headquarters level,
668 training programs were carried out (19 instructor-led training sessions and 649 e-learning self-paced)
with 1.179 participations, reaching a total of 4. 687 training hours.
Activities
The company, in the context of strengthening its Employer Branding, participated in the most important events
for attracting new talented people in the field of technology, such as: Developers Days (Digital), O
π
e\n
conference 2022, Career Mentoring Sessions at College Link, AUEB Career Fair 2022, Voxxed Days Athens,
TEDxNTUA and i-MBA Career Fair 2022.
Furthermore, a series of healthcare benefits were offered in the past year, such as the proactive healthcare
check-up, the annual flu vaccination and two blood donation initiatives, to serve the needs of INTRALOT’s
blood bank. Additionally, further initiatives took place in order to inform our people about wellness, the
integrated recycling program and the environmental practices in the office.
Last but not least, during the last four months of the year while the measures and restrictions for COVID-19
were relaxed, we had the opportunity - in the parent company - to participate with our people in sports events
such as: the 2022 Athens Marathon, the Race for the Cure and our basketball team in the 2022-2023
Championship of the Commercial League. Moreover, we were able to bond again through our internal corporate
events: the Top Performers Ceremony, the Get Together Breakfast, the Ice Cream Day, the BBQ Summer
Lunch, the Christmas Kids Party for our workforce’s children and our Christmas Party.
RISKS AND UNCERTAINTIES
Enterprise Risk Management
The Enterprise Risk Management (ERM) Framework documents the good practices adopted by the INTRALOT
Group in order to identify, assess and manage risks related to the achievement of its business objectives.
INTRALOT ERM targets at the assurance of stakeholder and shareholder trust through the appropriate and
continuous balancing of risk and value.
INTRALOT ERM follows a holistic approach for taking into account all parameters that drive the execution of
INTRALOT Group Strategy, including INTRALOT’s financial health, operations, people, technology, compliance,
products and reputation.
ERM provides the means to continuously monitor risk, align it with the changing internal and external
parameters and manage it according to the defined corporate risk appetite.
The Enterprise Risk Management (ERM) Framework is designed according to the specifications of COSO
(Committee of Sponsorship Organizations of the Treadway Commission) and ISACA (COBIT for RISK). It is a
holistic strategic framework taking into account risks related to the business objectives of INTRALOT GROUP.
The framework incorporates the following components:
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1. Objective setting: Objectives are clearly defined in order to be used as a reference point for the identification
of risks. A process is in place for setting objectives that align with INTRALOT’s mission and are consistent with
the corporate risk appetite.
2. Risk assessment: Risks are analyzed in relation to the objectives and by determining the likelihood of and
impact from the realization of an adverse event.
3. Risk response: Management selects risk responses – avoiding, accepting, reducing, or sharing risk –
developing a set of actions to align risks with the entity's risk tolerances and risk appetite.
4. Event identification: Internal and external events affecting the achievement of INTRALOT objectives are
identified.
5. Internal environment: The internal environment sets the basis for how risk is viewed and addressed by
people, including risk management philosophy and risk appetite, integrity and ethical values, and the
environment in which they operate.
6. Control activities: Policies, procedures, strategies and action plans in general are established and
implemented to help ensure the risk responses are effectively carried out.
7. Information and communication: Relevant information is identified, captured, and communicated in a form
and time frame that enable people to carry out their responsibilities.
8. Monitoring: Risk is monitored, and modifications made as necessary. Monitoring is accomplished through
ongoing management activities, separate evaluations, or both.
Description of significant risks and uncertainties
FINANCIAL RISKS
The Group's international activities create several financial risks in the Group's operation, due to constant
changes in the global financial environment. The Group beyond the traditional risks of liquidity risk and credit
risk also faces market risk. The most significant of these risks are currency risk and interest rate risk. The risk
management program is a dynamic process that is constantly evolving and adapted according to market
conditions and aims to minimize potential negative impact on financial results. The basic risk management
policies are set by the Group Management. The risk management policy is implemented by the Treasury
Department of the Group which operates under specific guidelines approved by management.
Credit risk
The Group does not have significant credit risk concentration because of the wide dispersion of its customers
and the fact that credit limits are set through signed contracts. The maximum exposure of credit risk amounts
to the aggregate values presented in the financial position. In order to minimize the potential credit risk
exposure arising from cash and cash equivalents, the Group sets limits regarding the amount of credit
exposure to any financial institution. Moreover, in order to secure its transactions even more, the Group
adopted an internal rating system, regarding credit rating evaluation, using the relevant financial indices.
Liquidity risk
Prudent liquidity management means maintaining adequate liquidity, funding ability through approved credit
limits, and ability to repay liabilities. The Group has established specific policies to manage and monitor its
liquidity in order to continuously have sufficient cash and liquid non-core assets that can meet its obligations.
In addition, the Group has set up a system of monitoring and constant optimization of its operating and
investing costs in the framework of its liquidity management policies.
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Further analysis of the maturity of the financial liabilities of the Group is provided in note
2.33
of the annual
financial statements.
Market Risk
1) Foreign Exchange risk
Fluctuations in exchange rates can have significant effects on the Group’s currency positions. Group
transactions are carried out in more than one currency and therefore there is a high exposure in foreign
exchange rate fluctuations against the euro, which is the main underlying economic currency. On the other
hand, the Group’s activity abroad also helps to create an advantage in foreign exchange risk management,
due to the diversification in the currency portfolio. This kind of risk mainly results from commercial transactions
in foreign currency as well as investments in foreign entities. For managing this type of risk, the Group enters
into derivative financial instruments with various financial institutions, such as foreign currency hedging for
receipts of foreign currency dividends by abroad subsidiaries. The Group’s policy regarding the foreign
exchange risk concerns not only the parent company but also the Group’s subsidiaries.
Further analysis of the sensitivity analysis on foreign exchange variations and currency hedging derivatives is
provided in note
2.33
of the annual financial statements.
2) Interest rate risk
Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Group's activities are closely linked to interest rates because
of investments and long and short-term borrowings. To manage this risk category, the Group uses financial
hedging instruments in order to reduce its exposure to interest rate risk. The Group's policy on managing its
exposure to interest rate risk affects not only the parent company but also its subsidiaries for their loans
concluded in euros or local currency. The Group's exposure to the risk of changes in market interest rates relates
primarily to long-term borrowings of the Group's floating rate. The Group also manages interest rate risk by
having a balanced portfolio of loans with fixed and floating rate borrowings. On 31 December 2022, taking into
account the impact of possible financial hedging products, approximately the 63% of the Group's borrowings are
at a fixed rate (31/12/2021: 100%) with an average life of approximately 2,1 years. As a result, the impact of
interest rate fluctuations in operating results and cash flows of the Group's operating activities is small.
3) High leverage risk
INTRALOT’s ability to incur significant additional amounts of debt so as to finance its operations and expansion
depends on capital market conditions that influence the levels of new debt issues interest rates and relevant
costs. Furthermore, INTRALOT may be able to incur substantial additional debt in the future, however, under
the Senior Notes terms will be able to incur additional debt so long as on an actual basis its consolidated fixed
charge coverage ratio is at least 2,00 (31/12/2022: approximately 3,87), and will be able to incur additional
senior debt as long as on actual basis the ratio of total net debt to EBITDA (senior leverage ratio) is not more
than 3,75 (31/12/2022: approximately 3,67). Furthermore to the above, the Group can incur additional debt
from specific baskets. Additionally, the Group proceeded with the refinancing of Intralot Inc. debt with new
bank financing (Term Loan) maturing in 2025, the terms of which improve the access of the parent company
to the cash flows of the US subsidiary.
The new loan agreement signed with a consortium of six US financial
institutions also includes a revolving credit line (Revolver Facility) of $50 million, which will significantly assist
the Group's liquidity management. The new Term loans bear the US Sub-group financial covenants for incurring
additional debt with respect to the total Net Debt (senior) to EBITDA (Net Leverage ratio <4 up to 30/3/2024
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
71
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and <3,75 thereafter) and financial expenses coverage ratio (Fixed Charge Coverage ratio >1,25). Both covenant
ratios were in compliance as of 31/12/2022.
Further analysis of the Group's leverage is provided in note
2.33
of the annual financial statements.
OPERATING RISKS
Winners’ payouts in sports betting
INTRALOT is one of the largest sports betting operator worldwide. The winners’ payout in sports betting may
fluctuate in the short-term since it depends on the outcome of the events. The fluctuation of the payout may
affect the financial results and cash flows of INTRALOT since it represents a significant cost element for the
Company.
Gaming sector and economic activity
The gaming market is affected by the economic cycles since lottery products are consumer products. However,
the gaming sector is more resilient than other sectors of the economy in periods of economic crisis. Specifically,
during an economic downturn, frequent draw games (like KENO or VLTs) are most likely to present a reduction
in revenues, while lotto type games are less affected. With its international expansion, INTRALOT has achieved
significant diversification and has reduced its dependency on the performance of individual markets and
economies.
Gaming Taxation
The financial crisis has increased the budget deficits of many countries. The increase of the taxation of lottery
games constitutes sometimes an easy, but not correct in Group’s opinion, solution for the governments to
finance these deficits. Nevertheless, such measures may affect INTRALOT’s financial results.
Regulatory risk
The gaming industry is subject to extensive regulations and oversight and regulatory requirements vary from
jurisdiction to jurisdiction. Because of the broad geographical reach of INTRALOT’s operations, it is subject to
a wide range of complex gaming laws and regulations in the jurisdictions in which it is licensed or operate.
These regulations govern, for example, advertisement, payouts, taxation, cash and anti-money laundering
compliance procedures and other specific limitations, such as the number of gaming machines in a given POS
and their proximity to each other. Most jurisdictions require that INTRALOT be licensed. If a license, approval
or finding of suitability is required by a regulatory authority and INTRALOT fails to seek or does not receive
the necessary approval, license or finding of suitability, then it may be prohibited from providing its products
or services for use in the particular jurisdiction. INTRALOT relies on government licenses in order to conduct
its main business activities and termination of these licenses would have a material adverse effect on Group
revenue. Changes in regulatory environment in any particular jurisdictions may have a material adverse impact
on Group results, cash flows, business operations or prospects.
Technological changes
The gaming industry is characterized by rapidly changing technology and evolving industry standards. Many
of INTRALOT’s software and hardware products are based on proprietary technologies. INTRALOT’s
competitiveness in the future will depend on its ability to respond to technological changes and satisfy future
technology demands by developing or licensing innovative and appealing products in a timely and cost-
effective manner. INTRALOT invests significant financial resources in R&D efforts to develop innovative
products so as to compete effectively in the gaming markets.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
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Emerging markets risk
INTRALOT operates and offers its products and services in many countries, actively operating in rapidly
growing and emerging markets. Potential social, political, legal and economic instability in these markets, such
as the political turmoil in Turkey in 2016, may pose significant risks to the Group ability to conduct its business
and expand its activities in these markets. Although management believes its operations in Turkey have not
been affected, there can be no assurances such events will not have an impact in the future.
Competition risk and margin squeeze
Intralot operates in a highly competitive industry and its success depends on its ability to effectively compete
with numerous domestic and foreign companies. Also, Intralot is heavily dependent on its ability to renew its
long term contracts with its customers and could lose substantial revenue and profits if is unable to renew
such contracts or renew them with less favorable terms (profit margins, smaller range of services, etc.) due
to high competition during public tender process.
Environmental Sustainability
INTRALOT embodies environmental sustainability by identifying best practices and perform green initiatives that
align with its' values, in order to reduce its' environmental footprint. Paper and energy consumption are the
largest environmental impacts identified. INTRALOT is committed to reducing the amount of waste and improve
its' recycling rates. Additionally, it reduces the use of physical resources such as paper and ink by reducing
printing within the offices. INTRALOT is measuring its environmental impact in order to operate in a more
sustainable way in the future.
Other Operating Risks
•
risks posed by illegal betting (loss of market share),
•
changes in consumer preferences,
•
increased competition in the gaming industry,
•
non-renewal or termination of material contracts and licenses,
•
seasonality of sports schedules,
•
player fraud.
MATERIAL TRANSACTIONS BETWEEN THE COMPANY AND RELATED PARTIES:
The most important transactions between the Company and its related parties as per IAS 24 are presented on
the table below:
Group
Revenues
Expenses / Purchases of
assets & inventories
(total operations)
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Intracom Holdings Group
14
17
2.996
4.614
Lotrich Information Co LTD
2.037
2.088
0
0
VSC
0
92
5.231
0
Other related parties
562
423
3.669
1.497
Executives and members of the board
0
0
7.680
7.605
Total
2.613
2.620
19.576
13.716
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
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Revenues
Expenses / Purchases of
assets & inventories
Company
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Intracom Holdings Group
14
0
3.017
2.835
Lotrich Information Co LTD
2.255
2.341
0
0
Betting Company S.A
1.727
629
1.092
1.122
Intralot Finance UK LTD
2.581
10.821
17.384
23.671
Intralot Adriatic DOO
3.265
3.582
224
1.339
Intralot Gaming Services Pty Ltd
5.957
3.729
0
0
Maltco Lotteries Ltd
800
1.576
15
0
Intralot Maroc S.A.
1.623
1.208
-105
1.174
Intralot Ireland LTD
1.651
1.620
126
0
Intralot Benelux B.V.
960
3.868
0
0
Intralot International Ltd
255
3.434
0
417
Intralot Global Operations B.V.
238
4.800
1.166
3.014
Intralot Inc
3.215
8.206
0
0
Bilyoner Interaktif Hizmelter A.S.
1.716
1.945
112
65
Intralot Iberia Holdings S.A.
921
3.218
488
116
Intralot Global Holdings B.V.
879
11
0
1.430
Other related parties
1.637
2.689
622
739
Executives and members of the board
0
0
4.972
5.206
Total
29.694
53.677
29.113
41.128
The above-mentioned related party transactions include purchase of Tangible / Intangible assets (including Right
of Use assets) & inventory of amounts € 5.150 thousand (31/12/2021: € 2.241 thousand) for the Group and €
2.851 thousand (31/12/2021: € 716 thousand) for the company.
Group
Receivables
Provisions for doubtful
receivables
Payables
(total operations)
31/12/2022
31/12/2021
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Intracom Holdings Group
3.427
1.348
0
0
8.965
7.697
Lotrich Information Co LTD
982
525
0
0
0
0
VSC
4.559
5.136
0
0
0
0
Inver Club SA
1.317
1.182
-2
0
0
0
Other related parties
2.973
9.093
-242
-6.097
-86
225
Executives and members
of the board
0
32
0
0
334
360
Total
13.258
17.316
-244
-6.097
9.213
8.282
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
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From the company income in 2022, €1.993 thousand (2021: €4.997 thousand) refer to dividends, mainly from
our subsidiary in Turkey, Bilyoner AS, and also from the associate Lotrich Information Co LTD.
The BoD and Key Management Personnel transactions and fees for the Group and the Company for the year
1/1/2022-31/12/2022 were €7,7 million and €5,0 million respectively (2021: €7,6 million and €5,2 million
respectively).
ALTERNATIVE PERFORMANCE MEASURES (“APM”)
The Group uses Alternative Performance Measurements ("APM") in decision-making regarding its financial,
operational and strategic planning as well as for the evaluation and publication of its performance. These APMs
serve to better understand the financial and operating results of the Group, its financial position and the cash
flow statement. Alternative indicators ("APM") may not be comparable with similarly titled measures presented
by other companies, should always be taken into account in conjunction with the financial results prepared in
accordance with IFRS and under no circumstances replace them.
Definitions and reconciliation of APM
In the description of the Group's performance, "Adjusted” indicators are used:
•
Net sales after winner’s payout (GGR)
•
EBITDA, and
•
Net Debt
Net Sales after winners’ payout (GGR)
The “Net Sales after winners’ payout (GGR)” are calculated by subtracting the “Pay out” from “Sale proceeds”.
The relevant calculations are illustrated below:
GROUP
1/1-31/12/2021
1/1-31/12/2020
Sale proceeds
392.791
413.998
Winners Pay out (note
2.6
)
-48.867
-78.694
Net sales after winners payout (GGR)
343.924
335.304
Company
Receivables
Provisions for doubtful
receivables
Payables
31/12/2022
31/12/2021
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Intracom Holdings Group
2.707
42
0
0
3.579
3.321
Intralot International Ltd
12.825
13.452
0
0
17
420
Betting Company S.A
3.462
1.591
0
0
5.984
4.702
Intralot Global Holdings B.V.
878
11
0
0
4.142
4.142
Intralot Gaming Services PTY
1.753
811
0
0
39
36
Maltco Lotteries Ltd
38
1.464
0
0
2
0
Lotrom S.A.
1.663
1.663
0
0
12.733
12.734
Intralot Inc
2.178
439
0
0
0
0
Intralot Finance UK LTD
4.139
1.558
0
0
267.309
250.425
Lotrich Information Co LTD
982
525
0
0
0
0
Intralot Maroc S.A.
8.331
6.989
0
0
1.068
1.174
Intralot Global Operations B.V.
8.018
7.069
0
0
4.880
3.014
Intralot Adriatic DOO
9.621
8.119
0
0
12
1.350
Intralot Benelux B.V.
1.498
3.159
0
0
3
0
Bilyoner Interaktif Hizmelter AS
0
0
0
0
1.195
1.701
Other related parties
3.132
8.723
-463
-6.318
1.052
1.876
Executives and members of the
board
0
0
0
0
260
263
Total
61.225
55.615
-463
-6.318
302.275
285.158
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
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Net Debt
Net debt is an APM used by the management to assess the capital structure of the Group. Net debt is calculated
by adding to "Long-term debt" the "Long-term lease liabilities" the "Short-term debt" and the "Short-term lease
liabilities" and deducting from total the “Cash and cash equivalents”.
GROUP
31/12/2022
31/12/2021
Long-term loans
558.929
578.805
Long-term lease liabilities
11.424
9.179
Short-term loans
17.774
13.678
Short-term lease liabilities
4.698
2.857
Total Debt
592.825
604.519
Cash and cash equivalents
-102.366
-107.339
Net Debt
490.459
497.180
Lending of discontinued operations
0
0
Cash and cash equivalents
0
0
Net Debt (adjusted)
490.459
497.180
EBITDA from continuing operations
122.871
110.440
Leverage
3,99
4,50
EBITDA
International Financial Reporting Standards (IFRS) do not define the content of the “EBITDA” & “EBIT”. The
Group taking into account the nature of its activities, defines “EBITDA” as “Operating Profit/(Loss) before tax”
adjusted for the figures “Profit/(loss) from equity method consolidations”, “Profit/(loss) on net monetary
position”, “Exchange Differences”, “Interest and similar income”, “Interest and similar expenses”,
“Income/(expenses) from participations and investments”, “Write-off and impairment loss of assets”,
“Gain/(loss) from assets disposal”, “Reorganization costs” and “Assets depreciation and amortization”. Also, the
Group defines “EBIT” as “Operating Profit/(Loss) before tax” adjusted for the figures “Profit/(loss) from equity
method consolidations”, “Profit/(loss) on net monetary position”, “Exchange Differences”, “Interest and similar
income”, “Interest and similar expenses”, “Income/(expenses) from participations and investments” ,“Write-off
and impairment loss of assets” and “Gain/(loss) from assets disposal”.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
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Reconciliation of operating profit before tax to EBIT and EBITDA
(continuing operations):
GROUP
1/1-31/12/2022
1/1-31/12/2021
Operating profit/(loss) before tax
29.765
37.101
Profit / (loss) to net monetary position
-15.380
-595
Profit / (loss) from equity method consolidations
-256
-213
Exchange Differences
430
1.165
Interest and similar income
-2.194
-47.381
Interest and similar expenses
38.911
60.942
Income/(expenses) from participations and investments
887
-45.112
Gain/(loss) from assets disposal, impairment loss and write-off of assets
-577
16.318
EBIT
51.586
22.225
Depreciation and amortization
70.063
71.046
Reorganization costs
1.223
17.170
EBITDA
122.871
110.440
From the information stated above and from the Financial Statements you are able to have a complete picture
of the Group for the year 1/1/2022 - 31/12/2022.
Peania, 11/4/2023
Sincerely,
Chairman of the Board of Directors
and Group CEO
Sokratis P. Kokkalis
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
77
Public
Explanatory Report on Article 4 par. 7 & 8 of L. 3556/2007
1. Share capital structure.
The share capital of the Company amounts today to one hundred eleven million four hundred one thousand
one hundred Euros (€111,401,100) divided by three hundred seventy-one million three hundred thirty seven
thousand (371,337,000) nominal shares at thirty cents (€0.30) each.
All Company shares are introduced to the Athens Stock Exchange for negotiation, in the Surveillance category,
under “Travel & Leisure / Casinos & Gambling” Sector. Company shares are common registered shares with a
voting right.
2. Restrictions on company share transfer.
Transfer of Company shares is made in accordance with the law, and the Company Statute contains no
restrictions on transfer.
3. Major direct or indirect participation pursuant to the Articles 9 to 11 of L. 3556/2007
“The Queen Casino & Entertainment Inc.”(former “CQ Holding Company, Inc.”) held 32.90% of the corporate
share capital as of 31/12/2022. On 27/02/2023 the company
“
CQ Lottery LLC
”
, duly incorporated and existing
under the laws of Delaware, acquired from “The Queen Casino & Entertainment Inc.” the entire above-
mentioned percentage (32.90%) of the corporate share capital. “CQ Lottery LLC” is a company controlled by
“The Queen Casino & Entertainment Inc.” which is a company controlled by “Standard General Management,
LLC”, which in turn is controlled by “Acme Amalgamated Holdings, LLC”, which is ultimately controlled by Mr.
Soohyung Kim.
ALPHACHOICE SERVICES LTD, held 32.424% of the corporate share capital as of 31/12/2022. ALPHACHOICE
SERVICES LTD is a company 100% controlled by the company “Κ
-GENERAL INVESTMENTS AND SYSTEMS
SINGLE MEMBER HOLDINGS SOCIÉTÉ ANONYME” (distinctive title “K-SYSTEMS”), whose sole shareholder is
Mr. Socrates Kokkalis.
All other natural or legal person / entity own no more than 5% of the corporate share capital.
4. Shareholders with special control rights (all types of shares).
Corporate shares, which confer special control rights to their holders, have not been issued.
5. Restrictions on the voting right.
The Company Statute does not provide for restrictions on the voting right.
6. Agreements between Company Shareholders.
The Company has no notion of agreements between its shareholders that may result in restrictions both on
share transfer and on the exercise of the related voting rights
7. BoD members’ appointment rules and replacement; Statute amendments.
The rules of the Company Statute concerning appointment and replacement of corporate BoD members, as
well as amendments in the Statute provisions, are conformed with Law 4548/2018.
8. BoD or BoD member responsibility for the issuance of new shares or the purchase of own shares.
Intralot BoD is responsible for issuing new shares in the following cases:
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
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a.
According to article 5 § 2 and 3 of the corporate Statute:
«2. Without prejudice to the provisions of par. 3 of this article, it is decided herewith that the Company's
Board of Directors is entitled upon relevant authorization of the General Meeting of the Company's
Shareholders, to make a decision by the majority of two thirds (2/3) of all its members and to increase the
Company's share capital, wholly or partly, by issuing new shares for an amount which cannot exceed three
times the amount of the share capital which was paid up on the date when such power and authority was
granted to the Board of Directors. The above decision of the General Meeting of the Company's Shareholders
is subject to publication in accordance with the provisions of article 13 of L. 4548/2018.
The above power and authority of the Board of Directors can be renewed by the General Meeting of the
Company's Shareholders for a period of time not exceeding a five-year period for each renewal, while it
becomes effective after the expiration of each five-year period.
3
.
Any decision on increase of the Company's share capital made in accordance with the provisions of par.
2 of this article constitutes a modification of the Company's Articles of Association″.
By the decision of the Extraordinary General Meeting of the Company’s Shareholders dated 23/05/2022, the
Board of Directors of the Company was granted the right to decide on the increase of the corporate share
capital by an amount not exceeding the 150% of the paid share capital, i.e. to increase it by up to
€66,841,553.25 (nominal capital). Pursuant to this, the Board of Directors at its meeting of 21/06/2022
decided to increase the corporate share capital by €66,840,064.5. The increase was completed on 26/07/2022.
The above power and authority granted by the General Meeting to the Board of Directors was valid for six (6)
months from the date of the decision of the General Meeting, i.e. until 23/11/2022 and since then the Board
of Directors has no right to decide on the increase of the corporate share capital.
b.
In the cases referred to in article 26 of the L. 4548/2018 and article 113 of L.4548/2018 in accordance
with the article 7 § 3 and 4 (grant stock option rights) last quotation of Articles of Association.
″3. In any case of increase of the Company's capital, which is not ma
de by way of contribution in kind as well
as in the case of issue of bonds convertible into shares, the shareholders of the Company at the time of issue
of the new shares have a pre-emption right as regards the acquisition of all new shares or the participation in
the bond loan, on a pro-rata basis, according to the number of shares they already own.
The pre-emption right should be exercised within the deadline set by the Company's body which decided on the
increase. Such deadline can under no circumstances be less than fourteen (14) days, without prejudice to the
provisions regarding deadline for payment of the share capital, as specified in article 20 of L.4548/2018. In
case of paragraph 2 of article 25 of L.4548/2018, the deadline set for the exercise of the pre-emption right
starts as of the date when the relevant decision of the Board of Directors was made regarding determination of
the price of disposal of the new shares. After the expiration of such deadlines, the shares which have not been
paid according to everything specified hereinabove, shall be disposed of by the Company's Board of Directors
at its discretion at a price which cannot be less than the price paid by the shareholders at the time of increase.
In the event that the Company's body which decided on the increase of the capital fails to set the deadline for
the exercise of the pre-emption right, then such deadline or any extension thereof, is set upon decision of the
Company's Board of Directors within the period of time specified in article 20 of L. 4548/2018
The invitation regarding the exercise of the pre-emption right should also specify the deadline for the exercise
of such right and is subject to publication by the Company in the Government Gazette. Without prejudice to
the provisions of paragraph 2 of article 25 of L. 4548/2018, the invitation regarding the exercise of the pre-
emption right and the notification regarding the deadline set for the exercise of the pre-emption right,
according to everything specified hereinabove, may be omitted, provided that shareholders representing the
entire share capital were present in the meeting and provided that they were notified of the deadline set for
the exercise of the pre-emption right or declared that they have decided whether they shall exercise or not
the pre-emption right. The publication of the invitation may be replaced by a registered letter, return receipt
requested.
Upon decision of the General Meeting of the Company's Shareholders made in accordance with the provisions
of paragraphs 3 and 4 of article 130 and paragraph 2 of article 132 of L. 4548/2018, the pre-emption right
specified in article 26 of L. 4548/1920, may be limited or abolished. Such decision can only be made in the
event that the Company's Board of Directors has submitted to the General Meeting of the Company's
Shareholders a written report specifying the reasons why the pre-emption right should be curtailed or abolished
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
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Public
and justifying the price which is suggested for the issue of the new shares. The decision of the General Meeting
is subject to publication. There is no case of exclusion from the pre-emption right, according to everything
specified in the previous paragraph, when shares are taken by credit institutions or by companies providing
investment consulting services, which are entitled to accept title deeds for safeguarding, according to
everything specified in the previous paragraph, and in order to offer them to the shareholders, in accordance
with the provisions of paragraph 1 of article 26 of L. 4548/2018. In addition, there is no case of exclusion from
the pre-emption right, when the capital increase is intended to give employees a holding in the Company's
share capital in accordance with articles 113 and 114 of L. 4548/2018. The Capital may be increased, in part,
by contributions in cash and, in part, by contribution in kind. In this case, the competent body which decides
on the increase should declare that the fact that shareholders who contribute in kind do not participate in the
increase, which is made by contribution in cash too, does not constitute an exclusion of theirs of the pre-
emption right, if the percentage of contributions in kind in comparison to the entire amount of increase is at
least equal to the percentage of share capital owned by those shareholders, who make the said contributions.
In case of increase of the capital partially by contribution in cash and partially by contribution in kind, the
value of contributions in kind should
have been assessed, in accordance with the provisions of articles 17 and
18 of L. 4548/2018, before any relevant decision is made.
“4. Upon decision of the General Meeting of the Company's Shareholders made, in accordance with the
provisions of paragraphs 3 and 4 of article 130 and paragraph 2 of article 132 of L.4548/2018, a plan may be
prepared for the disposal of shares to the members of the Board of Directors and to the personnel of the
Company and of other affiliated companies as defined in article 32 of L.4308/2014, in the form of a pre-
emption right (option), on the terms and conditions of such decision, while a summary of such decision is
subject to publication. Persons who provide services to the Company on a regular basis can also be designated
as beneficiaries in the above plan. The nominal value of shares, which are disposed of according to the
provisions of this paragraph, can under no circumstances exceed one tenth (1/10) of the share capital, which
was
paid up on the date when such decision was made by the General Meeting of the Company's
Shareholders. The decision of the General Meeting of the Company's Shareholders specifies that, in order to
satisfy the legal requirements with regard to the pre-emption right, the Company will increase its share capital
or will use shares, which are acquired or have been acquired by the Company, in accordance with the
provisions of
article 49 of L. 4548/2018. In any case, the decision of the General Meeting of the Company's
Shareholders should specify the highest number of shares which may be acquired or issued, in the event that
the beneficiaries shall exercise the above mentioned right of theirs, the price and the terms and conditions for
disposal of the shares to the beneficiaries, the beneficiaries or the categories of beneficiaries and the method
used for the determination of the price of acquisition thereof, without prejudice to the provisions of paragraph
2 of article 35 of L. 4548/2018, the duration of the plan as well as any other relevant term and condition.
According to the same decision the beneficiaries or the categories of beneficiaries, the way of exercise of the
pre-emption right and any other term and condition related to the plan for the disposal of shares. According
to the terms and conditions of the plan, the Company's Board of Directors issues for the beneficiaries who
exercised their right certificates proving that they have acquired shares and every three months maximum, it
delivers the shares which have already been issued or are issued and it delivers the shares to the above named
beneficiaries, by increasing the Company's share capital, while it confirms the increase of the share capital.
The decision of the Company's Board of Directors confirming the payment of the amount of increase should
be made every three months, in deviation of the provisions of article 20 of L. 4548/2018. The provisions of
article 26 of L. 4548/2018 do not apply to those capital increases.
Upon decision made, in accordance with the provisions of paragraphs 3 and 4 of article 130, and paragraph 2
of article 132 of L. 4548/2018, which is
subject to publication, in accordance with the provisions of article 12
of L.4548/2018, the General Meeting of the Company's Shareholders is
entitled to authorize the Company's
Board of Directors to prepare a plan for the disposal of shares, according to the provisions of the previous
paragraph, by increasing the share capital, if necessary, and by making all other relevant decisions. Such
authorization is valid for five (5) years, unless the General Meeting of the Company's Shareholders shall
determine that it is valid for a shorter period of time and that it is irrelevant to the powers and authorities of
the Company's Board of Directors, specified in paragraph 1 of article 24 of L. 4548/2018. The resolution of
the Company's Board of Directors shall be passed under the terms of article 113 of L. 4548/2018. The above
do not apply where the plan for the disposal of shares has been included in the approved remuneration policy.
With respect to the disposal of shares to members of the Board of Directors and/or employees of the Company
or its associated companies as defined in article 32 of L. 4308/2014 free of charge, the provisions of article
114 of L. 4548/2018 shall apply.″
c. Pursuant to the current Law 4548/2018 company may acquire own shares.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
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INTRALOT S.A., according to article 49, L. 4548/2018, and based on the resolution of the Shareholder’s Annual
General Meeting which took place on the 29/05/2020, approved a buy-back program of up to 10% of the paid
share capital, for the time period of 24 months with effect from 29/05/2020 and until 29.05.2022, with a
minimum price of €0.30 and maximum price of €12.00. It also approved that the own shares which will
eventually be acquired may be held for future acquisition of shares of another company or be distributed to
the Company's employees or the staff of a company related with it.
During the year 2022 the Company canceled 3,724,936 treasury shares and no longer holds any treasury
shares.
9. Key agreement by the Company, which becomes effective, is amended or terminated in case the
Company control changes hands following a public offer, and the results of such agreement.
Some of the contracts of the INTRALOT Group include Change of Control clauses, which give the counterparty
state authority the right to check the persons acquiring a significant stake in the company that manages the
project and/or in the Parent Company, and/or the right to terminate the contract in the event of significant
findings as to the suitability of these persons.
In addition, the Group’s subsidiary, Intralot Capital Luxembourg S.A. (the Issuer) has issued a common bond
loan in the principal amount of €500,000,000 maturing in 2024 (the Facility). Under the terms of the Facility,
in the event of a Change of Control, the holders of the bond loan are given the right to request the Issuer to
redeem the bonds held by them, or part thereof, at 101% of their nominal value plus accrued interest up to
the payment date. Within 30 days from the date of the Change of Control, the Issuer (or the Parent Company)
is obliged to inform the investing public about the occurrence of the Change of Control. A Change of Control
under Facility B is defined as (1) the direct or indirect sale, transfer or other action having a similar effect of
all or substantially all of the assets of the Parent Company and its subsidiaries to any third party, (2) the
dissolution and liquidation of the Parent Company, (3) any transaction that would result in any third party
(i.e., a Non-Permitted Holder) acquiring more than 35% of the voting rights in the Parent Company without
the Permitted Holders having a larger percentage of voting rights at the same time; and (4) the replacement
of the majority of the members of the Board of Directors of INTRALOT S. A., within a period of two years, with
members not approved by the Board of Directors, as constituted on the date of issuance of the above bond
loan, or by one or more of the Permitted Holders.
In addition, the Group’s subsidiary in the United States, “Intralot, Inc.”, signed on July 28, 2022 a Credit
Agreement (the “Credit Agreement”) with KeyBank National Association Inc. as Administrative Agent and
Issuing Lender and a syndicate of U.S. financial institutions for a 3-year Term Loan of $230,000,000 plus a
committed Revolving Credit Facility (RCF) of $50,000,000. From the amounts of the Credit Agreement, Intralot
Inc. repaid in full the Senior Notes due in 2025 of a common bond loan in the aggregate principal amount of
USD254,042,911 issued in 2021. Under the terms of the Credit Agreement, in the event of a Change of Control,
“Intralot, Inc.” will repay the amounts under the Credit Agreement. Under the terms of the Credit Agreement
a change of control is defined as the following: (1) the Permitted Holders are not holding, in aggregate, the
51% of the voting rights in “Intralot, Inc.”, directly or indirectly, (2) during 12 consecutive months, the
majority of the members of the Board of Directors are not persons who were members on the first day of such
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period or persons designated by the originally existing members, (3) a change of control as it may be defined
in a Material Debt Agreement i.e. of an amount exceeding the $20,000,000.
10. Any agreement between the Company and members of its BoD or its personnel providing for
indemnification in case of non-well founded resignation or dismissal or termination of mandate/
employment due to a public offer.
There are no agreements between the Company and members of its BoD or its personnel providing for
indemnification in case of non-well founded resignation or dismissal or termination of mandate/ employment
due to a public offer.
CORPORATE GOVERNANCE STATEMENT
Ι. Reference to the Corporate Governance Code the Company is subject to and the
location where
this Code is available to the public
.
This Corporate Governance Statement constitutes special part of the Annual Report of the Board of Directors,
according to the provisions of articles 152 and 153 of L 4548/2018.
The institutional framework governing the Company’s operation and obligations is L. 4548/2018 on the reform
of the law of sociétés anonymes and L. 4706/2020 on corporate governance. As a listed company in the Athens
Stock Exchange, the Company has additional obligations in respect of the individual sections of governance,
investors’ and supervisory authorities’ information, etc. The principal laws describing and imposing the
additional obligations are L. 4706/2020 and the Hellenic Capital Market Commission decisions and circulars
issued by delegated authority of the law (decisions no. 1Α/8
90/18.09.2020, 1/891/30.09.2020 as amended
and in force,2/905/3.3.2021,circular 60/18.9.2020), 425/21.02.2022 document of the Hellenic Capital Market
Commission with caveats, clarifications and recommendations ,L. 3556/2007, L. 4374/2016, the ATHEX
Exchange Rulebook, the provisions of article 44 of L. 4449/2017 (Audit Committee), as amended by article 74
of L. 4706/2020 and in force, in conjunction with the caveats, clarifications and recommendations of document
No. 1149/17.05.2021 of the Hellenic Capital Market Commission, as well as decision no. 5/204/14.11.2000 of
the BoD of the Hellenic Capital Market Commission, as in force. The Company took care for the timely
adjustment of its corporate governance framework to the provisions of L. 4706/2020, as well as to the
decisions of the Hellenic Capital Market Commission, that were issued by delegated authority of said law. The
meeting of 30/06/2021 of the Board of Directors adopted the Hellenic Corporate Governance Code (June 2021
edition) of the Hellenic Corporate Governance Council (HCGC) (hereinafter referred to as the “Code”). The
Code is available on the Company website http ://www.intralot.com along with its English translation. During
2021, the Company complied with the provisions of the above Code, with the deviations stated below., while
it intends to adopt appropriate policies and proposals to minimize existing deviations from the provisions of
the Code.
ΙΙ Reference to corporate governance practices applied by the Company in addition to provisions
of the law, and reference to the location where they are published.
The Company does not apply any other practices in additional to provisions of the applicable legal framework
related to corporate governance.
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ΙΙI. Deviations from the Corporate Governance Code
Hellenic Corporate Governance Code
Explanation/Justification for the Deviation
from the Specific Practices of the Hellenic
Corporate Governance Code
2.2.15 The company ensures that the
diversity criteria concern, in addition to the
members of the Board of Directors, senior
and/or
senior
management with specific representation
objectives by gender, as well as timetables
for achieving them.
The Company has not adopted a specific
diversity policy with regard to gender
balance
for
the
senior
and
C-level
executives.
However, the Company’s Code of Conduct
states that it operates under fair and lawful
human resource management procedures
without discrimination on the basis of age,
race, gender, color, national origin, religion,
health, political or ideological views, or other
characteristics of employees protected by
laws and regulations.
The Company’s
objective is the fair and equitable treatment
of
all
employees,
including
their
improvement and development.
2.2.21 The Chair shall be elected by the
independent non-executive members.
In the event that the Chair is elected by the
non-
executive
members,
one
of
the
independent non-
executive members shall
be appointed, either as vice-
chair or as a
senior
independent
member
(Senior
Independent Director)
2.2.22. The independent non-executive
Vice-
Chair or Senior Independent Director
shall, as appropriate, have the following
responsibilities:
To support the Chair, to act as a liaison
between the Chair and the members of the
Board of Directors, to coordinate the
independent non-
executive members and
lead the evaluation of the Chair.
The Board of Directors has appointed a
Chairman, who is an Executive Member of
the Board, and a Non-
Executive Vice
Chairman, who is not an Independent-Non-
Executive Member of the Board, but due to
his long experience and involvement in the
Company’s business activities as a former
CEO/General Manager of the Company for
more than twenty years, he contributes to
the adequate information of the Non-
Executive Members ensuring their effective
participation
in
the
supervision
and
decision-making process.
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2.4.7. The Chair of the Board of Directors
may be a member of the remuneration
committee but may not chair it if he is not
independent.
In the event that the Chair of the Board of
Directors is a member of the remuneration
committee, he cannot participate in the
determination of his remuneration.
A
member of the committee to be appointed
as its Chair should have served on the
committee as
a member for at least one
year, unless the committee has not been
established or operated in the previous
year.
The Chairman of the Board of Directors is
not a member of the Remuneration and
Nomination Committee for the Election of
Members of the Board of
Directors. The
Chairman
of
the
Remuneration
and
Nomination Committee for the Election of
Members of the Board of Directors that was
formed by the Board of Directors of the
Company on 30.06.2021 is an Independent
Non-Executive member, elected for the first
time as a member of the Board of Directors
of the Company. Therefore, she has not
served as a member of the Remuneration
and Nomination Committee for the Election
of Members of the Board of Directors for at
least one year prior to her appointment as
the Chairman. The same applied to all the
Independent Non-Executive members of the
Board of Directors at the date of their
election (29.06.2021). As a result, based on
the current composition of the Board of
Directors, it is not feasible to comply with
the above Special Practice. However, based
on her resume, the Chairman of the
Committee is competent and has proven
knowledge and experience as well as
organizational and managerial skills for the
position she has been assigned to.
2.4.14 The contracts of the executive
members of the Board of Directors provide
that the Board of Directors may require the
refund
of
all
or
part
of the bonus awarded, due to breach of
contractual terms or incorrect financial
statements of previous years or generally
based on incorrect financial data, used for
the calculation of this bonus.
There is no such clause in the contracts of
the Executive members of the Board of
Directors. These contracts have been
concluded on a date prior to the entry into
force of the Hellenic Corporate Governance
Code.
3.1.5 The chair shall work closely with the
Chief Executive and the Corporate Secretary
to prepare the Board of Directors and to fully
inform its members.
The positions of Chairman and CEO coincide
in the same person who is in close
cooperation with the Company Secretary.
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ΙV. Description of the main attributes of the Company’s and the companies included in the
consolidated financial statements taken as a total, internal audit and risk management systems,
in relation to the process of financial reports drafting.
The BoD maintains an effective internal audit system whose purpose is to safeguard the investments and
assets of the Company and to identify and resolve major risks. The internal audit system is defined as the set
of procedures implemented by the Board of Directors, the Management and the employees of the Company,
and aims to ensure the effectiveness and efficiency of corporate operations, the accuracy of financial reporting
and the compliance with applicable legislation and regulations.
The Board of Directors monitor and regularly review the implementation of corporate strategy. At the same
time, it should regularly review the main risks faced by the company and the effectiveness of the internal audit
system regarding the management of said risks. The review should comprise all vital audits, including financial
and operational audits, compliance testing and the monitoring of risk management systems. The Board of
Directors, through the Audit Committee, also develop direct and regular contact with external and internal
auditors in order to receive regular updates from the latter in relation to the proper operation of the control
system.
The Board of Directors must certify in writing that the annual and interim financial statements reflect
objectively the financial position of the company and the companies included in the consolidated financial
statements taken as a total. This certification should follow the corresponding certification by the Company
auditors.
The Board of Directors is responsible for the presentation of all significant business risks related to the
operation of the company and the companies included in the consolidated financial statements taken as a
total, providing explanations where it deems necessary, in the preparation of annual and interim financial
statements. All published interim and annual financial statements include all necessary information and
disclosures on the financial statements, in accordance with International Financial Reporting Standards, as
adopted by the European Union, reviewed by the Audit Committee and approved in their entirety respectively
by the Board of Directors. The preparation of internal reports to the Management and the reports required by
L.4548/2018, the International Financial Reporting Standards and the supervisory authorities is done by the
Financial Management, which has the appropriate and experienced executives for this purpose. The
Management ensures that these executives are properly informed about the changes in the accounting and
tax issues concerning the Company and the Group.
The Internal Audit Service has been appointed in accordance with the requirements of the Greek legislation,
has been sufficiently staffed and assesses the adequacy of internal controls. The Internal Audit Service is
independent from other business units, and in the fulfillment of its duties, all documents, divisions and
employees must be made available to it. The Internal Audit Service reports to the Audit Committee of the
Board of Directors. The Internal Audit Service operates in accordance with a program established by it and
approved by the Audit Committee and the Board of Directors and submits reports on a three months basis
before the publication of financial information.
Responsibilities
The Head of Internal Audit has the responsibility to:
• Submit, at least annually, to the BoD Audit Committee a risk-based internal audit plan for review and
approval.
• Communicate to Senior Management and the BoD Audit Committee the impact of resource limitations on the
internal audit plan.
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• Review and adjust the internal audit plan, as necessary, in response to changes in Intralot Group’s business,
risks, operations, systems and controls.
• Communicate to Senior Management and BoD Audit Committee any significant interim changes to the
internal audit plan.
• Ensure each engagement of the internal audit plan is executed, including the establishment of objectives
and scope, the assignment of appropriate and adequately supervised resources, the documentation of work
programs and testing results, and the communication of engagement results with applicable conclusions and
recommendations to appropriate parties.
• Draft Audit Reports embedding the findings, the risks and respective recommendations for improvement,
along with the auditees' Management response, i.e. the mutually agreed corrective actions (Action Plan) with
predetermined deadlines or equivalent measures and/or the acknowledgment of particular risks (Risk
Acceptance), and the finalized audit conclusions, which are issued and distributed to the Senior Management.
The approved remedial actions which address the findings identified in the Audit Reports must be completed
by the auditees, within agreed deadlines. The Internal Audit Unit monitors and evaluates the proper
implementation and completion of all the restorative measures required to mitigate the corresponding risks,
through follow up audit procedures.
• Report periodically to Senior Management and the BoD Audit Committee any corrective actions not effectively
implemented.
• Ensure the Internal Audit Unit collectively possesses or obtains the knowledge, skills, and other competencies
needed to meet the requirements of the Internal Audit Unit Charter.
• Ensure trends and emerging issues that could impact Intralot Group are considered and communicated to
Senior Management and the Audit Committee as appropriate.
Furthermore, the Internal Audit Unit:
• Monitors and evaluates of the implementation of the Company’s Internal Regulation and the system of
internal controls, particularly concerning the adequacy and accuracy of the financial and non-financial
information, the risk management, the regulatory compliance and the Code of Corporate Governance adopted
by the Company.
• Monitors the compliance with the Articles of Association and, in general, the legislation governing the
Company, particularly the stock market and Société Anonyme companies’ legislation
• Provides assurance on the compliance with the commitments outlined in Company’s press releases and
business plans concerning the utilization of the funds raised from the regulated stock market.
Moreover, the Head of Internal Audit:
• Reports to the Board of Directors of cases of conflict of interest between the members of the Board of
Directors or the management executives and the Company, detected during the performance of his/ her duties.
• Communicates to the BoD Audit Committee of the audit results at least quarterly.
• Discloses of any information requested in writing by the Supervisory Authorities, collaborates with them and
facilitates their monitoring, audit and supervising activities in every possible way.
• Is also present at the General Assembly Meetings of the Shareholders.
The members of the Board of Directors, through the Audit
Committee and the Internal Audit Service, are
ultimately responsible for ensuring the adequacy and effectiveness of the internal control system and the
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monitoring and supervision of its effective implementation. The Management of the Company is responsible
for the development of a strategy for the Board of Directors as regards a secure internal control system.
The Internal Audit Service adopting a systematic and professional approach to the improvement of the
effectiveness of risk management procedures, internal audit systems and corporate governance.
Specifically,
•
Risks be identified and managed effectively.
•
Resources (assets) of the Company be protected and used efficiently.
•
Financial and management reporting be reliable, accurate and current.
•
Employees comply with the policies, procedures and standards of the Company.
•
Company conformance with the regulatory framework governing its operation.
•
The Internal Audit Service, throughout the audit process, presents proposals aiming to
continuously improve internal control systems in order to achieve high productivity and efficiency.
The Company, by decision of its Board of Directors, has entrusted Grant Thornton Chartered Accountants
Management Consultants with the project “Provision of Internal Control System Evaluation Services”, in order
to evaluate the adequacy and effectiveness of the Internal Control System (“ICS”) of the Company “INTRALOT
S.A.” and its significant subsidiaries, INTRALOT INC. GROUP and INTRALOT AUSTRALIA GROUP as of the
reporting date of 31/12/2022, in accordance with the provisions of Paragraph 3 (j) and para. 4 of article 14 of
Law No. 4706/2020 and Resolution 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market
Commission, as applicable (the “Regulatory Framework”).
This evaluation of the Internal Control System was successfully completed in March 2023 and covered the
following items: The Control Environment, the Risk Management, the Control Mechanisms and the Safeguards,
the Information and Communication System and the Monitoring of the Company’s Internal Control System.
The Conclusion of the Independent Evaluator, namely Ms. Athina Moustaki, Certified Public Accountant with
registration number 28871 and Partner of Grant Thornton which is included in the final report on the evaluation
of the adequacy and effectiveness of the ICS dated 28/03/2023 concludes that from the work performed and
the evidence obtained on the evaluation of the adequacy and effectiveness of the ICS of the Company and its
significant subsidiaries, no weaknesses were identified that could be considered as material weaknesses in the
ICS of the Company and its significant subsidiaries in accordance with the Regulatory Framework.
This result is another confirmation that the Company is in continuous compliance with the legislative and
regulatory framework governing the Internal Audit System and adopts best practices in order to ensure the
lawful and proper operation of the Internal Control System of the Company and its major subsidiaries.
V. Information demanded by the article 10 par. 1 of Directive 2004/25/EK of the European
Parliament and Council.
The information demanded by article 10 par. 1 of Directive 2004/25/EK of the European Parliament and Council
is included, according to article 4 par. 7 of L. 3556/2007, in the Explanatory Report which comprises part of
the Annual Report of the Board of Directors.
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VI. Information regarding the function of the General Meeting of shareholders and its main
authorities, description of shareholders’ rights and of the manner they are exercised
.
The General Meeting of the Company's shareholders is the supreme body of the Company and it is entitled to
decide on every Company issue as per L.
4548/2018.
The decisions of the General Meeting shall also be
binding on absent or dissenting shareholders.
The General Meeting of the Company's Shareholders is the sole competent body to decide on the following
issues:
a) Modifications of the Articles of Association; Modifications include increases, regular or
extraordinary, and decreases of the share capital;
b) Election of members of the Board of Directors, and auditors;
c) The approval of the overall management as per article 108 of L.4548/2018 and the discharge
of auditors;
d) Approval of the annual and any consolidated financial statements;
e) Distribution of annual profits;
f) The approval of the provision of remuneration or advance payments as per article 109 of
L. 4548/2018;
g) The approval of the overall remuneration policy as per article 110 of L. 4548/2018 and of the remuneration
report as per article 112 of L. 4548/2018;
h) The merger, splitting, transformation, revival, extension of the duration or the dissolution
of the
Company; and
i) Appointment of liquidators.
The General Meeting shall meet at the registered head office of the company or in the district of another
municipality within the district of the Company's registered head office or of another municipality adjacent to
the Company's registered head office or in the district of the municipality where the registered head office of
the Athens Stock Exchange is located. The General Meeting can meet anywhere when shareholders with voting
rights representing the entire capital are present or represented in the meeting and no shareholder objects to
the convening of the meeting and to any decision-making.
With the exception of repetitive meetings, the invitation to the General Meeting must be published at least
twenty (20) full days before the day of the meeting.
The invitation to the General Meeting of the Company's Shareholders should clearly specify the date and time
of the meeting, the premises - exact address where the meeting shall take place as well as the agenda items.
It should also specify the shareholders being entitled to participate in the meeting and any instructions as
regards the way in which those shareholders shall participate in the meeting and shall exercise their rights, in
person or through a representative or from a distance.
Furthermore, the invitation to the General Meeting
should specify everything provided for in paragraph 4 of article 121 of L.4548/2018 and be published in
accordance with the provisions of article 122 of L. 4548/2018. No other invitation to the repetitive meeting is
required, if the initial invitation specifies the place and date of the repetitive meeting, provided that the
repetitive meeting shall be convened at least five (5) full days after the meeting which was adjourned.
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Right to attend General Assemblies
Every shareholder is entitled to participate and vote in the General Meeting of the Company's Shareholders
either in person or through a representative, in accordance with the provisions of articles 124 and 128 of L.
4548/2018.
Shareholders who have not complied with the deadline of paragraph 4, article 128 of L. 4548/2018 participate
in the General Meeting unless the General Meeting refuses their participation for serious cause justifying such
refusal.
Quorum Majority
A quorum is present and the General Meeting validly convenes on the items of the agenda, when shareholders
representing one fifth (1/5) of the paid up capital are present in person or by proxy. If such quorum fails to
be present in the first meeting, the General Meeting shall be held again within twenty (20) days of the date of
postponement, by invitation with notice of at least ten (10) days. The repetitive General Meeting is considered
to have reached a quorum and validly meets in order to discuss the initial agenda items regardless of the part
of the paid-up capital being represented therein. No other invitation to the repetitive meeting is required, if
the initial invitation specifies the place and date of the repetitive meetings, provided that the repetitive meeting
shall be convened at least five (5) full days after the meeting which was adjourned.
The decisions of the General Meeting of the Company's Shareholders are made by absolute majority of votes
being represented in the meeting.
Exceptionally, the General Meeting is considered to have reached a quorum and validly meets in order to
discuss the agenda items when shareholders representing at least one half (1/2) of the paid-up capital are
present or represented therein, and in order to make decisions related to:
a)
change of the Company's nationality;
b)
alteration of the Company’s object of activities
c)
increase of the shareholders' obligations;
d)
regular capital increase, unless required by law or made through capitalization of
reserves;
e)
the decrease of the capital unless it is made as per paragraph 5 of article 21 of L.
4548/2018 or paragraph 6 of article 49 of L. 4548/2018;
f)
alteration of the manner of distribution of profits,
h)
the merger, splitting, transformation, revival, extension of the duration or the
dissolution of the Company;
i)
the provision or renewal of power to the Board of Directors for a capital increase in
accordance with paragraph 2 of article 5 of the
company’s statute; and
j)
any other case for which the law provides that the General Meeting decides with
increased quorum and majority.
In the case of the preceding paragraph, if the quorum required by the last subparagraph is not reached, the
General Meeting is invited and meets again within twenty (20) days from the adjourned meeting, after an
invitation of at least ten (10) full days in advance, and is in quorum and meets validly on the issues of the
original agenda when shareholders representing at least one-fifth (1/5) of the paid up capital are present or
represented therein. No other invitation to the repetitive meeting is required, if the initial invitation specifies
the place and date of the repetitive meetings, provided that the repetitive meeting shall be convened at least
five (5) full days after the meeting which was adjourned.
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Rights of the Shareholders
Shareholders have the right to attend General Meetings in person or by proxy, shareholder or not. Each share
entitles the owner to one vote.
Priority right
In case of increase of the Company’s share capital, when that increase is not happening by contribution in
kind or by issue of convertible bonds, priority rights for the entire new capital or the bond issue, are granted
to the shareholders at the date of issue, proportionate to their holding in the existing share capital.
According to article 27 of L. 4548/2018, priority right of article 26 of L. 4548/2018 may be limited or abolished,
by decision of the General Meeting of Shareholders made by an increased quorum and majority, pursuant to
the provisions of articles 130 par. 3 and 4 and par. 2 of article 132 of L. 4548/2018.
Minority rights
Upon request of shareholders representing one twentieth (1/20) of the paid up capital, the Company's Board
of Directors is obliged to convene an Extraordinary General Meeting of the Company's Shareholders, by setting
the date of such meeting not later than forty-five (45) days from the date when the relevant request was
served upon the President of the Board of Directors.
The request should specify accurately the agenda items.
In the event that the General Meeting of the Company's Shareholders shall not be convened within twenty
(20) days from the service of the relevant request, then it should be convened by the shareholders who
submitted the above request at the expense of the Company, by virtue of a judgment of the Single-Member
First Instance Court in the district where the Company's registered head office is located and such judgment
should be issued according to the proceedings of interim and precautionary measures
and it should specify
the place and time of the General Meeting and the agenda items.
Upon request of shareholders representing one twentieth (1/20) of the paid up capital, the Company's Board
of Directors is obliged to add to the existing agenda items of the General Meeting of the Company's
Shareholders which has already been convened any other items, provided that the relevant request has been
submitted to the Company's Board of Directors at least fifteen (15) days prior to the General Meeting.
Those
items which shall be added should be published or should be communicated by the Company's Board of
Directors, according to the provisions of article 122 of L. 4548/2018, at least seven (7) days prior to the
General Meeting.
The request to add those additional items to the existing agenda items should also specify
the respective reasons or it should contain a draft decision which should be approved by the General Meeting
of the Company's Shareholders, while the revised agenda items should be published according to everything
provided for as regards the publication of the previous agenda items, thirteen (13) days prior to the date of
the General Meeting of the Company's Shareholders and it should be available for the shareholders at the
website of the Company together with the reasons or the draft decision which has been submitted by the
shareholders in accordance with the provisions of article 123 of L.4548/2018. Should such issues be not
published, the applicant shareholders are entitled to request the adjournment of the General Meeting, under
paragraph 5 of article 141 of L.4548/2018, and to proceed themselves to the publication, as per the
specifications of the second item of the present paragraph, at the expenses of the company.
Shareholders representing one twentieth (1/20) of the paid-up capital are entitled to submit draft decisions
on items included in the initial or any revised agenda of the General Meeting. The relevant request must be
received by the Company's Board of Directors at least seven (7) days before the date of the General Meeting
and the draft decisions must be made available to the Company's shareholders in accordance with the
provisions of article 123, par. 3 of L. 4548/2018 at least six (6) days before the date of the General Meeting.
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The Board of Directors is under no obligation to record matters in the agenda, publish or notify them along
with justification and drafts of resolutions submitted by the shareholders, should their content evidently
opposes to the law or the public morality.
Upon request of the shareholder(s) representing one twentieth (1/20) of the paid up capital, the President of
the General Meeting is obliged to postpone just once any decision-making by the Ordinary or Extraordinary
General Meeting, by setting as date for the continuation of the meeting as regards any decision-making, the
date designated in the Shareholders' request, and in any case, a date not later than twenty (20) days from
the date of postponement.
The upon adjournment general meeting is a continuation of the previous meeting
and no reiteration of the shareholders’ invitation publication formalities is required; moreover, to this meeting
may participate even new shareholders, by abiding by the provisions of paragraph 6 of article 124 of L.
4548/2018.
Upon request of any shareholder which should be submitted to the Company at least five (5) full days prior to
the General Meeting, the Company's Board of Directors is obliged to provide to the General Meeting specific
information requested with regard to the Company's affairs, to the extent that such information is relevant to
the agenda items. The Board of Directors is not obliged to provide the information requested, when such
information is already available at the Company's website, and particularly in the form of questions - answers.
Furthermore, upon request of shareholders representing one twentieth (1/20) of the paid up capital, the
Company's Board of Directors is obliged to notify the Ordinary General Meeting of the Company's Shareholders
of the amounts paid by the Company due to any reason whatsoever during the last two years to the members
of the Board of Directors or the Company's managers as well as of any remuneration paid to those persons as
a result of any contract whatsoever concluded between them and the Company.
In all the above-mentioned
cases, the Board of Directors may refuse to provide the information requested for good reasons, while those
reasons should be mentioned in the minutes of the meeting. In the cases set out in this paragraph, the Board
of Directors may provide a single answer to any shareholders’ requests relating to the same matter.
Upon request of shareholders representing one tenth (1/10) of the paid up capital, which should be submitted
to the Company within the deadline specified in the previous paragraph, the Company's Board of Directors is
obliged to provide to the General Meeting of the Company's Shareholders any information on the Company's
course of business operations and on the Company's assets. The Board of Directors may refuse to provide the
information requested for good reasons, while those reasons should be mentioned in the minutes of the
meeting.
Upon request by shareholders representing 1/20 of the paid-up capital, the voting on an item or items on the
agenda shall be made by an open vote.
Shareholders of the Company representing at least one twentieth (1/20) of the paid-up capital may request
the extraordinary audit of the Company by the court which shall hear the case under the ex parte proceedings.
Shareholders of the Company representing one fifth (1/5) of the paid up capital are entitled to request from
the court the audit of the Company, where from the course of the Company's business operations as a whole,
and based on specific indications, it is believed that the management of the Company's corporate affairs is not
exercised according to the criteria of sound and prudent ma
nagement.
Right to Dividends
According to the Articles of Association, the Company must distribute annually minimum dividend equal to the
minimum annual dividend projected by law (Article 161 of L. 4548/2018), which amounts to at least 35% of
the company’s net profit, following the deduction necessary for the establishment of statutory reserves.
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The place and method of payment is announced in notices published in the press, the Daily Official List and
the website of the ATHEX and the Company website.
Dividends are paid within two (2) months of the date of the Annual General Meeting of Shareholders which
approves the Company’s Financial Statements.
Dividends which remain unclaimed for a period of five years of the date they became payable, are forfeited to
the State.
Rights in product of liquidation
On conclusion of the liquidation, the liquidators return the contributions of the Shareholders in accordance
with the Articles of Association and distribute the balance of the Company’s assets’ liquidation to the
Shareholders in proportion to their share in the paid-up capital of the Company.
VΙI. Composition and manner of operation of the Board of Directors and other administrative,
management or supervisory bodies or committees of the Company.
The purpose of the Board is the continuous enhancement of the long-term economic value of the Company
and the safeguarding of general corporate interests. The Board of Directors is responsible for deciding on all
matters pertaining to the management of the Company, administering company assets and the general pursuit
of the company’s purposes without any limitation (apart from matters pertaining exclusively to the General
Meeting) and representing the Company both judicially and extra-judicially.
Composition
In accordance with Article 18 of its Articles of Association, the Company is governed by a Board of Directors,
consisting of seven (7) to eleven (11) members, whose responsibilities are described in the Law and the
Articles of Association of the Company.
The Board of Directors, as a whole, has sufficient knowledge and
experience in the activities of the Company, so as to be able to exercise supervision over all of the Company’s
operations.
The members of the Board of Directors are elected by the General Meeting of the Company’s Shareholders
and can be executive, non-executive and independent non-executive members in accordance with the
provisions of Law 4706/2020.
The Board of Directors convenes following a meetings schedule, adopts an annual action plan, takes decisions,
exercises control over all of the Company’s activities and supervises the Company’s executives who have been
assigned with relevant executive responsibilities, either in accordance with the organizational chart or directly
by the Board of Directors itself on a continuous basis.
The members of the Board of Directors are always eligible for re-election and can be recalled at any time by
the General Meeting, regardless of the expiry of their term of office.
The current Board of Directors of the Company was elected by the Annual General Meeting of Shareholders
on 29 June 2021 for a six-year term and consists of eight (8) members following the resignation on the
13.02.2023 of Mr. Nikolaos Nikolakopoulos from his position as executive member of the Board of Directors
and Deputy CEO without him being replaced, in accordance with para. 2 of article 82 of Law 4548/2018 and
the relevant provision of the Company’s Articles of Association and thereafter the resignation of Mr. Fotios
Konstantellos, executive member of the Board of Directors and Deputy CEO, as of 21.03.23 and his
replacement for the remainder of his term of office by Mr. Constantinos Farris as executive member. The
current Board of Directors consists of:
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1.
Socratis Kokkalis, son of Petros, Chairman and CEO, executive member,
2.
Constantinos Antonopoulos, son of Georgios, Vice Chairman, non-executive member,
3.
Chrisostomos Sfatos, son of Dimitrios, Deputy CEO, executive member,
4.
Constantinos Farris, son of Evangelos, Director, executive member,
5.
Alexandros-Stergios Manos, son of Nikolaos, Director, non-executive member,
6.
Ioannis Tsoumas, son of Constantinos, Director, independent – non-executive member,
7.
Adamantini Lazari, daughter of Constantinos, Director, independent – non-executive member,
8.
Dionysia Xirokosta, daughter of Dimitrios, Director, independent – non-executive member.
It is noted that the criteria of independence of the article 9, of the Law 4706 are met by all the non-executive
members of the Board of Directors that have been appointed by the General Meeting of the Shareholders of
the Company.
The Independent Non-Executive members, both at the time of their appointment and during their term of
office, do not directly or indirectly hold voting rights exceeding zero point five percent (0.5%) of the Company’s
share capital and do not have any financial, business, family or other dependencies that may influence their
decisions and their independent and objective judgment. The fulfillment of the requirements for a member to
be considered as independent is reviewed by the Board of Directors at least annually per financial year, and
in any case before the publication of the annual financial report, which shall include a statement to that effect.
In the event that during the review of the fulfillment of these conditions or if at any time it is established that
the conditions are no longer met in the case of an independent non-executive member, the Board of Directors
shall take appropriate actions to replace that member.
Information on the number of shares held by each member of the Board of Directors and each chief executive
of the Company dated 31.12.22:
NUMBER OF SHARES HELD BY MEMBERS OF THE BOARD OF DIRECTORS AND KEY MANAGEMENT
EXECUTIVES
* As of December 31, 2022, Mr. Socratis Kokkalis owned a total of 120,402,368 shares (32,424% of the
corporate share capital), of which 120.401.087 shares were held indirectly (through ALPHACHOICE SERVICES
LTD, a company 100% controlled by “K-SYSTEMS”, the sole shareholder of which is Mr. Socratis Kokkalis),
and 1,281 shares were held directly.
TOP MANAGEMENT
NAME
CAPACITY
NUMBER OF SHARES
%
ANDREAS CHRYSOS
GROUP CHIEF FINANCIAL OFFICER
0
0.00%
NAME
CAPACITY
NR OF
SHARES
%
SOCRATIS KOKKALIS*
CHAIRMAN OF THE BOARD & GROUP CEO –
EXECUTIVE MEMBER
120,402,368
32.42%
CONSTANTINOS ANTONOPOULOS
VICE CHAIRMAN OF THE BOARD – NON-
EXECUTIVE MEMBER
10,748,106
2.89%
NIKOLAOS NIKOLAKOPOULOS
GROUP DEPUTY CEO - EXECUTIVE MEMBER
5,000
0.00%
CHRYSOSTOMOS SFATOS
GROUP DEPUTY CEO - EXECUTIVE MEMBER
0
FOTIOS KONSTANTELLOS
GROUP DEPUTY CEO - EXECUTIVE MEMBER
0
ALEXANDROS-STERGIOS MANOS
DIRECTOR – NON-EXECUTIVE MEMBER
0
IOANNIS TSOUMAS
DIRECTOR – INDEPENDENT, NON-EXECUTIVE
MEMBER
0
ADAMANTINI LAZARI
DIRECTOR – INDEPENDENT, NON-EXECUTIVE
MEMBER
0
DIONYSIA XIROKOSTA
DIRECTOR – INDEPENDENT, NON-EXECUTIVE
MEMBER
0
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DIMITRIOS KREMMYDAS
GROUP CHIEF LEGAL & COMPLIANCE OFFICER
32,000
0.00%
BoD members’ participations in other companies
Except where participating in companies that are parties related to the Company, per the meaning of Annex
A of L. 4308/2014, the Company’s BoD members, are not members of another legal entity’ governing,
management or supervisory body, with the following exceptions:
NAME
CAPACITY
PARTICIPATION IN ANOTHER
COPMANY
SOCRATIS KOKKALIS
CHAIRMAN OF THE BOARD OF DIRECTORS
& CHIEF EXECUTIVE OFFICER -
EXECUTIVE MEMBER
INTRACOM HOLDINGS - CHAIRMAN OF
THE BOARD & CEO, EXECUTIVE MEMBER
K-SYSTEMS - CHAIRMAN OF THE BOARD
& CEO
INTRACOM TECHNOLOGIES S.a.r.l. -
DIRECTOR
INTRACOM GROUP USA, INC -
CHAIRMAN OF THE BOARD
KOKKALIS FOUNDATION - CHAIRMAN OF
THE BOARD
CONSTANTINOS
ANTONOPOULOS
VICE PRESIDENT OF THE BOARD OF
DIRECTORS - NON-EXECUTIVE MEMBER
INSPIRING EARTH S.A. - CHAIRMAN &
CEO
NETLINK MAE
- CEO
NETLINK TECHNOLOGIES Μ.Α.Ε
-
PRESIDENT & CEO
CYBERFLIP S.A.- CEO
DIGITAL PLANET A.E - MEMBER OF THE
BOD
SITIA OLIVE OIL SA - MEMBER OF THE
BOD
GREEK ASIA BUSINESS COUNCIL -
CHAIRMAN OF THE BOARD
GREEK-LATIN BUSINESS COUNCIL -
CHAIRMAN OF THE BOARD
CULTURAL ASSOCIATION OLENI
CHAIRMAN OF THE BOARD
CHRYSOSTOMOS SFATOS
DEPUTY CHIEF EXECUTIVE OFFICER -
EXECUTIVE MEMBER
-
NIKOLAOS NIKOLAKOPOULOS
DEPUTY CHIEF EXECUTIVE OFFICER -
EXECUTIVE MEMBER
TAMPE S.A. – MEMBER OF THE BOARD
FOTIOS KONSTANTELLOS
DEPUTY CHIEF EXECUTIVE OFFICER -
EXECUTIVE MEMBER
-
ALEXANDROS STERGIOS
MANOS
MEMBER OF THE BOARD – NON
EXECUTIVE MEMBER
NETCOMPANY – INTRASOFT S.A. (
Luxembourg)
MEMBER OF THE BOARD
& - CEO
NETCOMPANY - INTRASOFT S.A.
(Belgium)
MEMBER OF THE BOARD &
CEO
NETCOMPANY - INTRASOFT USA INC. –
PRESIDENT & CEO
NETCOMPANY -INTRASOFT JORDAN
MEMBER OF THE BOARD
NETCOMPANY-INTRASOFT MIDDLE EAST
FZC
MEMBER OF THE BOARD
NETCOMPANY – INTRASOFT ZAMBIA
LIMITED - (Director) MEMBER OF THE
BOARD
INCELLIGENT P.C. -
(Co-)MANAGER
INTRASOFT S.A-
MEMBER OF THE
BOARD & CEO
GITELOF -SHAREHOLDER
IOANNIS TSOUMAS
MEMBER OF THE BOARD – INDEPENDENT
NON-EXECUTIVE MEMBER
RETIRED - ECONOMIST
INTRACOM HOLDINGS -
INDEPENDENT
NON-EXECUTIVE
MEMBER
ADAMANTINI LAZARI
MEMBER OF THE BOARD – INDEPENDENT
NON-EXECUTIVE MEMBER
INTRACOM HOLDINGS -
INDEPENDENT
NON-EXECUTIVE
MEMBER
DOMIUS CAPITAL ADVISORS LLP -
CONSULTANT TO THE
BOARD
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CVs
SOCRATIS P. KOKKALIS
Visionary founder of INTRALOT and majority shareholder of the INTRACOM Group.
He launched the first advanced technology hub in Greece in 1977. A leading member of the Greek business
community, he is an active sponsor of leading educational, cultural and athletic initiatives in SE Europe. With
degrees in Physics and Electronics, he became a John Harvard Fellow in 1997 after establishing the Kokkalis
Program at Harvard University’s Kennedy School of Government. In 1998 he founded the non-profit Kokkalis
Foundation, a public benefit institution focusing on educational and regional development. A fluent speaker of
English, German and Russian, he also speaks Romanian, Italian, Bulgarian and conversational Serbian and
French. For many years he was the president and major shareholder of Olympiacos FC, Greece’s leading
football club.
CONSTANTINOS G. ANTONOPOULOS
Founding member and shareholder of INTRALOT, which he led as CEO for more than twenty years (1992-
2013). He received numerous distinctions, including Manager of the Year 2013 and was inducted in the Lottery
Industry Hall of Fame in 2007. With degrees in Electrical Engineering and Systems Reliability, he has held
senior positions in both the public and private sectors. He currently participates in a number of bilateral
chambers and associations and is a member of the General Council of the Hellenic Federation of Enterprises
(SEV) and the Hellenic Entrepreneurs Association.
CHRYSOSTOMOS D. SFATOS
Chrysostomos Sfatos main areas of expertise are in Strategy, Communication, International Relations, and
Corporate Affairs. He was appointed Deputy CEO of INTRALOT in January 2019. Prior to that, he served as
Group Director of Corporate Affairs at INTRALOT, Chief Communications Officer at INTRACOM Holdings,
Executive Director of the Kokkalis Foundation and Member of the BoD of Athens Information Technology
Center. He holds a Chemistry PhD from Harvard University and a Bachelor's degree from the University of
Athens.
CONSTANTINOS FARRIS
Mr. Constantinos Farris is the Group Chief Technology Officer of INTRALOT and a member of its Board of
Directors. He oversees the Group’s technology strategy and the delivery of INTRALOT’s solutions and services
NEA GEORGIA – NEA GENIA AMKE –
FOUNDING MEMBER, MEMBER OF THE
GENERAL ASSEMBLY, NON EXECUTIVE
MEMBER OF THE BOARD
CHAIRMAN OF THE INVESTMENT
COMMITTEE OF ETAO (Professional Fund
of Economists)
HELLENIC CORPORATION OF ASSETS
AND PARTICIPATIONS S.A. (HCAP) –
INDEPENDENT NON-EXECUTIVE
MEMBER
DIONISIA XIROKOSTA
MEMBER OF THE BOARD – INDEPENDENT
NON EXECUTIVE MEMBER
LAWYER
HELLENIC SUPERMARKETS SKLAVENITIS
SA Corporate Affairs - Consultant
INTRACOM HOLDINGS - INDEPENDENT
NON-EXECUTIVE
MEMBER
CONSTANTINOS FARRIS
EXECUTIVE MEMBER
CYBERFLIP S.A. - NON-EXECUTIVE
MEMBER
NETLINK Technologies – NON-
EXECUTIVE
MEMBER
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to the jurisdictions in which the Company is active worldwide. He has over 30 years of diverse experience in
the Gaming, Fintech and Blockchain industries having served as the Group Chief Technology Officer of
INTRALOT from 1997 to 2016, the Chief Executive Officer of QUANTA Technologies and the Chief Operating
Officer of OKTOPAY. He holds a BSc in Computer Engineering and Informatics from the University of Patras
and an MSc in Data Mining and Databases from the University of Manchester (UMIST), United Kingdom.
ALEXANDROS STERGIOS MANOS
Mr. Alexandros Manos is a seasoned executive with over 18 years’ experience leading companies in developing,
marketing and selling internationally cutting edge technologies.
He holds a B.Sc. in Electrical Engineering and a BA in Business Economics from Brown University, and an MSc
in Electrical Engineering & Computer Science from the Massachusetts Institute of Technology.
Since January 2015, he is a member of the Board of Directors & holds the Chief Executive Officer position of
INTRASOFT International, a Luxembourg based leading European IT Solutions and Services Group of
Companies.
Previously held positions include:
• Board Member & CEO of Intracom Telecom, an international telecommunication systems vendor
• CEO of Conklin Corporation in Atlanta, Georgia, a company offering roadband solutions and IPTV to the US
market.
He is a member of a several scientific, engineering and economics societies and a young global leader of WEF.
IOANNIS K. TSOUMAS
Mr. Ioannis Tsoumas holds a bachelor’s degree in Business Administration from the Athens University of
Economics and Business. He has over 35 years of experience in the field of finance, the full range of accounting
functions, and tax legislation. During his career, he has received several distinctions for his competencies and
achievements, and he attended numerous professional seminars on Accounting, Auditing and Taxation
acquiring in-depth knowledge and expertise. Prior to his role as a Non-Executive Member of the company’s
BOD, he held senior management positions in Accounting and Finance in several companies, among them
Grundig of the Hatzimichalis Group (1980 – 1987) and Intracom Group (1987 – 2016), until his retirement in
October 2016.
ADAMANTINI LAZARI
Mrs. Adamantini Lazari is an Independent Non-Executive Member of the Company’s BoD since 2021.Mrs. Lazari
holds a Bachelor in Economics from the Economic University of Athens, a Master of Science in Industrial
Relations and Personnel Management from the LSE and a European Master in Multimedia and Audiovisual
Business Administration from a European interuniversity post-graduate program. Currently, she is Senior
Advisor to the Board of Domius Capital Advisors LLP (a London-based, FCA regulated, Corporate Finance
Advisory Boutique focusing on the provision of Strategic Advice, M&A execution and Private Capital raising for
Funds and corporates), as well as member of the Investment Committee of Economists Professional Fund. She
has long-term experience in both the private and public sector. She also has knowledge of the international
political and economic environment and proven experience in multinational/multicultural negotiations. In the
private sector she has served in senior managerial positions mainly in the financial sector, among others,
Deputy Governor/Executive Vice Chairwoman of the Board of Directors, Agricultural Bank of Greece - Senior
Advisor to the management, Emporiki/Commercial Bank of Greece. She has also participated as a member
of BoDs in numerous companies and organizations i.a. Athex Exchange Group, Selonda group/ fisheries,
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Perseas/ fish feed, Hellenic Sugar Industry SA. In the public sector she has served as senior advisor mainly
on issues of public policy preparation and implementation. She has also participated in inter-ministerial
committees on important economic and social issues.
DIONYSIA XIROKOSTA
Mrs. Dionysia Xirokosta is an Independent Non-Executive Member of the Company’s BoD since 2021. Dionysia
Xirocosta is a lawyer who has worked as a scientific associate of the Hellenic Competition Commission from
2001. She was appointed Head of the Legal Services Department in 2007. In 2009 she was appointed Director
of the Legal Services Department. In 2010 she became the Director General of the Hellenic Competition
Commission and acted for two full terms. She then moved to the retail sector and was the Human Resources
Director at “HELLENIC HYPERMARKETS SKLAVENITIS S.A.”. Currently she practices law and is a Consultant
of
Corporate Affairs at “HELLENIC SUPERMARKETS SKLAVENITIS S.A.”.
She has graduated from Athens Law School and holds an LL.M. degree in European Law from University of
Essex Law School, specialized in European Competition Law. The aforementioned CVs reflect the knowledge,
skills and experience required by the BOD to exercise its responsibilities, in accordance with the suitability
policy and the business model strategy of the Company
.
TOP MANAGEMENT
ANDREAS CHRYSOS
Group Chief Financial Officer
Andreas Chrysos is INTRALOT’s Chief Financial Officer since 2019 having served previously as Group’s
Budgeting and Controlling Director.
Prior to INTRALOT, in his 15 year professional experience he held senior management positions in major
telecom companies including Vodafone and Hellas Online. He holds a Bachelor's degree in Economics from the
National and Kapodistrian University of Athens as well as an MSc in International Business and Finance from
the University of Reading.
DIMITRIOS KREMMYDAS
Mr. Dimitrios Kremmydas holds a degree in Law of the Athens University. He is a lawyer since 1994, member
of the Athens Bar Association and he cooperates as in-house lawyer with Intralot’s group since 2001; he holds
the position of the Group Chief Legal & Compliance Counsel. He serves in many subsidiaries’ board of directors.
He has handled complex commercial arrangements, mergers, acquisitions, financial restructurings, tender
procedures, competition and compliance matters and several corporate cases in Greece and abroad.
The CVs of all members of the Board of Directors and the Top Management are available on the Company's
website (
).
Board of Director Meetings
The Board of Directors may validly convene, in addition to the company headquarters, elsewhere in Greece or
abroad. The Board of Directors may also convene via teleconference; in such case, the invitation to the Board
members includes information relevant to the teleconference.
The Board of Directors shall convene with the frequency required to ensure the effective performance of its
duties and at least once per month.
The Chairman will preside over meetings of the Board of Directors and in the case of being absent, the Vice-
Chairman will take the chair.
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The Board of Directors decides with a majority of the members either physically present and/or represented
by proxy except in case of Article 5 Paragraph 2 of the Company’s Articles of Association.
The discussions and the resolutions of the Board are recorded in minutes. The minutes of each session must
be distributed and approved at the subsequent Board meeting. Copies and extracts of the Minutes are ratified
by the President of the Board of Directors or the Managing Director or by any other councilor.
BOARD OF DIRECTORS MEETINGS DURING 1.1.22-31.12.22
NAME
CAPACITY
DURATION
NUMBER OF
MEETINGS
SOCRATIS KOKKALIS
CHAIRMAN OF THE BOARD OF DIRECTORS
& CHIEF EXECUTIVE OFFICER -
EXECUTIVE MEMBER
29.06.21 - 28.06.27
43
CONSTANTINOS ANTONOPOULOS
VICE PRESIDENT OF THE BOARD OF
DIRECTORS - NON-EXECUTIVE MEMBER
29.06.21 - 28.06.27
43
NIKOLAOS NIKOLAKOPOULOS
DEPUTY CHIEF EXECUTIVE OFFICER -
EXECUTIVE MEMBER
29.06.21 – 13.02.23
43
CHRYSOSTOMOS SFATOS
DEPUTY CHIEF EXECUTIVE OFFICER -
EXECUTIVE MEMBER
29.06.21 - 28.06.27
43
FOTIOS KONSTANTELLOS
DEPUTY CHIEF EXECUTIVE OFFICER -
EXECUTIVE MEMBER
29.06.21 - 28.06.27
43
ALEXANDROS STERGIOS MANOS
MEMBER OF THE BOARD – NON
EXECUTIVE MEMBER
29.06.21 - 28.06.27
43
IOANNIS TSOUMAS
MEMBER OF THE BOARD – INDEPENDENT
NON EXECUTIVE MEMBER
29.06.21 - 28.06.27
43
ADAMANTINI LAZARI
MEMBER OF THE BOARD – INDEPENDENT
NON EXECUTIVE MEMBER
29.06.21 - 28.06.27
43
DIONISIA XIROKOSTA
MEMBER OF THE BOARD – INDEPENDENT
NON EXECUTIVE MEMBER
29.06.21 - 28.06.27
43
During 2022 the Non-Executive and Independent non - executive Members ( C. ANTONOPOYLOS, A-S MANOS,
I. TSOYMAS, A. LAZARI & D.XIROKOSTA) met one time
without the presence of the Executive -Members and
discuss the performance of the latter.
Operation and Responsibilities of the Board of Directors
The Board of Directors is the supreme executive body of the Company which, by exercising its powers, protects
the Company’s corporate interests and ensures the Company’s compliance with the provisions of the applicable
legislation and its Articles of Association.
The members of the Board of Directors and every third person to whom powers have been delegated by it, in
accordance with Article 87 of L.4548/2018, shall, in the exercise of their duties and responsibilities, comply
with the law, the Articles of Association and the lawful decisions of the General Meeting. They must manage
the corporate affairs in order to promote the corporate interest, supervise the execution of the decisions of
the Board of Directors and the General Meeting and inform the other members of the Board of Directors of the
corporate affairs.
Therefore, the Board of Directors of the Company is responsible for:
•
The management, representation, as well as administration of the Company’s assets,
•
Taking decisions, without any limitation, on all matters, in general, concerning the Company within
the scope of the corporate purpose, with the exception of those which, according to the law or the
Company’s Articles of Association, fall within the exclusive authority of the General Meeting,
•
Taking decisions on any matter relating to the promotion of the interests of the Company,
•
The appointment and supervision of the implementation of the corporate governance system of
provisions 1 to 24 of Law 4706/2020, and the periodic monitoring and evaluation, at least every three
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(3) financial years, of its implementation and effectiveness, taking appropriate actions to address any
deficiencies,
•
The assignment of the Internal Audit of the Company to one or more persons, that are not members
of the Board of Directors,
•
Ensuring the adequate and effective operation of the internal control system (which includes the
functions of Internal Audit, Regulatory Compliance and Risk Management),
•
The management of corporate affairs in order to promote the corporate interest and the supervision
of the execution of the decisions of the Board and the General Meeting, while informing at the same
time the other Board members about the corporate affairs,
•
Determining the values and the strategic orientation of the Company, as well as the continuous
monitoring of their compliance, ensuring that they are in line with the corporate culture,
•
Ensuring that the corporate values and purpose influence all policies, practices, and behaviors within
the Company, setting the appropriate standards of behavior by example,
•
The design and monitoring of the implementation of the corporate strategy, as well as the approval
and monitoring of the corporate business plan,
•
Determining the extent of the exposure of the Company to the risks that it intends to assume towards
the achievement of its corporate purpose, and particularly, its long-term strategic objectives,
•
Determining and/or defining the responsibilities of the Chief Executive Officer and the Deputy Chief
Executive Officer(s),
•
Establishing a policy to identify, avoid and deal with conflicts of interest between the interests of the
Company and those of the members of the Board of Directors or persons to whom the Board of
Directors has delegated some of its responsibilities,
•
Determining the appropriate structures, reporting lines and responsibilities towards the achievement
of the Company’s objectives,
•
Ensuring the smooth succession of its members and the senior executives of the Company,
•
The efficient operation and regular evaluation of the Board of Directors, its Committees, and members,
as well as their continuous improvement,
•
Ensuring that the composition and operation of the Board of Directors and its Committees are in
agreement with the applicable legislation, as well as ensuring the compliance with any obligation as
required by the applicable legislation, the corporate documents, policies, and procedures governing it;
and
•
All other responsibilities as provided for in the Company’s Articles of Association, its Internal
Regulation, and the applicable legislation.
The Board of Directors may, in general, delegate the powers of management and representation of the
Company (except those requiring collective action) to one or more persons, members of the Board or not,
while determining at the same time the extent of such delegation. In any case, the powers of the Board of
Directors are subject to the provisions of articles 19 and 99-100 of Law No. 4548/2018, as in force.
Chairman of the Board of Directors
The Chairman of the Board of Directors is the main connection between the Management, the Board of
Directors and the shareholders of the Company and has the following responsibilities:
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•
Presides over the meetings of the Board of Directors and ensures that its work is in line with its
obligations towards shareholders, the Company, the supervisory authorities, the law, and the Articles
of Association of the Company.
•
Determines the items on the agenda and ensures the effective organization of the meetings,
encouraging open debate and the effective contribution of the members of the Board. Furthermore,
at the request of a Board member, the Chairman shall be expected to provide an accurate summary
of his/her opinion in the minutes.
•
Ensures that the Board members are accurately and timely informed and have the support of the
Management executives.
•
Facilitates the effective participation of executive and non-executive Board members in the work of
the Board, and ensures the establishment of constructive relationships between the executive and
non-executive Board members.
•
Ensures that the Board of Directors as a whole has a satisfactory understanding of the views of the
shareholders. Ensures the effective communication with all shareholders with a view to the fair and
equitable treatment of their interests.
•
Promotes dialog with the rest of the stakeholders.
•
Ensures the evaluation of the Board of Directors and its Committees
Further, in addition to the above responsibilities related to the operation of the Board of Directors, and to the
extent that the Chairman retains his/her executive capacity, he/she shall exercise the executive powers
delegated to him/her by the relevant authorizations of the Board of Directors, with a view to participating in
all decisions that materially affect the course of the Company.
Vice-Chairman of the Board of Directors
The Vice-Chairman of the Board of Directors, who is specifically appointed by the decision constituting the
Board of Directors into a body, is the person who replaces the Chairman in his/her duties, in cases where the
Chairman is unable to exercise them and, in general, where this is provided for by the Company’s Articles of
Association and the law.
Chief Executive Officer
The Chief Executive Officer is the executive member of the Board of Directors who is assigned by decision of
the Board with the management and representation of the Company, acting within the limits of the powers
and responsibilities provided for by the applicable legislation, the Articles of Association, the specific decisions
of the Board of Directors, the Regulations and the Policies governing the operation and organization of the
Company.
In particular, the CEO has the following responsibilities:
•
To perform any act of administration, management, and representation of the Company within the
scope of the powers and responsibilities delegated to him/her by the Board of Directors,
•
To decide on all matters, in general, relating to the Company within the scope of the corporate purpose,
•
To execute the decisions of the Board of Directors at all times,
•
To implement the Company’s corporate strategy as this is determined by the Board of Directors,
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•
To delegate in general or for certain actions only, the exercise of the powers and responsibilities
entrusted to him/her to third persons, employees or not of the Company, members or not of the Board
of Directors, within the scope of the powers delegated to him/her, while determining at the same time
the extent of such delegation,
•
To ensure that the members of the BoD are provided promptly with all the necessary information for
the performance of their duties,
•
To work with the Company Secretary for matters relating to the organization of the Board of Directors
and to keeping the BoD Members fully informed,
•
To regularly consult with the non-executive members of the BoD on the appropriateness of the
corporate strategy during its implementation,
•
To inform the BoD in writing without undue delay, either severally or jointly with the other executive
members of the BoD, by submitting a report with the relevant assessments and recommendations,
when a crisis or risk situation arises or when circumstances require measures to be taken which are
reasonably expected to have a significant impact on the Company, such as when decisions are to be
taken regarding the development of the Company’s activities and the risks to be assumed, which are
expected to affect its financial position.
Deputy Chief Executive Officer(s)
The Board of Directors may elect one or more Deputy Chief Executive Officers from its executive members
and at the same time determine their powers and responsibilities, who act jointly or separately to replace the
Chief Executive Officer in the entire scope of his responsibilities, unless the Board of Directors assigns them
specific responsibilities only by defining at the same time their responsibilities or limited powers.
Company Secretary
The Board of Directors is assisted by a Secretary who is not a member of the BoD. The Company Secretary is
responsible for providing practical support to the Chairman and the other members of the Board, collectively
and individually, to ensure that they comply with the relevant laws and regulations, as well as the internal
regulation of the Company.
Procedure Concerning Affiliated Party Transactions
In addition, in order to provide sufficient information when making decisions regarding transactions between
related parties, the Board of Directors has approved and applies a procedure of transactions.
The procedure of transactions with related parties provides in particular:
▪
The legislative and regulatory framework with which the Company must comply;
▪
The responsibilities of the Company as well as the roles and obligations of the departments and directorates
of the Company and involved in the management of transactions with related parties;
▪
Defining and identifying related parties;
▪
The procedure of managing and approving the conclusion of transactions with related parties;
▪
The legal notification procedures for concluding transactions with related parties.
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Policy for the Prevention of Conflicts of Interest
In addition to the procedure concerning the transactions with related parties, the Company has adopted a
conflict of interest policy, which includes further procedures, in order to avoid conflict of interest of members
of the BoD as contracting parties in the relevant transaction.
Suitability Policy for BOD Members
Finally, the Company has established a policy of suitability of the members of the Board of Directors
(hereinafter referred to as the "Suitability Policy") which aims at ensuring quality staffing, efficient operation
and fulfillment of the role of the Board of Directors, based on the overall strategy and medium-term business
pursuits of the Company with a view to promoting the corporate interest. It includes the principles concerning
the selection or replacement of the members of the Board of Directors and the renewal of the term of office
of the existing members, the criteria for the assessment of the collective and individual suitability of the
members of the Board of Directors, the provision of diversity criteria.
The Suitability Policy is uploaded on the Company’s website
Responsibilities & Conduct of the members of the Board of Directors
The members of the Board of Directors must in particular:
•
Comply with the law, the Articles of Association, and the lawful decisions of the General Meeting
of Shareholders of the Company.
•
Manage the corporate affairs with the sole purpose of promoting the corporate interest.
•
Not pursue own interests that conflict with the interests of the Company.
•
Disclose in a timely and adequate manner to the other members of the Board, own interests that
may arise in connection with transactions of the Company or its affiliated companies.
•
Abstain from voting on matters where there is a conflict of interest between their own interests
and those of the Company.
•
Disclose to the Board of Directors other professional commitments as soon as they arise.
•
Not compete against the Company either by themselves or through any third party by attempting
acts that fall within the scope of the Company, unless they are authorized to do so by the General
Meeting or unless this is provided for in the Articles of Association of the Company.
•
Collectively ensure that the annual financial statements, as well as the rest of the Company reports
(management, corporate governance, remuneration reports) are prepared and published in
accordance with the law.
•
Maintain records, books, and information as required by law.
•
Maintain strict confidentiality with respect to corporate affairs and secrets and refrain from acts of
abuse and unlawful disclosure of privileged information in accordance with the law.
•
Not execute transactions involving the Company’s shares, debt instruments, derivative
instruments, or other related financial instruments in violation of the law.
•
Disclose to the Company all transactions carried out on their behalf concerning shares, or debt
instruments, or derivative instruments, or other related financial instruments of the Company, in
case the total amount of these transactions exceeds the amount set as a limit by the applicable
provisions.
•
Disclose any transaction with a key customer, domestic provider or supplier of the Company that
does not fall within the current and ordinary transactions of the Company with these partners.
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•
Have sufficient time to perform their duties.
Furthermore, specifically the executive members of the Board of Directors:
•
Are responsible for the implementation of the strategy decided by the Board of Directors.
•
Regularly consult with the non-executive members of the Board of Directors on the
appropriateness of the corporate strategy in force.
•
In case of a crisis or risk and when important decisions are to be taken, such as decisions affecting
the Company’s financial situation, they shall inform the Board of Directors without delay by
submitting a report including their assessments and proposals.
The non-executive members of the Board of Directors must in particular:
•
Monitor and review the corporate strategy, its implementation, as well as the achievement of the
Company’s objectives.
•
Effectively supervise the executive members, including monitor and review their performance.
•
Review the proposals of the executive members and express their views on them on the basis of
the available information.
In addition to the above, the independent non-executive members:
•
Must attend meetings concerning the preparation of the financial statements of the Company or
any other matter approved by the General Meeting with an increased quorum and majority.
•
Submit, either jointly or separately, reports to the General Meeting in addition to those submitted
by the Board of Directors.
•
May communicate with the Company’s senior management through regular presentations by the
heads
of
departments.
The regular meetings of the Board of Directors with the senior management may be included in
an annual plan/schedule of meetings depending on how frequently the Board of Directors requests
for information. In addition to these meetings which will be held on a regular basis, the non-
executive members may invite the relevant senior management for briefings.
REMUNERATION POLICY
The Remuneration Policy
for the members of the Board of Directors shall enter into force after being approved
by the Ordinary General Meeting of Shareholders of INTARLOT dated on 29.05.2020, as per the provisions of
L. 4548/2018 articles 110 par. 2) and the duration of which cannot exceed the duration of four (4) years as
from the date of its approval by the General Meeting and it can be renewed and/or amended sooner with the
respective decision of a next General Meeting.
It must be noted that the present Remuneration Policy is valid for all BoD members as per the specific
provisions of articles 110 and 111 of L. 4548/2018. The Remuneration Policy for BoD members is taking into
consideration the existing legal framework as well as the code of Corporate Governance and the Operation’s
Regulation of the Company, in order to align the remuneration of the Board of Directors with the interests of
all Company’s stakeholders.
The Remuneration Policy contributes to the business strategy, the long-term interests and the sustainability
of the Company. This is achieved by giving the Company the flexibility to hire, for different roles, people with
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the appropriate level and skills ensuring that their remuneration is closely connected to the long-term goals
of INTRALOT and, primarily, that such remuneration is aligned with the Company’s shareholders interests,
taking in account a wider group of stakeholders, such as the employees.
The Remuneration Policy responds to the legal requirements and ensures he compliance with the European
and Greek legal framework. Purpose of this Remuneration Policy is to conform to the market practices, serving
the Company’s long-term and short-term business plan, its strategic vision and its sustainability.
REMUNERATION COMPONENTS
REMUNERATION OF THE EXECUTIVE MEMBERS OF THE BOARD OF DIRECTORS
The remuneration of the Executive Members of the Board of Directors includes the annual fixed remuneration,
as well as benefits in kind, in accordance with the individual employment contracts as well as remuneration
for the time spent on their participation to the meetings of the Board of Directors for the fulfillment of their
duties.
Fixed Remuneration
The fixed remuneration reflects the level of the responsibility, experience and expertise of the Executive
Members of the Board of Directors. The remuneration must be competitive with respect to similar entities in
the industry, and appropriate, taking into consideration the performance and prospects of the Company.
The annual fixed remuneration is determined in accordance with the terms of the respective individual
employment contract and is subject to all legal deductions and charges in accordance with the Greek law.
INTRALOT provides to the Executive Members of the BoD also remuneration based on performance as well as
participation in pension schemes, as per the general remuneration policy for all the Company employees which
cannot exceed for all the above the 100% of the amount of their annual fixed remuneration.
Additionally, it
also provides to the Executive Members of the Board of Directors the legally required social security
contributions.
Other Benefits in kind
The Company provides private-use vehicles and/or fuel subsidies to the Executive Members of the BoD.
However, it should be noted that such benefits in kind constitute additional voluntary benefits provided by the
Company, which are paid on a discretionary basis and are not counted in or added on to the fixed salary.
These benefits in kind may be modified or revoked in whole or in part by the Company at its sole discretion.
Remuneration
The remuneration of the executive members of the BoD is proportional to the time they participate in Board
meetings, as well as to the fulfillment of the duties assigned to them , and this remuneration is set for each
executive member of the BOD at a maximum per year amount which cannot exceed the 30% of the annual
fixed remuneration.
The final amount will be defined by the Bod at the end of each year.
REMUNERATION OF THE NON-EXECUTIVE BOD MEMBERS
The Non-Executive Members of the BoD are elected by the General Meeting in accordance with the provisions
of the Law and the Articles of Association of the Company. They receive an annual basic salary, which reflects
their time of employment and duties and is independent of the performance of the Company. For this very
reason, the Non-Executive Members of the BoD are not entitled to a variable remuneration related to the
performance of the Company or any long-term incentives related to the Company’s share.
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Remuneration
The remuneration of the Non-Executive and Independent members of the BoD is proportional to the time they
participate in Board meetings, as well as to the fulfillment of the duties assigned to them in accordance with
Law 3016/2002, and is determined to a maximum € 35,000 for independent-non Executive members of the
BoD and € 50,000 for Non-Executive members per year and per person.
The calculation of the annual
remuneration of the Non-Executive members of the BoD members is a function of the amount of remuneration
per meeting, as well as the maximum number of meetings per month, for which the members are entitled to
receive remuneration and the final amount shall be determined by the BoD in the end of each year.
The Non-
Executive Members of the BoD participate in the predetermined BoD meetings and the Committees thereof,
in compliance with the Internal Rules & Regulations of the Company.
The remuneration of the Non-Executive
and Independent Non-Executive Members of the BoD is subject to all legal deductions and charges as provided
by Greek law.
Business Expenses / Costs
The Non-Executive BoD members may be reimbursed by the Company for business expenses of a reasonable
amount incurred by them in the performance of their duties. These expenses include but are not limited to:
Travel and accommodation expenses for the purpose of attending the meetings of the BoD. The travel and
accommodation expenses of the Non-Executive Members of the BoD are subject to the approval of the
Chairman of the BoD.
Company Contracts with the Executive BoD Members
The duration of the contracts of the Executive Members of the BoD -in their capacity as Executive Members-
shall be determined each time following recommendation of the Committee prior to their conclusion. The
existing contracts of the Executive members of the BoD are of an indefinite duration.
Conditions of Termination of Contract - Deadline for the Notice of the Contract Termination &
Indemnity
In the event of termination of an Executive member contract on the initiative of the Company, the deadline
for the notice of the contract termination and the payment of indemnity shall be as set forth in the relevant
Labor Law. The BoD, following respective recommendation of the Committee, may also negotiate additional
incentives in cases of early termination.
Indemnity for Termination of Contract
The Executive members of the BoD -in their capacity as Executive Members- are not entitled to lump sum
payments or other indemnities from the Company for the loss of their position or other reason, howsoever
arising, apart from the compensation provided by Law.
For the total remuneration and compensation, pursuant to the provisions of the law annually, the remuneration
report as provided for by L. 4548/2018 is prepared, approved by the Board of Directors and submitted to the
Ordinary General Meeting for voting, and which, in view of its approval by the Ordinary General Meeting is
checked for completeness by the external auditors of the Company. The information on the remuneration
report shall also be examined by the Remuneration & Nomination Committee, before submitting the report to
the General Meeting.
During the Ordinary General Meeting of shareholders that will take place within 2023 concerning the approval
of the financial results 2022, the Remuneration Report related to the paid remunerations to the Board of
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Directors Members during 2022, will be submitted according to article 112 of Law 4548/2018 as well as the
Company’s Remuneration Policy of the Board of Directors.
The Remuneration Policy is available on the Company’s website
Other Managerial and Supervisory Bodies
The Board of Directors may decide to establish committees governing human resources, scheduling, control
or other responsibilities as it deems necessary to facilitate the purpose of the Company. The detailed terms of
mandate, composition, term, the directorship and reporting frequency to the Board of Directors is determined
at the time of establishment. The committees have consulting competence and submit their recommendations
to the Board of Directors for due examination and action. Exceptionally, the Board of Directors may, at its
discretion, delegate to these committee’s executive and/or decision making authorities in cases allowed by
law and the Company’s Articles of Association.
Α
. Audit Committee
Τhe Audit Committee was elected by the Ordinary General Meeting date
d on 29.06.2021 The current line – up
of the Audit a Committee
is as follows:
Chairman:
Ioannis K. Tsoumas, Independent - non-executive member
Members:
Adamantini K. Lazari, independent - non-executive member and
Dionysia D. Xirokosta, independent - non-executive member
The Audit
Committee is a committee of the Board of Directors, established with the aim of assisting
them
with respect
to the fulfilment of their
supervisory responsibilities as regards
the financial reporting and
information, of ensuring
the compliance of the Company and its subsidiaries with the legislative and regulatory
framework of operation as well as of ensuring the
audit system procedure and the exercise of
supervision
over the operation of the
auditing operation.
The Audit Committee is comprised of at three (3) non-executive members of the Board of Directors, of which
the one independent non-executive member
who presides the meetings and has experience/knowledge on
financial and accounting
matters and meets the other conditions set by the applicable legislation
Responsibilities
The main responsibilities of the Audit and Compliance Committee are:
•
The monitoring and evaluation of the adequacy of the internal audit and risk management system of
the Company. The Committee is informed of the annual audit program of the Internal Audit Unit prior
to its implementation and holds regular meetings with the Head of the Internal Audit Unit, so as to
discuss issues of his/her competence, as well as problems that may arise as a result of the internal
audit procedure.
•
The monitoring of the findings of the Supervisory and Tax Authorities including the responses of the
Management of the Company.
•
The biannual examination of the adequacy of the Internal Regulation of the Company.
•
The monitoring of the financial reporting processes.
•
The monitoring of the procedure of statutory audit of the biannual and annual individual and
consolidated financial statements of the Company, which are prepared according to the International
Financial Reporting Standards (IFRS) and whose approval is at the discretion of the Board of Directors
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of the Company. The Committee takes into account the supplementary report submitted by the
Certified Accountant/Auditor that contains the results of the statutory audit carried out and meets at
least the specific requirements in accordance with Article 11 of Regulation (EU) No 537/2014 of the
European Parliament and Council of the 16th of April of 2014. In addition, the Committee reviews
the financial reports prior to their approval by the Board of Directors, and evaluates their
completeness and consistency in relation to the information provided to it and the accounting
principles applied by the Company.
•
The Committee examines the most significant financial-accounting reporting matters and the notes
to the financial statements, focusing on the areas and the methods utilized to evaluate assets and
liabilities that are open to subjective interpretation.
•
The examination of any taxation or legal matters that may have a significant impact on the financial
statements.
•
In collaboration with the Management of the Company and the internal and external Auditors, the
Committee examines the adequacy of the information systems of the Company including the
significant risks and the established controls to minimize them.
•
The Committee recommends the statutory external auditor or firm of auditors (the Auditor) to the
Board of Directors, so that the latter can submit their proposal for the appointment of a statutory
external auditor or firm of auditors to the General Meeting.
•
The Committee ensures the independence and objectivity of the Auditor specifically through the
examination of the compliance of the firm as to the rotation of the auditors, the amount of the
remuneration paid by the Company and the provision of other services (e.g. consulting services) by
the statutory auditor or the firm of auditors.
•
The Committee is informed by the Auditor or the firm of auditors at least once a year, on all matters
relating to the progress and the results of the statutory audit. In this framework, the Committee
receives a report on the weaknesses of the internal audit system, especially the weaknesses of
procedures relating to financial reporting and the preparation of financial statements.
•
The Committee ensures that the internal and external auditor can communicate freely with the Board
of Directors by acting as their main liaison.
•
The Committee meets with the Auditor (either with or without the presence of the Management of
the Company) to discuss the aforementioned matters, potential disputes which may arise between
the Auditor and Management of the Company, as well as any other significant changes that may
occur in the audit plan.
•
The Committee proposes to the Board of Directors the appointment, replacement, and termination
of the Internal Auditor and is responsible for the periodic evaluation of his/her performance.
•
The Committee receives and examines the periodic internal audit reports and supervises the progress
of the implementation of the propositions of the Internal Auditor that are adopted by the
Management, as these are expressed in the corresponding reports.
•
The Committee ensures transparency by examining issues of transparency pertaining to the
procedures of awarding and execution of public tenders in accordance with the applicable legislation
in force.
•
The Committee monitors the transactions of the subsidiaries of the Company and its affiliated
companies in Greece and abroad as to the interests and the activities of the group.
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•
The Committee proposes the appointment of a person responsible for the policy relating to the
disclosure of wrongdoing, determines his/her responsibilities, as well as any remuneration
(whistleblowing policy).
MEETINGS OF THE AUDIT COMMITTEE FOR 2022
During the year 2022, the Audit a Committee held 17 meetings and dealt with all matters within its
competence, as defined by the provisions in force. The relevant information material (internal audit reports,
auditors' reports and presentations, financial and non-financial information, etc.) was distributed in time
manner to the members of the Audit Committee for study and relevant minutes were kept in which the issues
discussed and approved by the Commission and notified to the Management Board.
ANNUAL REPORT ON AUDIT COMMITTEE 01.01.22-31.12.22
Introduction
The Audit Committee of INTRALOT is a Committee of the Board of Directors of the Company, operating on the
basis of the current institutional framework and the corporate governance principles concerning companies
whose securities have been admitted to trading in a regulated market. It operates within the framework of
the Internal Regulation that has been approved by the Board of Directors of the Company, as in force from
time to time.
Purpose - Responsibilities
The primary purpose of the Audit Committee (AC) is to support the Board of Directors in its duties relating to
the monitoring of the quality and integrity of financial reporting and financial statements, the evaluation of
the effectiveness and adequacy of the internal control and the risk management system as regards financial
reporting, as well as the monitoring of the statutory audit of the annual and consolidated financial statements
of the Company.
The responsibilities and operation of the Audit Committee with respect to fulfilling its purpose are further
detailed in the Internal Regulation of the Company that is available at the following hyperlink
:
In general, the Audit Committee had full and unimpeded access to all information that is considered necessary
and appropriate for the performance of its duties. The Audit Committee has been provided by the Company’s
Management with all the necessary infrastructure and human resources for the performance of its duties.
Composition
In accordance with its Regulation of Operation, the Audit Committee is composed of three (3) independent
non-executive members of the Board of Directors, who are not involved in the operation of the Company in
any way, with a view to make objective and independent judgments that are free from conflicts of interest. At
least one member of the Audit Committee must meet the criteria of paragraph 1 of article 44 of Law
4449/2017.
The Audit Committee, which was elected on 29/6/2021, is composed of three (3) independent non-executive
Members of the Board of Directors. The term of office of the members of the Audit Committee is equal to that
of the Board of Directors.
All Members of the Audit Committee have sufficient knowledge of the field in which the Company operates and
at least one member has sufficient knowledge of accounting and auditing.
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The Audit Committee is composed of the following Members:
Ioannis Tsoumas, Chairman of the Audit Committee, Independent Non-Executive Member of the Board of
Directors.
Adamantini Lazari, Independent Non-Executive Member of the Board of Directors.
Dionysia Xerocosta, Independent Non-Executive Member of the Board of Directors.
Meetings
The Audit Committee convenes as necessary at the invitation of its Chairman and meets with the regular
auditor of the Company without the presence of the members of the Company’s Management at least twice a
year. For the execution of its work, the Audit Committee convenes within the first quarter of each year, in
order to draw the annual plan and determine the frequency and duration of the meetings that will take place
throughout the year, so as to cover the areas and systems that fall within its remit.
During the Financial Year (FY) 2022 (01/01/2022 - 31/12/2022), the Audit Committee has held a total of
seventeen (17) meetings with the participation of all its members and all its decisions were taken unanimously.
During each meeting all the required information material has been distributed and, in cases where this was
deemed necessary, in addition to its members, other Management executives (without voting rights), and the
certified auditors have participated.
*
Mr. I. Tsoumas was elected for the first time to the Audit Committee on 15.10.20
Activities of the Audit Committee for FY 2022
During the above-mentioned meetings, the Audit Committee has dealt with issues within its competence,
namely:
01.01.2022 - 31.12.2022
Α. Internal Control System Structure and Procedures
- The Audit Committee has monitored and evaluated the adequacy and effectiveness of the internal control
and risk management system with regard to financial reporting.
FULL NAME
POSITION
DURATION OF TERM OF OFFICE/
COMMENCEMENT
OF
PARTICIPATION IN THE AUDIT
COMMITTEE
NUMBER
OF
MEETINGS
IOANNIS TSOUMAS*
MEMBER OF THE BoD -
INDEPENDENT
NON
EXECUTIVE MEMBER -
CHAIRMAN
29.06.21-28.06.27
17
ADAMANTINI LAZARI
MEMBER OF THE BoD -
INDEPENDENT
NON
EXECUTIVE MEMBER -
DIRECTOR
29.06.21- 28.06.27
17
DIONYSIA XEROKOSTA
MEMBER OF THE BoD -
INDEPENDENT
NON
EXECUTIVE MEMBER -
DIRECTOR
29.06.21-28.06.27
17
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-
It has examined and evaluated the findings and recommendations of both the Internal Audit Unit and the
Certified Auditors, as well as the actions taken in this regard.
- It has informed the Board of Directors on the above.
Β. Financial Statements
- Statutory Audit
- The Audit Committee has held meetings with the Management and was informed of the financial reporting
process, as well as of any issues that could have had an impact on the financial statements.
- It was informed on the Supplementary Audit Report of the Company’s Certified Auditors for the FY 2021.
- It has reviewed the Annual Financial Report for FY 2021.
- It has approved the timetable for the finalization of work for the publication of the Financial Statements for
the FY 01.01.21-31.12.21.
- It has reviewed the audit program and approach of the statutory audit of the Company’s Certified Auditors,
SOL CROWE and GRANT THORNTON for the FY 2021.
The following were identified as the most significant audit matters:
•
Assessment of the impairment of goodwill and intangible assets
•
Assessment of the impairment of investments in subsidiaries
•
Debt restructuring
-
It has held meetings with the Company’s Certified Auditors at the stage of planning and conducting the audit
and at the stage of preparation of the audit reports.
-
It has held meetings with the Certified Auditors, without the presence of the Company’s Management, during
which the Audit Committee was informed about the cooperation of the Certified Auditors with the Management
regarding the financial audit matters.
-
It has informed the Board of Directors of the result of the statutory audit, and has proposed to the Board of
Directors the approval of the annual Financial Statements for the financial year 01.01.21-31.12.21 on an
individual and a consolidated basis, prior to their publication, based on the accounting principles followed.
-
In accordance with its approved procedure, it reviewed all the services provided by the Certified Auditors and
approved the additional permitted non-audit services in relation to the assignment of the audit of the
Remuneration Report (Article 112, paragraph 4 of Law 4548 /2018) to the two audit firms, SOL CROWE and
GRANT THORNTON, as well as the formatting of the financial statements in eXtensible Hypertext Markup
Language (XHTML), considering that they do not represent a threat to independence in accordance with the
provisions of Article 44 of Law 4449/2017 and Article 5 of Regulation (EU) 537/2014. Based on the information
provided by the services of the Company and the Group, no issues regarding the independence and objectivity
of the Certified Auditors have arisen.
-
It has monitored the services provided by the Certified Auditors as part of the statutory audit.
-
It submitted a positive recommendation for the reappointment by the General Meeting of the same Certified
Auditors, i.e. the audit firms SOL CROWE and GRANT THORNTON for the joint audit of the FY 01.01.2022 -
31.12.22 and the issuance of the tax certificate as per article 65a of Law 4174 /2013 of the Company, as well
as for the approval of their remuneration and employment terms, after having taken into consideration the
offers of a total of three (3) Audit Firms.
-
It was informed by the Finance Division on the financial statements of Q1 and Q3 2022 and has recommended
their approval to the Board of Directors.
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It was informed by the Certified Auditors of the interim Financial Statements for the first half of 2022, which
has then reviewed and recommended their approval to the Board of Directors.
C. Internal Audit
- It has monitored the effectiveness and adequacy of the Internal Audit and the execution of the audit program
by the Internal Audit Unit without compromising its independence.
- It has approved the annual audit plan of the Internal Audit Unit for the year 2023.
- It has reviewed and evaluated the Internal Audit reports for Q1, Q2, Q3 and Q4 of 2022, as well as the
relevant comments of the Management; and has monitored the development and progress of the Internal
Audit findings, has informed the Board of Directors of the Company on these findings, and has submitted
proposals for the implementation of corrective measures, where deemed appropriate. It was informed and has
approved the annual report and the activities of the Internal Audit Unit for the FY 2021 (01/01/2021 -
31/12/2021).
- It has approved the budget of the Internal Audit Unit for 2022.
- In early 2023, it has evaluated the adequacy and effectiveness of the Internal Audit Unit and the Head of
the Unit.
D. Other matters
- It has approved its annual action plan for 2022.
- It has approved the notification of the General Meeting of Shareholders regarding its activities (ANNUAL
REPORT) for the FY 2021 (01/01/2021 - 31/12/21).
- It has selected after a competitive process Grant Thorn-ton as its consultant and has approved its
remuneration as an additional permitted non-audit service for the evaluation of the Internal Control System,
in accordance with the provisions of paragraph 3 (j) and paragraph 4 of Article 14 of Law No. 4706/2020 and
the Decision 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market Commission as in force
(“the Regulatory Framework”), considering that it does not represent a threat to the independence and
objectivity of the Certified Auditor, in accordance with the provisions of article 44 of Law 4449/2017 and article
5 of Regulation (EU) 537/2014 and was informed after meeting with representatives of the Consultant on the
progress of the evaluation of the Internal Control System.
- It has appointed a Compliance Officer of the Company and defined his responsibilities with respect to the
Policy for the Protection of Persons reporting violations.
- It has established an evaluation process for the Certified Auditors
Sustainable Development Policy
The Sustainable Development Policy is determined by the Company’s Management, which is committed to:
•
The continuous development of the Company and the creation of economic value for its shareholders
and stakeholders,
•
Ensuring business ethics,
•
Providing products and services, with due regard for environmental and/or social impact,
•
Fostering innovation,
•
Systematically monitoring its environmental footprint.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
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The relevant policy also includes a description of the actions linked to the thematic pillars of sustainable
development, in particular actions relating to corporate governance, innovation and research, the industry and
the customers, human resources, the environment and society in general.
THE AUDIT COMMITTEE
THE CHAIRMAN
THE MEMBERS
IOANNIS TSOUMAS
ADAMANTINI LAZARI
DIONYSIA
XEROKOSTA
The Regulation for the operation of the Audit Committee is available on the Company’s website
Β. Remuneration and Nomination Committee
Τhe
Remuneration and Nomination Committee was elected by the BoD dated on 30.06.21 and the line-up of
the Remuneration and Nomination Committee is as follows:
Chairman:
Adamantini K. Lazari, Independent - non-Executive member,
Members:
Ioannis K. Tsoumas, Independent - non-executive member,
Dionysia D. Xirokosta, Independent - non-executive member,
The Remuneration and Nomination Committee for the election of members of the Board of Directors is a
committee of the Board of Directors and is formed for the purpose of: (a) assisting the Board of Directors in
the performance of their duties relating to the remuneration provided by the Company, by designing
remuneration policies that are aimed at the long-term success of the Company and the group and at
maximizing the value of the shareholders, taking into account that the senior and upper management
executives of the Company and the companies of the group shall be adequately remunerated, in a way that is
in compliance with the strategic objectives of the Company, the practices of the competition and any regulatory
requirements, and (b) finding suitable persons to be elected as members of the Board of Directors and
proposing candidates to the Board of Directors that the latter will nominate for election either by the General
Meeting of the Company's shareholders or by the Board of Directors itself, in cases where this is provided by
law.
Members and Tenure:
The Committee is comprised of three (3) members, the majority of whom are independent non-executive
members. The Chairman of the Committee is appointed by the Board of Directors of the Company and must
be an independent- non-executive member. The tenure of the members of the nomination committee shall
coincide with the term of office of the Board of Directors with the possibility of its renewal. In any case their
term of office in the Committee shall not exceed nine (9) years in total.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
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Responsibilities:
•
The Committee proposes the remuneration policy of the Company including performance-based
bonuses (incentive bonuses), stock options, as well as employee loyalty incentive programs.
•
Specifically, with respect to the remuneration of executives and managers, the Committee proposes
the amount of their fixed salary, the performance-related
remuneration schemes, the pension
schemes, as well as the severance packages.
•
The Committee proposes the criteria and the general framework for the selection of the members of
the Board of Directors and reviews periodically and consistently the needs for renewal of the Board of
Directors in accordance with the Suitability Policy.
•
It proposes procedures for determining the internal relations of the members of the Board of Directors.
•
Formulates proposals to the Board of Directors regarding the remuneration policy submitted for
approval to the general meeting, in accordance with paragraph 2 of article 110 of Law 4548/2018.
•
Formulates proposals to the Board of Directors regarding the remuneration of persons falling within
the scope of the remuneration policy in accordance with article 110 of Law 4548/2018, and regarding
the remuneration of the Company's executives, especially the head of the internal unit audit where
the relevant recommendation is made in consultation with the Audit Committee
•
Examines the information included in the final draft of the annual salary report, providing the opinion
to the Board of Directors, before submitting the report to the general meeting, in accordance with
article 112 of Law 4548/2018.
•
It oversees the review of the Succession Procedure for the Board members, if and when required.
•
It is responsible for conducting the Evaluation Process for the Members of the Board and its
Committees.
It held four (4) meetings in 2022, the agenda of which is summarized below:
•
Annual Remuneration Report as per Article 112 of the Law 4548/2018
•
Submission of a questionnaire for the evaluation of the Board members and its Committees
•
Procedure for the evaluation of the members of the Board of Directors and the members of its
committees
•
Remuneration of Board Members and Executives
COMPOSITION AND MEETINGS OF THE
REMUNERATION & NOMINATION COMMITTEE FOR THE
ELECTION OF MEMBERS OF THE BOD FOR 2022
NAME
CAPACITY
DURATION
NUMBER OF
MEETINGS
ADAMANTINI LAZARI
MEMBER OF THE BOARD – INDEPENDENT NON-
EXECUTIVE MEMBER
30.06.21-
28.06.27
4
IOANNIS TSOUMAS*
MEMBER OF THE BOARD – INDEPENDENT NON-
EXECUTIVE MEMBER
30.06.21-
28.06.27
4
DIONISIA XIROKOSTA
MEMBER OF THE BOARD – INDEPENDENT NON-
EXECUTIVE MEMBER
30.06.21-
28.06.27
4
* Mr. I. Tsoumas was elected for the first time as a member of the Remuneration and Nomination Committee
of Members of the Board on 15.10.20
The
Regulation
for the Remuneration and Nomination Committee for the election of members of the Board
of Directors
is available on the Company’s website
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
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C. EXECUTIVE COMMITTEE
Introduction
The Executive Committee is a body of the Company that assists the Board of Directors and the management
of the Company in making strategic decisions and planning the day-to-day management of the Company’s
affairs. The role of the Executive Committee is essential for the achievement of the inter-company
communication, the coordination of the departments’ projects and the support of the Chief Executive Officer
at both an informative and advisory level.
Members and Tenure:
The Executive Committee is comprised of the Chief Executive Officer, any possible Deputy Chief Executive
Officer and the senior Management Executives that are direct reports to the Chief Executive Officer or any
possible Deputy Chief Executive Officer based on the Organizational Chart.
The tenure of the Committee is indefinite.
Responsibilities:
The Executive Committee acts in accordance with the instructions and directions of the Board of Directors.
The Committee is responsible for the implementation of the strategy drawn up by the Board of Directors. The
Committee assists the Board of Directors in decision making relating to the strategy of the Company and the
Group and proposes alternative strategic options to the Board of Directors, as well as the participation of the
Company and/or the companies of the Group in tenders for the awarding of new projects by processing,
analyzing and approving the proposals to be submitted. The Committee deals with, resolves and/or introduces
to the Board of Directors of the Company matters relating to the planning of the day-to-day management of
the corporate and intra-group affairs.
In order to fulfill its purpose, the Executive Committee is entrusted with the following responsibilities: the
approval of the annual budget and the corporate business plan, the supervision and consultation of the
Company with respect to the compliance with the corporate strategy, the monitoring of the investments,
acquisitions and divestitures, as well as the development activities of the Company, the adoption of decisions
relating to the signing of contracts of the parent company and/or the subsidiaries controlled by the parent
company -for contracts implying a financial commitment exceeding the amount of one million euros (€
1,000,000)-, as well as the participation of the Company and/or the companies of its Group in tenders. The
operation of the Executive Committee aims to:
•
Support the operation of the Board of Directors
•
Focus on responsibility
•
Improve the speed and efficiency of decision-making,
•
Ensuring the objectivity and reliability of decisions.
The principles of ethics and the rules of internal governance of the Executive Committee are:
•
Compliance with the requirements of the legislation, the Articles of Association and the Internal
Regulation of the Company, as well as with the decisions of its bodies
•
Loyalty to the Company and prevention of damage to its interests
•
Guarantee of the confidentiality of information
•
Non-exploitation of confidential information
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
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•
Prohibition of the external activities that could impede an independent decision-making and could lead
to a conflict of interest
The Regulation for the Executive Committee is available on the Company’s website
Evaluation of the Board of Directors
The Board of Directors has established a procedure for the evaluation of its members in order to ensure the
effective operation of the Board of Directors and the fulfillment of its role as the highest governing body of the
Company, which is responsible for the formulation of the strategy and the supervision and adequate control
of the management. The evaluation procedures and the frequency with which they are applied aim at the
timely identification of points that may need improvement, the appropriate information and the initiation of
actions, so as to ensure the effective operation of the Board of Directors and its Committees. The members of
the Board of Directors are evaluated annually: (a) on a collective basis, taking into account the composition,
diversity and effective cooperation of the members of the Board of Directors on the fulfillment of their duties.
Collective suitability means the suitability of all members of the Board of Directors as a collective body which
is necessary for the Board to effectively exercise its leadership role in corporate matters, managing corporate
affairs for the benefit of the company, the shareholders and all stakeholders and ensuring that the
management implements the corporate strategy and (b) on an individual basis with respect to the assessment
of the contribution of each member to the successful operation of the Board of Directors, taking into account
the status of the member (executive, non-executive, independent), the participation in committees, the
assumption of specific responsibilities/projects, the time spent, the behavior and the use of knowledge and
experience. In addition, through the evaluation of the effectiveness of the Committees of the Board of
Directors, namely the Audit Committee and the Nomination and Remuneration Committee, their contribution
to the constructive support of the Board of Directors is assessed.
The first evaluation of its members and Committees (Audit Committee and
Remuneration
and Nomination
Committee), since the election of the new Board of Directors was conducted for the period from 29.06.21 –
31.12.22 and was completed in the first quarter of 2023. It initially took the form of self-assessment
questionnaires, which were answered anonymously, and according to the responses, the operation of these
bodies was rated from “satisfactory” to “fully satisfactory” in the vast majority of the questions. Then, the
Remuneration and Nomination Committee for the Election of Members of the Board of Directors also took into
account a number of general evaluation criteria (presence and active participation, continuation of the
prevention of conflicts of interest, conditions of knowledge and experience, absence of any administrative or
other judicial decision against a member, in accordance with par. 4 of a.3 of Law 4706/2020) and concluded
that both the Board of Directors and the aforementioned Committees have the appropriate balance of
knowledge, skills, experience, diversity and independence to perform their duties effectively, contribute
substantially to the work of these bodies and demonstrate a commitment to their role.
VIII. Diversity Policy
The Company has and implements a diversity policy, aiming at promoting a suitable level of diversity within
the Board and achieving an inclusive set of directors. The collection of a wide range of qualifications and skills
when selecting directors ensures a variety of opinions and experiences, with a view towards proper decision-
making. This Policy includes the key diversity criteria applied by the Company when selecting Directors and
are key priorities (diversity objectives) of the Company, including at least: a) adequate gender representation
- at least twenty five percent (25%) of the total number of directors must be of the other gender. (In case of
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
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fraction this percentage is rounded to the previous whole number)
b) ensuring equal treatment and equal
opportunities for all potential members of the Board of Directors, irrespective of gender, race, color, national,
ethnic or social origin, religion or belief, assets, birth, marital status, disability, age or sexual orientation. More
information
regarding
the
Policy
and
its
content
is
available
on
the
Company’s
website
IX. SUSTAINABLE DEVELOPMENT POLICY
INTRODUCTION and OBJECTIVE
“INTRALOT S.A. INTEGRATED LOTTERY SYSTEMS AND SERVICES”
(hereinafter referred to as the “Company”) understands sustainable development as the development that
meets the needs of the present generation without compromising the ability of future generations to meet
their own needs. In this context, the Company has adopted Sustainable Development as this is defined in the
strategy of the European Union. This is described as a continuous process of change and adaptation, rather
than a static situation, aiming to meet the needs of the present generation without jeopardizing the ability of
future generations to meet their own needs.
Sustainability is an approach that is determined by the impact
of a company’s activities on the environment and the community, in general.
It is measured on the basis of
non-financial indicators relating to environmental, social and governance issues (hereinafter “ESG”) which are
economically important (material) for the company and the collective interests of its stakeholders.
In view of the above, the Company has established and undertakes to comply with the present Sustainable
Development Policy (hereinafter the “Policy”) in which it sets out in a specific framework the commitments
and responsibilities it undertakes towards its employees, the industry, the environment and the society, with
the aim to keep playing a leading role in issues relating to Sustainable Development, as it has demonstrated
over time.
An effective sustainable development framework can enhance the Company’s performance, reputation, and
competitiveness.
In order to integrate sustainable development principles in all its business activities, it is important that all
human resources are involved and interested in the implementation of the Policy.
2. COMMITMENTS OF THE COMPANY
Sustainable development is a strategic orientation and priority of the Company, which is committed to offering
its services on the basis of its corporate principles and values and driven by its people. The Sustainable
Development Policy is formulated by the Company’s Management, which is committed to:
•
The continuous development of the Company, the evolution of the business model, and the creation
of economic value for its shareholders and stakeholders,
•
Ensuring business ethics,
•
Providing products and services, with due regard for environmental and/or social impact,
•
Fostering innovation,
•
Monitoring the Company’s environmental footprint on a regular basis,
•
Establishing and monitoring improvement targets relating to ESG and the overall positive footprint of
the Company.
For the achievement of these commitments, the Company focuses on the following sustainable development
pillars as described in the below sections
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
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3. SUSTAINABLE DEVELOPMENT PILLARS
The Company’s approach to sustainable development is based on the following pillars:
Corporate Governance:
The Company adopts the modern principles of Corporate Governance, that is, a set
of rules, procedures and good corporate management and control practices that are in accordance with the
current Greek legislation and the international best practices. Its Corporate Governance policies aim to
safeguard the rights of shareholders and the interests of all stakeholders, with transparency and a high sense
of responsibility. At the same time, in order to ensure a smooth business operations flow, the Company has
established specific procedures that regulate its operation and define the framework of its daily activities.
Particular attention is given to transparency issues across its business activities through the creation of a
strong framework for the prevention, detection, and management of fraud, as well as the continuous training
and information of its personnel.
Innovation - Research and Development: Innovation is a dynamic concept that is constantly evolving and
gives shape and form to corporate ideas for a better future.
In this context, the Company invests significant funds in research and development over time, in order to
enhance innovation and the continuous development of its products and services, while at the same time
supporting the development of new entrepreneurship by providing the appropriate resources and know-how
in this respect.
Part of the Company’s strategy is to pave a future focused on innovation, where all innovative ideas can be
freely expressed; For this reason the Company invests in the creation of innovative research and education
centers, while cultivating partnerships with educational institutions both in Greece and abroad. In addition, it
aims to establish partnerships with innovation pioneers globally and in different areas of specialization, from
electronic systems and information technology to innovative green technologies.
Human Resources:
The Company ensures a safe working environment, free of discrimination and offers
equal opportunities regardless of gender, age, or nationality. In addition, the trade union rights of employees
are always respected, health & safety rules are strictly followed and open door policies are consistently applied.
One of the Company’s comparative advantages is the quality of its human resources.
For this reason, the Company focuses heavily on the selection, training, evaluation and rewarding of its
personnel.
In order to meet its needs in this respect, the Company focuses on attracting high quality personnel, creating
a safe and fair working environment, establishing objective evaluation criteria, while at the same time
supporting the development of employees. In addition to a satisfactory compensation and benefits, the
Company offers insurance, and inpatient and outpatient care benefits for all employees.
Further, it creates a
pleasant working environment, encouraging employees to maintain a balance between their professional and
personal life. The Company ensures the establishment of a climate of mutual trust and understanding through
appropriate channels of communication between the Management and employees, allowing the latter to share
concerns or views relating to their work.
Market and Customers
:
The Company aims to provide advanced products and services, driven by innovation,
high quality standards and safety, which are offered at competitive prices. The products and services offered
by the Company meet the needs of customers throughout Greece and abroad in a comprehensive way. The
Company aims to develop an integrated supply chain in the light of the values of sustainable development.
Environment:
The Company complies with the applicable legislation regarding environmental protection and
takes the necessary measures to minimize environmental damage. The Company acts with a view to
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
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demonstrating environmental responsibility and adapts its practices to the needs of environmental protection.
More specifically, it is committed to environmental responsibility and sensitivity by implementing proactive
measures to protect the environment and minimizing any negative environmental impact. Also, it focuses on
the reduction of its environmental footprint through the adoption of regular recycling practices, the use of
environmentally friendly raw materials, the conservation of natural resources, the design of eco-friendly
products, the reduction of the use of plastic and the reduction of the pollution from transportation. In this
context, the Company has developed and implements an Environmental Management System (EMS), which
provides an assessment and a well-structured approach regarding all environmental issues arising from its
activities, ensuring the continuous monitoring and improvement of its environmental performance.
Society:
The Company is committed towards society as a whole, aiming at improving the quality of life and
the well-being of the local communities in which it operates. It actively participates in initiatives that contribute
to the promotion of culture, education, and research. It supports actions aimed at improving the quality of life
of the society as a whole, through the improvement of the technological skills of its members. It also
contributes to the transition of the country to the digital era through investments in innovative research and
educational centers and by cultivating partnerships with leading academic institutions in Greece, Europe, and
the US. The Company also takes actions to combat poverty, hunger, and social inequality. It collaborates with
Non-Governmental Organizations and other public benefit organizations to strengthen the livelihood
opportunities of the least favored social groups.
© 2023 SOL SA
Chartered Accountants Management Consultants | 3 Fok. Negri str, 112 57 Athens
D: +30 210 8691100 F: +30 210 8617328 | www.solae.gr
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Chartered Accountants Management Consultants | 58, Katehaki Av., 115 25
Athens
D: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
Independent Auditor’s Report
To the Shareholders of “INTRALOT S.A. INTEGRATED LOTTERY SYSTEMS AND SERVICES”
Report on the Audit of the separate and consolidated Financial Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of INTRALOT S.A. INTEGRATED
LOTTERY SYSTEMS AND SERVICES
(the Company), which comprise the separate and consolidated statement of financial
position as at December 31, 2022, the separate and consolidated income statement, statement of comprehensive income,
statement of changes in equity and cash flow statement for the year then ended, including a summary of significant
accounting policies and selected explanatory notes to the financial statements.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the
financial position of the Company and its subsidiaries (the Group) as at December 31, 2022, the financial performance and
cash flows for the year then ended, in accordance with the International Financial Reporting Standards (IFRSs) as adopted
by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs), as incorporated into the Greek Law.
Our responsibilities, under those standards are further described in the “Auditor’s Responsibilities for the Audit of the
separate and consolidated Financial Statements” section of our report. We are independent of the Company and its
subsidiaries, during the whole period of our audit, in accordance with the International Ethics Standards Board for
Accountants “Code of Ethics for Professional Accountants” as incorporated into the Greek Law and we have fulfilled our
ethical responsibilities in accordance with current legislation requirements and the aforementioned Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the separate
and consolidated financial statements of the current year. These matters and the related risks of material misstatements
were addressed in the context of our audit of the separate and consolidated financial statements as a whole, and in forming
our opinion thereon, and we do not express a separate opinion on these matters.
Key audit matters
How our audit addressed the key audit matter
Evaluation of impairment for goodwill and intangible assets
(separate and consolidated financial statements)
As at December 31, 2022, the Group presented in the
consolidated Statement of Financial Position Goodwill
amounting to € 0.2 mil., Software amounting to € 15.9 mil.,
Development Costs amounting to € 66.1 mil., Licenses
amounting to € 114.5 mil. and Other Intangibles
amounting to € 12 mil., as stated in note 2.16 of the
separate and consolidated financial statements.
According to the requirements of IAS 36, goodwill and
intangible assets with indefinite useful life are tested for
impairment at least annually, while intangible assets with
finite useful life are tested for impairment when there are
indications of impairment. For the determination of the
recoverable amount of the abovementioned assets,
management is re
quired to exercise judgement and
Our audit procedures regarding the evaluation of impairment
of goodwill and intangible assets included, among others:
Evaluation of the management's assessment of whether there
are indications of impairment of these assets.
Evaluation of the policies, methodology and internal control
procedures adopted by the Group regarding the assessment
of impairment of these assets.
Assessment of the suitability of either the fair value or the
value-in-use models.
Assessment of the reliability of business plans of management,
including among others a comparison of the budgeted figures
against the actual financial figures.
Assessment of the reasonableness of key assumptions
follo
wing comparison with external market information,
© 2023 SOL SA
Chartered Accountants Management Consultants | 3 Fok. Negri str, 112 57 Athens
D: +30 210 8691100 F: +30 210 8617328 | www.solae.gr
© 2023 Grant Thornton S.A.
Chartered Accountants Management Consultants | 58 Katechaki Av, 115 25 Athens
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significant estimates. During the year ended December
31, 2022, no impairment loss has been recognized by the
Group.
Given
the
significance
of
the
balances
of
the
abovementioned assets in the consolidated Statement of
Financial Position, the degree of subjectivity to the
assumptions underlying the impairment analysis and the
significant
judgments
and
estimates
required
by
management, we consider the impairment of the
abovementioned assets as a key audit matter.
The Group’s disclosures regarding the accounting policy,
as well as the judgements and estimates that have been
used in the evaluation of impairment, are included in
notes 2.1.6, 2.1.11 and 2.1.28 of the separate and
consolidated financial statements.
including analysts’ reports as well as internal information. Key
assumptions that were evaluated, included revenue and profit
margins, capital investments in licenses and equipment-
related assets as well as discount rates.
Use of a specialist with expertise in valuation and business
modeling, to evaluate the mathematical precision of the
models’ calculations and to assess the reasonableness of the
discount rates used.
Assessment of the sensitivity analysis o
n the underlying
assumptions and the potential impact on the relevant assets’
recoverable amount.
Evaluation of the adequacy and appropriateness of the
disclosures in the accompanying financial statements with
respect to the above matter.
Evaluation of impairment in investments in subsidiaries
(separate financial statements)
As at December 31, 2022, the Company’s investments in
subsidiaries amounted to € 263.8 mil. Investments in
subsidiaries are initially measured at cost, which is
adjusted for any impairment losses. During the year
ended December 31, 2022, an impairment loss of € 24
thousands has been recognized.
For the determination of any impairment, management
compares the carrying amount of each subsidiary (CGU)
with its recoverable amount. The recoverable amount is
determined as the value in use, the determination of
which is supported by forecasts of future operating flows,
which are by nature subjective and depend on various
factors, such as future sales.
Given the significance of the balance of investments in
subsidiaries in the separate financial statements, the
degree of subjectivity to the assumptions underlying the
impairment analysis and the significant judgements and
estimates required by management, we consider the
assessment of impairment of investments in subsidiaries
as a key audit matter.
In addition, we focused on this area because the data
described in the key audit matter "Evaluation of
impairment for goodwill and intangible assets" has also
an impact on the investments in subsidiaries.
The Company’s disclosures regarding the accounting
policy, as well as the judgements and estimates that
have been used in the evaluation of impairment, are
included in note 2.1.6 (a) of the separate and
consolidated financial statements.
For the evaluation of impairment in the Company's investments
in subsidiaries, we conducted the audit procedures described
in the key audit matter "Evaluation of impairment for goodwill
and intangible assets".
Following
the
completion
of
the
procedures
for
the
Consolidated Financial Statements, we evaluated the analysis
prepared by management, according to which the recoverable
amounts of the CGUs were correlated with the respective
investments in subsidiaries.
In addition, we evaluated the adequacy and appropriateness of
the relevant disclosures in the accompanying financial
statements.
© 2023 SOL SA
Chartered Accountants Management Consultants | 3 Fok. Negri str, 112 57 Athens
D: +30 210 8691100 F: +30 210 8617328 | www.solae.gr
© 2023 Grant Thornton S.A.
Chartered Accountants Management Consultants | 58 Katechaki Av, 115 25 Athens
D: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
grant-thornton.gr
Other Information
Management is responsible for the other information. The other information, included in the Annual Financial Report, is
comprised of the Management Report of the Board of Directors, for which reference is also made in section “Report on Other
Legal and Regulatory Requirements”, and the Representations of the Members of the Board of Directors, but does not
include the financial statements and the auditor’s report thereon.
Our opinion on the separate and consolidated financial statements do not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the other
information, and in doing so, consider whether the other information is materially inconsistent with the separate and
consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If
we conclude, based on our procedures performed, that there is a material misstatement therein, we are required to
communicate that matter. We have nothing to report, regarding the aforementioned matter.
Responsibilities of Management and Those Charged with Governance for the separate and
consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements
in accordance with the IFRSs as adopted by the European Union and for such internal control as management determines
is necessary to enable the preparation of separate and consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, management is responsible for assessing the Company’s
and Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting, unless there is an intention to liquidate the Company or the Group or to cease operations,
or there is no realistic alternative but to do so.
The Audit Committee (art. 44 L. 4449/2017) of the Company is responsible for overseeing the Company’s and Group’s
financial reporting process.
Auditor’s Responsibilities for the Audit of the separate and consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the separate and consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs, as incorporated into the Greek Law, will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users, taken on the basis of these separate and consolidated financial statements.
As part of an audit in accordance with ISAs, as incorporated into the Greek Law, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the separate and consolidated financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
Obtain an understanding of internal control relevant to the audit, in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and Group’s
internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the Company’s or Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the separate and consolidated financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
© 2023 SOL SA
Chartered Accountants Management Consultants | 3 Fok. Negri str, 112 57 Athens
D: +30 210 8691100 F: +30 210 8617328 | www.solae.gr
© 2023 Grant Thornton S.A.
Chartered Accountants Management Consultants | 58 Katechaki Av, 115 25 Athens
D: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
grant-thornton.gr
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company of the Group
to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the separate and consolidated financial statements, including the
disclosures, and whether the separate and consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within
the Group to express audit opinion on the separate and consolidated financial statements. We are responsible for the
direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the separate and consolidated financial statements of the current period and are therefore the
key audit matters.
Report on Other Legal and Regulatory Requirements
Management Report of the Board of Directors
Taking into consideration that management is responsible for the preparation of the Management Report of the Board of
Directors and Corporate Governance Statement that is included therein, according to the provisions of paragraph 5 of Article
2 of Law 4336/2015 (part B), we note the following:
The Management Report of the Board of Directors includes a Corporate Governance Statement that provides the information
required by Article 152 of Law 4548/2018.
In our opinion, the Management Report of the Board of Directors has been prepared in accordance with the legal
requirements of articles 150-151 and 153-154 and paragraph 1 (c and d) of Article 152 of the Law 4548/2018 and the content
of the report is consistent with the accompanying financial statements for the year ended December 31, 2022.
Based on the knowledge we obtained during our audit of the Company “INTRALOT S.A. INTEGRATED LOTTERY
SYSTEMS AND SERVICES” and its environment, we have not identified any material misstatements in the Management
Report of the Board of Directors.
Complementary Report to the Audit Committee
Our audit opinion on the accompanying separate and consolidated financial statements is consistent with the Complementary
Report to the Company’s Audit Committee, in accordance with Article 11 of the European Union (EU) Regulation 537/2014.
Non-audit Services
We have not provided to the Company and its subsidiaries any prohibited non-audit services referred to in Article 5 of EU
Regulation 537/2014. The permitted non-audit services that we have provided to the Company and its subsidiaries during
the year ended December 31, 2022, are disclosed in Note 2.6 of the accompanying separate and consolidated financial
statements.
Auditor’s Appointment
We have been appointed as joint statutory auditors by the Shareholders’ Annual General Meeting of the Company on May
23, 2013. Since then, we have been appointed as joint statutory auditors for a total period of nice (9) years based on the
decisions of the Shareholders’ Annual General Meetings.
Internal Regulation Code
The Company has in effect Internal Regulation Code in conformance with the provisions of Article 14 of Law 4706/2020.
© 2023 SOL SA
Chartered Accountants Management Consultants | 3 Fok. Negri str, 112 57 Athens
D: +30 210 8691100 F: +30 210 8617328 | www.solae.gr
© 2023 Grant Thornton S.A.
Chartered Accountants Management Consultants | 58 Katechaki Av, 115 25 Athens
D: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
grant-thornton.gr
Assurance Report on European Single Electronic Format
We examined the digital records of the Company “INTRALOT S.A. INTEGRATED LOTTERY SYSTEMS AND SERVICES”
(hereinafter the “Company” or/and the “Group”), prepared in accordance with the European Single Electronic Format (ESEF)
as defined by the European Commission Delegated Regulation 2019/815, amended by the Regulation (EU) 2020/1989
(hereinafter “ESEF Regulation”), which comprise the separate and consolidated financial statements of the Company and
the Group for the year ended December 31, 2022, in XHTML format (213800XNTZ8P8L74HM35-2022-12-31-en.xhtml), as
well as the provided XBRL file (213800XNTZ8P8L74HM35-2022-12-31-en.zip) with the appropriate mark-up, on the
aforementioned consolidated financial statements, including the other explanatory information (Notes to financial
statements).
Regulatory framework
The digital records of the European Single Electronic Format are prepared in accordance with ESEF Regulation and the
European Commission Interpretative Communication 2020/C 379/01 of November 10, 2020, in conformance with Law
3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange
(hereinafter “ESEF Regulatory Framework”). In summary, this Framework includes, among others, the following
requirements:
All annual financial reports shall be prepared in XHTML format.
For the consolidated financial statements in accordance with IFRS, financial information included in the Income Statement,
Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Cash Flow
Statement, shall be marked-up with XBRL tags (XBRL ‘tags’ and “‘block tag”’) in accordance with the effective ESEF
Taxonomy. ESEF technical specifications, including the relevant taxonomy, are set out in the ESEF Regulatory Technical
Standards.
The requirements set out in the effective ESEF Regulatory Framework constitute the appropriate criteria for expressing a
conclusion of reasonable assurance.
Responsibilities of Management and Those Charged with Governance
Management is responsible for the preparation and submission of the separate and consolidated financial statements of the
Company for the year ended December 31, 2022, in accordance with the requirements of the ESEF Regulatory Framework,
and for such internal control as management determines is necessary to enable the preparation of digital records that are
free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to design and conduct this assurance engagement, in accordance with No. 214/4/11-02-2022 Decision
of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the “Guidelines
on the auditors’ engagement and assurance report on the European Single Electronic Format (ESEF) for issuers whose
securities are admitted to trading on a regulated market in Greece” as issued by the Institute of Certified Public Accountants
of Greece on February 14, 2022 (hereinafter “ESEF Guidelines”), in order to obtain reasonable assurance that the separate
and consolidated financial statements of the Company prepared by management in accordance with ESEF, are in
compliance, in all material respects, with the effective ESEF Regulatory Framework.
We conducted our work in accordance with the International Ethics Standards Board of Accountants “Code of Ethics for
Professional Accountants” (IESBA Code), as incorporated into the Greek Law, and we have complied with the ethical
requirements of independence, in accordance with Law 4449/2017 and EU Regulation 537/2014.
We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000 “Assurance
Engagements other than Audits or Reviews of Historical Financial Information” and our procedures are limited to the
requirements of the ESEF Guidelines. Reasonable assurance is a high level of assurance, but is not a guarantee that this
work will always detect a material misstatement of non-compliance with the requirements of the ESEF Regulation.
Conclusion
Based on the procedures performed and the evidence obtained, the separate and consolidated financial statements of the
Company for the year ended December 31, 2022, in XHTML format (213800XNTZ8P8L74HM35-2022-12-31-en.xhtml), as
well as the provided XBRL file (213800XNTZ8P8L74HM35-2022-12-31-en.zip) with the appropriate mark-up on the
aforementioned consolidated financial statements including the other explanatory information, have been prepared, in all
material respects, in accordance with the requirements of the ESEF Regulatory Framework.
© 2023 SOL SA
Chartered Accountants Management Consultants | 3 Fok. Negri str, 112 57 Athens
D: +30 210 8691100 F: +30 210 8617328 | www.solae.gr
© 2023 Grant Thornton S.A.
Chartered Accountants Management Consultants | 58 Katechaki Av, 115 25 Athens
D: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
grant-thornton.gr
Athens, April 11, 2023
The Certified Public Accountants
Anastasios F. Dallas
Panagiotis Noulas
SOEL Reg. No. 27021
SOEL Reg. No 40711
SOL S.A.
Member of Crowe Global
3, Fok. Negri Street, 112 57 Athens,
Greece
Institute of CPA (SOEL) Reg. No. 125
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
124
ANNUAL FINANCIAL STATEMENTS
INCOME STATEMENT OF THE GROUP / COMPANY FOR THE YEAR 2022
Amounts reported in thousand €
Notes
GROUP
COMPANY
1/1-31/12/2022
1/1-31/12/2021
1/1-31/12/2022
1/1-31/12/2021
Sale Proceeds
2.2
36.697
43.819
Less: Cost of Sales
-265.077
-300.161
-29.815
-38.098
Gross Profit /(loss)
6.882
5.721
Other Operating Income
2.3
741
11.630
Selling Expenses
-21.080
-22.576
-5.899
-6.410
Administrative Expenses
-73.079
-67.984
-10.812
-13.084
Research and Development Expenses
-1.509
-1.542
-1.509
-1.542
Reorganization expenses
-1.223
-17.170
0
-11.190
Other Operating Expenses
2.9
-4.119
-3.940
-61
-605
EBIT
2.1.27
-10.658
-15.480
EBITDA
2.1.27
2.636
-464
Income/(expenses) from participations and investments
2.7
-887
1.909
65.089
Gain/(loss) from assets disposal, impairment loss and write-off of assets
2.8
-16.318
652
-8.097
Interest and similar expenses
2.10
-38.911
-60.942
-17.742
-23.913
Interest and similar income
2.10
3.726
5.765
Exchange Differences
2.11
-430
-1.165
1.184
677
Profit / (loss) from equity method consolidations
2.31
0
0
Profit / (loss) to net monetary position
2.34
0
0
Profit/(loss) before tax from continuing operations
-20.930
24.041
Tax
2.12
-10.805
-4.386
2.303
3.754
Profit / (loss) after tax from continuing operations (a)
-18.627
27.795
Profit / (loss) after tax from discontinued operations (b) ¹
2.31
-9.224
0
0
Profit / (loss) after tax (continuing and discontinued operations) (a)+(b)
-18.627
27.795
Attributable to:
Equity holders of parent
-Profit/(loss) from continuing operations
-18.626
27.794
-Profit/(loss) from discontinued operations ¹
2.31
-9.093
0
0
-18.626
27.794
Non-Controlling Interest
-Profit/(loss) from continuing operations
0
0
-Profit/(loss) from discontinued operations ¹
2.31
-131
0
0
0
0
Earnings/(losses) after tax per share (in €) from total operations
-basic
2.13
-0,0763
0,1874
-diluted
2.13
-0,0763
0,1874
Weighted Average number of shares
244.022.591
148.288.968
¹The activities of Group subsidiaries and associates
in Poland (Totolotek S.A.),
in Brazil (Intralot do Brazil Ltda, OLTP Ltda), Peru (Intralot de Peru SAC) and Taiwan (
GoReward Ltd)
are presented as
discontinued operations pursuant to IFRS 5 (note
2.31.A.VIII
).
The primary financial statements should be read in conjunction with the accompanying notes.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
125
STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP / COMPANY FOR THE YEAR 2022
Amounts reported in thousand €
Notes
GROUP
COMPANY
1/1-31/12/2022
1/1-31/12/2021
1/1-31/12/2022
1/1-31/12/2021
Profit / (loss) after tax (continuing and discontinued operations) (a)+(b)
-18.627
27.795
Attributable to:
Equity holders of parent
-Profit/(loss) from continuing operations
-18.626
27.794
-Profit/(loss) from discontinued operations ¹
2.31
-9.093
0
0
-18.626
27.794
Non-Controlling Interest
-Profit/(loss) from continuing operations
0
0
-Profit/(loss) from discontinued operations ¹
2.31
-131
0
0
0
0
Other comprehensive income after tax
Amounts that may not be reclassified to profit or loss:
Defined benefit plans revaluation for subsidiaries and parent company
2.26
69
20
Defined benefit plans revaluation for associates and joint ventures
0
0
Valuation of assets measured at fair value through other comprehensive income of
parent and subsidiaries
2.18
-50
10
41
Amounts that may be reclassified to profit or loss:
Exchange differences on subsidiaries consolidation
2.23
-1.805
0
0
Share of exchange differences on consolidation of associates and joint ventures
2.23
-5.692
0
0
Other comprehensive income/ (expenses) after tax
-7.400
79
61
Total comprehensive income / (expenses) after tax
-18.548
27.856
Attributable to:
Equity holders of parent
-18.547
27.855
Non-Controlling Interest
0
0
¹
The activities of Group subsidiaries and associates in Poland (Totolotek S.A.), in Brazil (Intralot do Brazil Ltda, OLTP Ltda) and Peru (Intralot de Peru SAC)
and Taiwan (
GoReward Ltd) are presented as
discontinued operations pursuant to IFRS 5
(note
2.31.A.VIII
).
The primary financial statements should be read in conjunction with the accompanying notes.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
126
INCOME STATEMENT OF THE GROUP / COMPANY FOR THE 4
th
QUARTER OF 2022
Amounts reported in thousand €
GROUP
COMPANY
1/10-
31/12/2022
1/10-31/12/2021
1/10-
31/12/2022
1/10-31/12/2021
Sale Proceeds
91.041
111.211
17.811
23.632
Less: Cost of Sales
-49.878
-83.832
-9.624
-15.454
Gross Profit /(loss)
41.163
27.379
8.187
8.178
Other Operating Income
6.950
5.740
113
1.353
Selling Expenses
-5.476
-6.448
-1.444
-1.775
Administrative Expenses
-20.279
-20.380
-2.926
-4.296
Research and Development Expenses
-342
-330
-342
-330
Reorganization expenses
-87
-296
0
-80
Other Operating Expenses
-3.486
-900
-19
-3
EBIT
18.443
4.765
3.569
3.047
EBITDA
34.824
27.839
6.719
6.424
Income/(expenses) from participations and investments
-326
845
0
-1.546
Gain/(loss) from assets disposal, impairment loss and write-off of assets
9
-12.234
81
-8.097
Interest and similar expenses
-9.969
-10.332
-4.582
-5.854
Interest and similar income
684
479
3.074
5.062
Exchange Differences
-779
-3.411
-43
210
Profit / (loss) from equity method consolidations
58
34
0
0
Profit / (loss) to net monetary position
2.269
144
0
0
Profit/(loss) before tax from continuing operations
10.389
-19.710
2.099
-7.178
Tax
4.088
3.244
2.590
7.004
Profit / (loss) after tax from continuing operations (a)
14.477
-16.466
4.689
-174
Profit / (loss) after tax from discontinued operations (b) ¹
0
0
0
0
Profit / (loss) after tax (continuing and discontinued operations) (a)+(b)
14.477
-16.466
4.689
-174
Attributable to:
Equity holders of parent
-Profit/(loss) from continuing operations
12.348
-17.952
4.687
-174
-Profit/(loss) from discontinued operations ¹
0
0
0
0
12.348
-17.952
4.687
-174
Non-Controlling Interest
-Profit/(loss) from continuing operations
2.129
1.485
0
0
-Profit/(loss) from discontinued operations ¹
0
0
0
0
2.129
1.485
0
0
Earnings/(losses) after tax per share (in €) from total operations
-basic
0,0333
-0,1211
0,0126
-0,0012
-diluted
0,0333
-0,1211
0,0126
-0,0012
Weighted Average number of shares
371.337.000
148.288.968
371.337.000
148.288.968
¹
The activities of Group subsidiaries and associates in Poland (Totolotek S.A.), in Brazil (Intralot do Brazil Ltda, OLTP Ltda) and Peru (Intralot de Peru SAC)
and Taiwan (
GoReward Ltd) are presented as
discontinued operations pursuant to IFRS 5
(note
2.31.A.VIII
).
The primary financial statements should be read in conjunction with the accompanying notes.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
127
STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP / COMPANY FOR THE 4th QUARTER OF 2022
Amounts reported in thousand €
GROUP
COMPANY
1/10-
31/12/2022
1/10-
31/12/2021
1/10-
31/12/2022
1/10-
31/12/2021
Profit / (loss) after tax (continuing and discontinued operations) (a)+(b)
14.477
-16.466
4.689
-174
Attributable to:
Equity holders of parent
-Profit/(loss) from continuing operations
12.348
-17.952
4.687
-174
-Profit/(loss) from discontinued operations ¹
0
0
0
0
12.348
-17.952
4.687
-174
Non-Controlling Interest
-Profit/(loss) from continuing operations
2.129
1.485
0
0
-Profit/(loss) from discontinued operations ¹
0
0
0
0
2.129
1.485
0
0
Other comprehensive income after tax
Amounts that may not be reclassified to profit or loss:
Defined benefit plans revaluation for subsidiaries and parent company
88
6
69
20
Defined benefit plans revaluation for associates and joint ventures
0
0
0
0
Valuation of assets measured at fair value through other comprehensive income of parent and
subsidiaries
12
-32
12
-7
Amounts that may be reclassified to profit or loss:
Exchange differences on subsidiaries consolidation
907
3.923
0
0
Share of exchange differences on consolidation of associates and joint ventures
-5.756
202
0
0
Other comprehensive income/ (expenses) after tax
-4.749
4.099
81
13
Total comprehensive income / (expenses) after tax
9.728
-12.367
4.770
-161
Attributable to:
Equity holders of parent
7.884
-13.001
4.768
-161
Non-Controlling Interest
1.844
635
0
0
¹
The activities of Group subsidiaries and associates in Poland (Totolotek S.A.), in Brazil (Intralot do Brazil Ltda, OLTP Ltda) and Peru (Intralot de Peru SAC)
and Taiwan (
GoReward Ltd) are presented as
discontinued operations pursuant to IFRS 5
(note
2.31.A.VIII
).
The primary financial statements should be read in conjunction with the accompanying notes.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
128
STATEMENT OF FINANCIAL POSITION OF THE GROUP/COMPANY
Amounts reported in thousand €
Notes
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
ASSETS
Tangible assets
2.14
13.457
22.820
Investment property
2.15
2.556
0
Intangible assets
2.16
51.954
57.791
Investment in subsidiaries, associates and joint ventures
2.17
268.948
143.833
Other financial assets
2.18
84
80
Deferred Tax asset
2.12
5.383
2.998
Other long-term receivables
2.19
26.481
27.313
Total Non-Current Assets
368.863
254.835
Inventories
2.21
3.199
3.593
Trade and other short-term receivables
2.20
91.923
79.657
Other financial assets
2.18
0
0
Cash and cash equivalents
2.22
6.141
8.338
Total Current Assets
101.263
91.588
TOTAL ASSETS
470.126
346.423
EQUITY AND LIABILITIES
Share capital
2.23
111.401
45.679
Share premium
2.23
62.081
0
Treasury shares
2.23
-3.018
0
-3.018
Other reserves
2.23
56.897
54.518
Foreign currency translation
2.23
-102.723
-96.854
0
0
Retained earnings
-247.156
-138.246
-82.214
-59.388
Total equity attributable to shareholders of the parent
-107.909
-123.450
148.165
37.791
Non-Controlling Interest
0
0
Total Equity
-87.713
-115.465
148.165
37.791
Long term debt
2.25
267.309
250.425
Staff retirement indemnities
2.26
1.154
1.176
Other long-term provisions
2.31.C
9.735
10.577
Deferred Tax liabilities
2.12
0
0
Other long-term liabilities
2.28
36
36
Long term lease liabilities
2.25
423
519
Total Non-Current Liabilities
278.657
262.733
Trade and other short-term liabilities
2.29
41.357
41.481
Short term debt and lease liabilities
2.25
1.690
2.522
Income tax payable
218
1.856
Short term provision
2.31.C
40
40
Total Current Liabilities
43.305
45.899
TOTAL LIABILITIES
321.962
308.632
TOTAL EQUITY AND LIABILITIES
470.126
346.423
The primary financial statements should be read in conjunction with the accompanying notes.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
129
STATEMENT OF CHANGES IN EQUITY OF THE GROUP
STATEMENT OF CHANGES IN EQUITY INTRALOT GROUP
Share
Capital
Treasury
Shares
Share
premium
Legal
Reserve
Other
Reserves
Foreign
exchange
differences
Retained
Earnings
Total
Non-
Controlling
Interest
Grand
Total
(Amounts reported in thousands of €)
Opening Balance as of January 1, 2022
-3.018
-96.854
-138.246
-123.450
-115.465
Effect from the application of IAS 29
Opening Balance as at 1 January 2022 after the
revaluation from reconsideration of IAS 29
-3.018
-96.854
-133.546
-118.170
-104.914
Share Capital Increase
Period’s results
Other comprehensive income / (expenses) after tax
-5.869
-5.777
-1.623
-7.400
Dividends to equity holders of parent / non-controlling interest
-4.662
-4.662
Subsidiary disposal/liquidation
-8
-7
-15
-15
Effect due to change in participation
-125.398
-125.398
-125.081
Adjustment to net monetary position
Cancelation of own shares
-1.117
-1.901
Transfer between reserves
-1.292
-178
Balances as December 31 2022
-102.723
-247.156
-107.909
-87.713
STATEMENT OF CHANGES IN EQUITY INTRALOT
GROUP
Share
Capital
Treasury
Shares
Legal
Reserve
Other
Reserves
Restated
Foreign
exchange
differences
Retained
Earnings
Restated
Assets held
for sale
reserves ¹
Total
Non-
Controlling
Interest
Grand
Total
(Amounts reported in thousands of €)
Opening Balance as of January 1, 2021
-8.528
-100.908
-223.232
-644
-220.463
-216.765
Effect on retained earnings from previous years adjustments
-3
Period’s results
Other comprehensive income / (expenses) after tax
-33
-2
-1.585
Dividends to equity holders of parent / non-controlling interest
-5.006
-5.006
Subsidiary disposal/liquidation
Effect due to change in participation percentage
-2.542
Adjustment to net monetary position
Cancelation of own shares
-1.410
-3.208
Sale of own shares
-765
Discontinued operations
-644
Transfer between reserves
-3.957
Balances as December 31 2021
-3.018
-96.854
-138.246
-123.450
-115.465
1
Reserves from profit / (loss) recognized directly in other comprehensive income and are related to assets held for sale (note
2.31.A.VIII
).
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
130
STATEMENT OF CHANGES IN EQUITY OF THE COMPANY
STATEMENT OF CHANGES IN EQUITY INTRALOT S.A.
Share
Capital
Treasury
Shares
Share
premium
Legal
Reserve
Other
Reserves
Retained
Earnings
Total
(Amounts reported in thousands of €)
Opening Balance as of January 1, 2022
45.679
-3.018
0
15.896
38.622
-59.388
37.791
Share Capital Increase
66.840
0
62.081
0
0
0
128.921
Period’s results
0
0
0
0
0
-18.626
-18.627
Other comprehensive income /(expenses) after taxes
0
0
0
0
79
0
79
Cancelation of own shares
-1.117
3.018
0
0
0
-1.901
0
Transfer between reserves
0
0
0
0
2.300
-2.300
0
Balances as December 31 2022
111.401
0
62.081
15.896
41.001
-82.214
148.165
STATEMENT OF CHANGES IN EQUITY INTRALOT S.A.
Share
Capital
Treasury
Shares
Legal
Reserve
Other
Reserves
Restated
Retained
Earnings
Restated
Total
(Amounts reported in thousands of €)
Opening Balance as of January 1, 2021
47.089
-8.528
15.896
39.326
-83.974
9.809
Period’s results
0
0
0
0
27.794
27.795
Other comprehensive income /(expenses) after taxes
0
0
0
61
0
61
Sale of own shares
0
891
0
-765
0
126
Cancelation of own shares
-1.410
4.618
0
0
-3.208
0
Balances as December 31 2021
45.679
-3.018
15.896
38.622
-59.388
37.791
The primary financial statements should be read in conjunction with the accompanying notes.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
131
CASH FLOW STATEMENT OF THE GROUP/COMPANY
Amounts reported in thousands of € (total
operations)
Notes
GROUP
COMPANY
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Operating activities
Profit / (loss) before tax from continuing operations
-20.930
24.041
Profit / (loss) before tax from discontinued operations
2.31.VIII
-7.892
0
0
Profit / (loss) before Taxation
-20.930
24.041
Plus / Less adjustments for:
Depreciation and amortization
2.5
13.295
13.850
Provisions
-873
10.235
Results (income, expenses, gain and loss) from
investing activities
-4.137
-34.502
-3.145
-65.777
Interest and similar expenses
2.10
17.742
23.913
Interest and similar income
2.10
-2.194
-47.386
-3.726
-5.765
(Gain) / loss to net monetary position
2.34
-15.380
-595
0
0
Reorganization expenses
2.1.27
0
11.190
Plus / less adjustments for changes in working capital:
Decrease / (increase) of inventories
-6.521
-2.395
336
556
Decrease / (increase) of receivable accounts
-6.843
-9.290
-7.342
(Decrease) / increase of payable accounts (except
banks)
-3.383
-33.115
3.445
-1.337
Income tax (paid)/received
-12.179
-1.330
5.241
Total inflows / (outflows) from operating
activities (a)
-4.476
8.804
Investing Activities
(Purchases) / Sales of subsidiaries, associates, joint
ventures and other investments
2.31.V
-125.134
-125.872
10.425
Purchases of tangible and intangible assets
2.14
/
2.16
-26.578
-23.184
-2.817
-2.578
Proceeds from sales of tangible and intangible assets
2.14
/
2.16
26
15
Interest received
1.533
4.131
Dividends received
1.705
5.511
Total inflows / (outflows) from investing
activities (b)
-147.211
-9.320
-125.425
17.504
Financing Activities
Proceeds from issues of shares and other equity
securities
2.31.VI
128.921
0
Sale of own shares
0
126
Cash inflows from loans
2.25
1.297
6.003
Repayment of loans
2.25
-253.761
-13.243
-1.959
-17.810
Repayments of lease liabilities
2.25
-5.423
-3.422
-310
-361
Interest and similar expenses paid
2.25
-41.811
-56.483
-262
-6.015
Dividends paid
-3.689
-6.479
0
0
Reorganization expenses paid
-1.031
-17.732
0
-7.984
Total inflows / (outflows) from financing
activities (c)
-87.127
127.687
-26.041
Net increase / (decrease) in cash and cash
equivalents for the period (a) + (b) + (c)
-1.316
-2.214
267
Cash and cash equivalents at the beginning of
the period
2.22
8.338
7.959
Net foreign exchange difference
-3.657
-3.761
17
112
Cash and cash equivalents at the end of the
period from total operations
2.22
6.141
8.338
The primary financial statements should be read in conjunction with the accompanying notes.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
132
1. GENERAL INFORMATION
INTRALOT S.A. – “Integrated Lottery Systems and Gaming Services” , with the distinct title «INTRALOT» is a
business entity that was established based on the Laws of Hellenic Republic, whose shares are traded in the
Athens Stock Exchange. Reference to «INTRALOT» or the «Company» includes INTRALOT S.A. whereas
reference to the «Group» includes INTRALOT S.A. and its fully consolidated subsidiaries, unless otherwise
stated. The Company was established in 1992 and has its registered office in 19 km, Markopoulou Ave., 19
INTRALOT, a public listed company, is the leading supplier of integrated gaming and transaction processing
systems, innovative game content, sports betting management and interactive gaming services to state-
licensed gaming organizations worldwide. Its broad portfolio of products & services, its know-how of Lottery,
Betting, Racing & Video Lottery operations and its leading-edge technology, give INTRALOT a competitive
advantage, which contributes directly to customers’ efficiency, profitability and growth. With presence in 39
countries and states, with approximately 1.700 employees and revenues from continuing operations of €393
million for 2022, INTRALOT has established its presence on all 5 major continents.
The financial statements of the Group and the Company for the period ended December 31, 2022 were
approved by the Board of Directors on April 11, 2023.
2. NOTES TO ANNUAL FINANCIAL STATEMENTS
2.1.1
Basis of preparation of the Financial Statements
The attached financial statements have been prepared on the historical cost basis, except for the financial
assets measured at fair value through other comprehensive income and the derivative financial instruments
that are measured at fair value, or at cost if the difference is not a significant amount, and on condition that
the Company and the Group would continue as a going concern, as described below. The attached financial
statements are presented in Euros and all values are rounded to the nearest thousand (€000) except if
indicated otherwise.
Going concern
The Group maintains sufficient liquidity as to cover its cash needs in the near future. The Group has completed
a series of capital restructuring actions, including debt restructuring and refinancing transactions, as well as
a share capital increase of €129,2m. Following the completion of the exchange offers in August 2021, resulting
to the extension of the 2021 maturities with new maturity date September, 2025 and the deleverage of
€163m, the Group recently acquired the minority shares in Intralot Inc. through the proceeds of the share
capital increase, thus bringing the controlling share of the Intralot Group in Intralot Inc. to 100%, and
consequently obtaining full control of its subsidiary’s cash flows. In addition, at the same time, the Group
proceeded with the refinancing of Intralot Inc. debt with new banking facility (Term Loan) maturing in 2025.
The new loan agreement signed with a consortium of six US financial institutions also includes a revolving
credit line (Revolver Facility) of $50 million, which will significantly assist the Group's liquidity management.
The successful completion of these three transactions is expected to allow the Group to implement its business
plan and address significant opportunities both in the Lottery as well as in the Sports Betting markets.
In this field, the Management is continuously monitoring the cash flow of the Group and enhancing its efforts
for further sales increase through operational improvements, while at the same time focusing on the cost
reduction through operational efficiencies and development of synergies.
The geopolitical tension due to the war in Ukraine coupled with the energy crisis, disruptions in the supply
chain, and the rising inflation, are factors that have affected and continue to affect economic developments.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
133
Although our Group does not have exposure in terms of operations or dependency on suppliers in Ukraine and
Russia, the potential risks from the reduction in the household disposable income and the possible increase in
operating expenses due to inflationary pressures cannot be ignored.
An important impact is the increase of interest rates, which has affected the new banking facility of our
subsidiary in the US since it is a fluctuating interest rate bearing banking facility and therefore the servicing
cost has temporarily increased. However, given that our subsidiary in the US generates strong cash flows, it
can meet the increased servicing obligations of its debt. In addition, recently, interest rates have shown a
gradual trend of de-escalation, and therefore we expect that the servicing cost for this financing will decrease
in the medium term, releasing capital that can be directed towards more developmental actions and
significantly strengthening our company's cash position.
The Management has prepared a detailed business plan with expected cash flows for a period up to December
2024, taking into consideration the trading performance and the current trends per operating activity,
macroeconomic environment in markets we operate and new developments in financial markets.
Given that the maturity date of the bond, with a nominal value of €500 million (€356 million after repurchases),
is September 15, 2024, within a 18-month time horizon from the date of publication of the Financial
Statements for 2022, the Management has already started examining a series of options for refinancing the
bond with a new bond or a bank loan, and in any case, in the optimal way for the interests of the Group and
all parties involved, taking into account the current market conditions and the objective capabilities of the
Group. We estimate that within the next few months, and certainly within the timeline specified by the
Indenture, the Management will be in a position to announce a refinancing plan.
In conclusion, taking into account the Forecasted Cash Flows plan, the successful share capital increase, the
successful refinancing of the Intralot Inc.’s debt that led to the improvement of Net Debt, which combined
with the improvement of operational profitability significantly enhanced the leverage ratio, as well as all
available information about the foreseeable future, the Management estimates that the Going Concern
assumption is valid for the preparation of the financial statements and there is no longer any material
uncertainty in this regard.
In view of the above, the Financial Statements of the Group were prepared on the basis of the going concern
principle
.
2.1.2
Statement of compliance
These financial statements for the period ended December 31, 2022 have been prepared in accordance with
International Financial Reporting Standards (I.F.R.S.), including the International Accounting Standards (IAS)
and Interpretations issued by International Financial Reporting Interpretations Committee (IFRIC), that have
been endorsed by the European Union as of December 31, 2022.
2.1.3
Financial Statements
INTRALOT keeps its accounting books and records and prepares its financial statements in accordance with
the International Financial Reporting Standards (IFRS), Law 4308/2014 chap. 2, 3 & 4 and current tax
regulations and issues its financial statements in accordance with the International Financial Reporting
Standards (IFRS).
INTRALOT’s Greek subsidiaries keep their accounting books and records and prepare their financial statements
in accordance with GAS (L.4308/2014), the International Financial Reporting Standards (IFRS) and current
tax regulations. INTRALOT’s foreign subsidiaries keep their accounting books and records and prepare their
financial statements in accordance with the applicable laws and regulations in their respective countries. For
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
134
the purpose of the consolidated financial statements, Group entities’ financial statements are adjusted and
prepared in relation to the requirements of the International Financial Reporting Standards (IFRS).
Differences that may occur between the items in the Financial Statements and of the corresponding items in
the notes are due to rounding.
2.1.4 Changes in accounting policies
For the preparation of the financial statements of period ended December 31, 2022, the accounting policies
adopted are consistent with those followed in the preparation of the most recent annual financial statements
(
December 31, 2021
), except for the below mentioned adoption of new standards and interpretations
applicable for fiscal periods beginning at January 1, 2022.
Standards and Interpretations compulsory for the fiscal year 2022
New standards, amendments of published standards and interpretations mandatory for accounting periods
beginning on 1st January 2022. The Group’s assessment of the impact of these new and amended standards
and interpretations is set out below.
IAS 16 (Amendment) ‘Property, Plant and Equipment – Proceeds before Intended Period”
The amendment prohibits an entity from deducting from the cost of an item of PP&E any proceeds received
from selling items produced while the entity is preparing the asset for its intended use. It also requires entities
to separately disclose the amounts of proceeds and costs relating to such items produced that are not an
output of the entity’s ordinary activities. The amendment did not have any impact on the Group Financial
Statements.
IAS 37 (Amendment) ‘Onerous Contracts – Cost of Fulfilling a Contract’
The amendment clarifies that ‘costs to fulfil a contract’ comprise the incremental costs of fulfilling that contract
and an allocation of other costs that relate directly to fulfilling contracts. The amendment also clarifies that,
before a separate provision for an onerous contract is established, an entity recognises any impairment loss
that has occurred on assets used in fulfilling the contract, rather than on assets dedicated to that contract.
The amendment did not have any impact on the Group Financial Statements.
IFRS 3 (Amendment) ‘Reference to the Conceptual Framework’
The amendment updated the standard to refer to the 2018 Conceptual Framework for Financial Reporting, in
order to determine what constitutes an asset or a liability in a business combination. In addition, an exception
was added for some types of liabilities and contingent liabilities acquired in a business combination. Finally, it
is clarified that the acquirer should not recognise contingent assets, as defined in IAS 37, at the acquisition
date. The amendment did not have any impact on the Group Financial Statements.
Annual Improvements to IFRS Standards 2018–2020
Annual Improvements 2018-2020 make minor amendments to IFRS 1 First-time Adoption of IFRS, IFRS 9
Financial Instruments, IAS 41 Agriculture and the Illustrative Examples accompanying IFRS 16 Leases. The
Group will examine the impact of the above on its financial statements.
Standards and Interpretations compulsory after December 31, 2022
The following new standards, amendments and IFRICs have been published but are in effect for the annual
fiscal period beginning the 1st of January 2023 and have not been adopted from the Group earlier.
IFRS 17 ‘Insurance contracts’ and Amendments to IFRS 17
Effective for annual periods beginning on or after 1 January 2023.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
135
IFRS 17 has been issued in May 2017 and, along with the Amendments to IFRS 17 issued in June 2020,
supersedes IFRS 4. IFRS 17 establishes principles for the recognition, measurement, presentation and
disclosure of insurance contracts within the scope of the Standard and its objective is to ensure that an entity
provides relevant information that faithfully represents those contracts. The new standard solves the
comparison problems created by IFRS 4 by requiring all insurance contracts to be accounted for in a consistent
manner. Insurance obligations will be accounted for using current values instead of historical cost. This
amendment will not affect Group financial statements.
IAS 1 (Amendment) ‘Classification of liabilities as current or non-current’
Effective for annual periods beginning on or after 1 January 2024.
The amendment clarifies that liabilities are classified as either current or non-current depending on the rights
that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or
events after the reporting date. The amendment also clarifies what IAS 1 means when it refers to the
‘settlement’ of a liability. The Group will assess the impact of the amendment on its financial statements.
These amendments have not yet been endorsed by the European Union.
IAS 1 (Amendments) ‘Presentation of Financial Statements’ and IFRS Practice Statement 2
‘Disclosure of Accounting policies’
Effective for annual periods beginning on or after 1 January 2023.
The amendments require companies to disclose their material accounting policy information and provide
guidance on how to apply the concept of materiality to accounting policy disclosures.
The Group will assess
the impact of the amendment on its financial statements.
IAS 1 (Amendments) ‘Non-current liabilities with covenants’
Effective for annual periods beginning on or after 1 January 2024.
The amendments clarify that if the right to defer settlement is subject to the entity complying with specified
conditions (covenants), this amendment will only apply to conditions that exist when compliance is measured
on or before the reporting date. Additionally, the amendments aim to improve the information an entity
provides when its right to defer settlement of a liability is subject to compliance with covenants within twelve
months after the reporting period.
IAS 8 (Amendments) ‘Accounting policies, Changes in Accounting Estimates and Errors: Definition
of Accounting Estimates’
Effective for annual periods beginning on or after 1 January 2023.
The amendments clarify how companies should distinguish changes in accounting policies from changes in
accounting estimates.
The Group will assess the impact of the amendment on its financial statements.
IΑS 1
2 (Amendments) ‘Deferred tax related to Assets and Liabilities arising from a Single
Transaction’
Effective for annual periods beginning on or after 1 January 2023.
The amendments require companies to recognize deferred tax on transactions that, on initial recognition, give
rise to equal amounts of taxable and deductible temporary differences. This will typically apply to transactions
such as leases for the lessee and decommissioning obligations. The Group will assess the impact of the
amendment on its financial statements.
IFRS 17 (Amendment) ‘Initial Application of IFRS 17 and IFRS 9 – Comparative Information’
Effective for annual periods beginning on or after 1 January 2023.
The amendment is a transition option relating to comparative information about financial assets presented on
initial application of IFRS 17. The amendment is aimed at helping entities to avoid temporary accounting
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
136
mismatches between financial assets and insurance contract liabilities, and therefore improve the usefulness
of comparative information for users of financial statements. This amendment does not affect Group financial
statements. This amendment has not yet been endorsed by the European Union.
IFRS 16 (Amendment) ‘Lease Liability in a Sale and Leaseback’
Effective for annual periods beginning on or after 1 January 2024.
The amendment clarifies how an entity accounts for a sale and leaseback after the date of the transaction.
Sale and leaseback transactions where some or all the lease payments are variable lease payments that do
not depend on an index or rate are most likely to be impacted. An entity applies the requirements
retrospectively back to sale and leaseback transactions that were entered into after the date when the entity
initially applied IFRS 16. The amendment has not yet been endorsed by the EU.
The Group will assess the impact of the amendment on its financial statements.
2.1.5 Basis of Consolidation
The consolidated financial statements comprise the financial statements of INTRALOT S.A. and its subsidiaries
as at the end of each reporting period. The financial statements of the subsidiaries are prepared for the same
reporting period as the parent company, using consistent accounting policies.
Adjustments are made to bring in line any dissimilar accounting policies that may have existed. All
intercompany balances and transactions, including unrealized profits arising from intra-group transactions,
have been eliminated in full. Unrealized losses are eliminated unless costs cannot be recovered.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with
the investee and has the ability to affect those returns through its power over the investee. Specifically, the
Group controls an investee if and only if the Group has:
•
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee)
•
Exposure, or rights, to variable returns from its involvement with the investee, and
•
The ability to use its power over the investee to affect the amount of its returns.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:
•
The contractual arrangement with the other vote holders of the investee
•
Rights arising from other contractual arrangements
•
The Group’s voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the
Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets,
liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the
consolidated statements of comprehensive income and financial position from the date the Group gains control
until the date the Group ceases to control the subsidiary.
Changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted
for as equity transactions (i.e. transactions with owners in their capacity as owners).
Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even
if this results in the non-controlling interests having a deficit balance.
If the Group loses control over a subsidiary, it:
•
derecognizes the assets (including goodwill) and liabilities of the subsidiary,
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
137
•
derecognizes the carrying amount of any non-controlling interests in the former subsidiary (including
any components of other comprehensive income attributable to them),
•
derecognizes the cumulative translation differences that have been recorded in equity,
•
recognizes the fair value of the consideration received from the transaction,
•
recognizes any investment retained in the former subsidiary at its fair value at the date when control is
lost,
•
reclassifies to profit or loss, (or transfers directly to retained earnings if required in accordance with
other IFRSs), the amounts that have been recorded in the parent’s share of other comprehensive
income,
•
recognizes any resulting difference as a gain or loss in profit or loss.
Where there is a loss of control of a subsidiary, the consolidated financial statements include the results for
the part of the reporting year during which the Group has control.
2.1.6 Business combination and goodwill
a) Subsidiaries
Subsidiaries are entities that are controlled by the Group. Subsidiaries are consolidated using the acquisition
method according to IFRS 3. The cost of an acquisition is measured as the aggregate of the consideration
transferred measured at acquisition date fair value and the amount of any non-controlling interest in the
acquiree. For each subsidiary acquired, the Group elects whether to measure the non-controlling interests in
the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-
related costs are expensed as incurred and included to income statement.
At the acquisition date, the Group classifies or designates the identifiable assets acquired and liabilities
assumed on the basis of the contractual terms, economic conditions, its operating or accounting policies and
other pertinent conditions as they exist at the acquisition date
.
In a business combination achieved in stages, the Group remeasures its previously held equity interest in the
acquiree at its acquisition-date fair value and recognizes the resulting gain or loss in profit or loss. In prior
reporting periods, the Group may have recognized changes in the value of its equity interest in the acquiree
in other comprehensive income (i.e. due to the fact that the investment has been classified as available for
sale). If so, the amount that was recognized in other comprehensive income shall be recognized on the same
basis as would be required if the Group had disposed directly of the previously held equity interest.
The Group recognizes any contingent consideration at the fair value, at the acquisition date. Subsequent
changes to the fair value of the contingent consideration which is deemed to be an asset or a liability will be
recognized in accordance with IFRS 9 either in income statement or as a change in other comprehensive
income.
If the contingent consideration is not within the scope of IFRS 9, it is measured in accordance with
the appropriate IFRS. If the contingent consideration is classified as equity, it shall not be remeasured until it
is finally settled within equity.
Goodwill in a business acquisition is initially measured at cost being the excess of the consideration transferred,
the amount recognized for non-controlling interests and any previous interest held, over the net fair value of
the identifiable assets acquired and liabilities assumed of the acquiree. If the fair value of the net assets
acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly
identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to
measure the amounts to be recognized at the acquisition date. If the re-assessment still results in an excess
of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is
recognized in profit or loss. Any goodwill arising on the acquisition of a foreign subsidiary and any fair value
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
138
adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets
and liabilities of the foreign operation and translated at the closing rate accordingly.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Based on
IFRS 3 “Business combinations”, Goodwill is not amortized. For the purpose of impairment testing, goodwill
acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-
generating units that are expected to benefit from the combination, irrespective of whether other assets or
liabilities of the acquiree are assigned to those units. Goodwill is reviewed for impairment, annually or more
frequently if events or changes in circumstances indicate that the carrying value may be impaired.
Impairment is determined by assessing the recoverable amount of the cash-generating unit, to which the
goodwill relates. Where recoverable amount of the cash-generating unit is less than the carrying amount, an
impairment loss is recognized.
Where goodwill forms part of a cash generating unit and part of the operation within that unit is disposed of,
the goodwill associated with the operation disposed of is included in the carrying amount of the operation
when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is
measured on the basis of the relative values of the operation disposed of and the portion of the cash-
generating unit retained.
Any impairment losses that have been recognized for goodwill, will not be reversed in future periods.
Investments in subsidiaries are stated in the individual statement of financial position of the Company at their
cost less any impairment in value.
b) Investment in associates and joint ventures
Associates are entities over which the Group has significant influence. Significant influence is the power to
participate in the financial and operating policy decisions of the investee, but is not control or joint control
over those policies.
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement
have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control
of an arrangement, which exists only when decisions about the relevant activities require unanimous consent
of the parties sharing control.
The considerations made in determining significant influence or joint control are similar to those necessary to
determine control over subsidiaries.
The Group’s investments in associates and joint ventures are accounted for using the equity method.
Under this method, investments in associates or joint ventures are carried in the statement of financial position
at cost plus post acquisition changes in the Group’s share of net assets of the associate or joint venture.
Goodwill relating to the associate or joint venture is included in the carrying amount of the investment and is
neither amortized nor individually tested for impairment.
The income statement reflects the Group’s share of the post-acquisition associate’s or joint venture’s results
after taxes and non-controlling interests of the associate’s or joint venture’s subsidiaries. Any change in other
comprehensive income of those investees is presented as part of the Group’s other comprehensive income.
Also, the Group’s share of the changes in associates’ or joint ventures’ equity is directly recognized to the
consolidated statement of changes in equity. Unrealized gains and losses resulting from transactions between
the Group and the associate or joint venture are eliminated to the extent of the interest in the associate or
joint venture.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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139
If an associate or joint venture uses accounting policies other than those of the Group for similar transactions
and events in similar circumstances, adjustments are made to the associate’s or joint venture’s financial
statements so as to apply the equity method.
The financial statements of associates or joint ventures are prepared for the same reporting period as the
parent company.
If the Group’s share of losses of an associate or joint venture equals or exceeds its interest in the associate
or joint venture, the Group discontinues recognizing its share of further losses, unless it has incurred legal or
constructive obligations or made payments on behalf of the associate or joint venture.
After application of the equity method, the Group applies the requirements of the relative IFRSs to determine
whether it is necessary to recognize any additional impairment loss with respect to its net investment in the
associate or joint venture. The Group incurs impairment test at the end of each reporting period comparing
the recoverable amount of the investment in associate or joint venture to its carrying value and recognizes
the difference in the income statement of the period.
The Group discontinues the use of the equity method from the date when it ceases to have significant influence
over an associate or joint control over a joint venture and accounts for the investment in accordance with
IFRS 9 measuring the investment at fair value. Any difference between the carrying amount and the fair value
of the investment in associate or joint venture is recognized in the income statement of the period.
Investments in associates or joint venture are stated in the statement of financial position of the Company at
their cost less any impairment in value.
2.1.7 Foreign Currency Translation
The functional and presentation currency of
INTRALOT S.A.
and its subsidiaries which are located in Greece is
the euro (€). The Group’s consolidated financial statements are presented in euros. For each entity the Group
determines the functional currency and items included in the financial statements of each entity are measured
using that functional currency.
a) Transactions and balances
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional
currency spot rates at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency
spot rates of exchange at the reporting date.
All resulting differences are taken to the consolidated income statement with the exception of differences on
foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken
directly to Other Comprehensive Income until the disposal of the net investment, at which time they are
recognized in the consolidated income statement. Tax charges and credits attributable to exchange differences
on those borrowings are also dealt with in Other Comprehensive Income.
Exchange differences resulting from financial assets and liabilities (intragroup loans and long term nontrade
receivables/payables for which settlement is neither planned nor likely to occur in the foreseeable future) that
has been classified as part of an entity’s net investment in a subsidiary with foreign operations, are recognized
in income statement in the separate financial statements of the entity or/and subsidiary. In the consolidated
financial statements, the above exchange differences are recognized in other comprehensive income and
included in the exchange differences reserve. When the settlement of the above financial assets and liabilities
is planned or likely to occur in the foreseeable future, cumulative exchange differences in reserves are
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reclassified in consolidated income statement since the financial assets and liabilities cease to be part of an
entity’s net investment in a subsidiary with foreign operations. The same accounting treatment of
reclassification applied on the subsidiary disposal.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using
the exchange rate as at the date of initial transaction. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value was determined. The gain or
loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition
of gain or loss on change in fair value of the item (i.e., translation differences on items whose fair value gain
or loss is recognized in other comprehensive income or profit or loss are also recognized in other
comprehensive income or profit or loss, respectively).
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying
amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign
operation and translated at the spot rate of exchange at the reporting date.
b) Group companies
The functional currency of the overseas subsidiaries is the currency of the country in which these subsidiaries
are located and operate. As at the reporting date, the assets and liabilities of these overseas subsidiaries are
translated into the presentation currency of INTRALOT S.A. at the rate of exchange ruling at the reporting
date and, their statements of comprehensive income are translated at the weighted average exchange rates
for the year. The resulting exchange differences arising on the retranslation are taken directly to a separate
component of Other Comprehensive Income. On disposal of a foreign entity, the deferred cumulative amount
recognized in Other Comprehensive Income relating to that particular foreign operation shall be transferred
to the income statement.
2.1.8 Tangible assets
Tangible assets are stated at cost less accumulated depreciation and any impairment in value. Such cost
includes the cost of replacing the tangible assets and borrowing costs for long-term construction assets if the
recognition criteria are met.
Depreciation is calculated on a straight-line basis over the useful life of the asset as follows:
•
Buildings (owned)
20 to 30 years
•
Installations on third party property
Over the duration of the lease but not less
than 5% per annum
•
Installations and Equipment
5 to 15 years
•
Machinery and Equipment
4 to 10 years
•
Computer Hardware
20% to 30% per annum
•
Transportation Equipment-Motor vehicles
7 years or 15% per annum
•
Transportation Equipment-Trucks etc...
5 years or 20% per annum
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits
are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the
asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is
included in the income statement in the year the item is derecognized. The assets’ residual values and useful
lives are reviewed at each financial year end, and adjusted prospectively, if appropriate.
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As regards hardware and software leased under operating lease, these assets, in the group statement of
financial position are disclosed in acquisition cost values and are depreciated using the straight-line method
and according to the lower period between the useful life and the contract life, taking also into account their
residual value at the end of the relative contract life as well as the collecting cost. In case of the respective
contract’s renewal the assets’ remaining net book value is depreciated according to the renewed contract life.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in
circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the
carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written
down to their recoverable amount. The recoverable amount is the greater of fair value less costs of disposal
and value in use. In assessing value in use, the estimated future cash flows are discounted to their present
value using an after-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions
are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These
calculations are corroborated by valuation multiples, quoted share prices for public traded companies or other
available fair value indicators. For an asset that does not generate largely independent cash inflows, the
recoverable amount is determined for the cash-generating unit to which the asset belongs. Impairment losses
are recognized in the income statement.
2.1.9 Borrowing costs
Since January 1, 2009, borrowing costs directly attributable to the acquisition, construction or production of
an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are
capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period
they occur. Borrowing costs consist of interest and other costs that the Group incurs in connection with the
borrowing of funds.
2.1.10 Investment properties
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial
recognition, investment properties are stated at historical cost less provisions for depreciation and impairment.
Investment properties are derecognized either when they have been disposed of or when they are permanently
withdrawn from use and no future economic benefit is expected from their disposal. The difference between
the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period of
derecognition. Transfers are made to (or from) investment property only when there is a change in use. For
a transfer from investment property to owner-occupied property, the deemed cost for subsequent accounting
is the carrying amount at the date of change in use. If owner-occupied property becomes an investment
property, the Group accounts for such property in accordance with the policy stated under tangible assets up
to the date of change in use.
2.1.11 Intangible assets
Intangible assets acquired individually, are capitalized at cost and those acquired through a business
combination at fair values at the acquisition date. After initial recognition, intangibles are valued at cost less
accumulated amortization and any impairment in value. Useful lives of these intangibles are assessed to be
either finite or indefinite. Intangibles with finite useful lives are amortized as follows:
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•
Software platforms
•
Central operating software
•
Central Network software
•
Licenses
•
Rights
Over the duration of the
longest contract
•
Other software
3 to 5 years
Central operating systems used for several projects are amortized over their expected useful life, up to 20
years. The expected useful life is determined by reference to the longest duration of the relevant contracts
and the Intralot Group’s renewal track record in respect of such contract. Software that does not fall within
the scope of particular contracts, is amortized at the expected useful life.
Amortization of finite life intangibles is recognized as an expense in the income statement apportioned to the
related cost centers. Intangible assets with indefinite useful life are not amortized, but are tested for
impairment annually, either individually or at the cash generating unit level.
Intangibles, except development costs, internally generated are not capitalized and the costs are included in
the income statement in the year they are incurred.
The carrying values of intangible assets are reviewed for impairment when events or changes in circumstances
indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values
exceed the estimated recoverable amount, the intangible assets or cash-generating units are written down to
their recoverable amount. The recoverable amount is the greater of fair value less costs of disposal and value
in use. In assessing value in use, the estimated future cash flows are discounted to their present value using
an after-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the intangible asset. In determining fair value less costs of disposal, recent market transactions are
taken into account. If no such transactions can be identified, an appropriate valuation model is used. These
calculations are corroborated by valuation multiples, quoted share prices for public traded companies or other
available fair value indicators. For an intangible asset that does not generate largely independent cash inflows,
the recoverable amount is determined for the cash-generating unit to which the intangible asset belongs.
Impairment losses are recognized in the income statement.
Useful lives are also assessed annually and any revisions do not have retrospective application.
Gains or losses arising from derecognition of an intangible asset (that are measured as the difference between
the net disposal proceeds and the carrying amount of the asset) are recognized in the income statement when
the asset is derecognized.
Research and Development Costs
Research costs are expensed as incurred. Development expenditure incurred by individual project is capitalized
if, and only if, the Group can demonstrate all of the following:
(a) the technical feasibility of completing the intangible asset so that it will be available for use or sale
(b) its intention to complete the intangible asset and use or sell it
(c) its ability to use or sell the intangible asset
(d) how the intangible asset will generate probable future economic benefits
(e) the availability of adequate technical, financial and other resources to complete the development and to
use or sell the intangible asset
(f) its ability to measure reliably the expenditure attributable to the intangible asset during its development.
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Following the initial recognition of the development expenditure, the cost model is applied requiring the asset
to be carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of
the capitalized development expenditure begins when development is complete and the asset is available for
use. Any expenditure capitalized is amortized over the period of expected future sales from the related project.
The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use,
or more frequently when an indicator of impairment arises during the reporting year indicates that the carrying
value may not be recoverable.
2.1.12
Financial instruments
2.1.12.I Financial assets
(a) Recognition and measurement of financial assets
The Group recognizes a financial asset in its statement of financial position when, and only when, it becomes
a party to the contractual provisions of the instrument. The Group initially recognizes trade and other
receivables on the date of transaction. At initial recognition, under IFRS 9, all financial assets, except for
certain trade receivables, are recognized initially at their fair value plus transaction costs (except financial
assets measured at Fair Value through Profit or Loss, where transaction costs are expensed).
(b) Classification of non-derivative financial assets
i) Debt financial instruments
Debt financial instruments within the scope of IFRS 9 are classified according to: (i) the Group’s business
model for managing the assets, and (ii) whether the instruments’ contractual cash flows on specified dates
represent “solely payments of principal and interest” on the principal amount outstanding (the “SPPI
criterion”), in the below three categories:
• Debt instruments at amortized cost,
• Debt instruments at Fair Value through Other Comprehensive Income (“FVOCI”), and
•
Debt instruments at Fair Value through Profit or Loss (“FVPL”).
The subsequent measurement of debt financial instruments depends on their classification as follows:
Debt instruments at amortized cost:
Include financial assets that are held within a business model with the objective to hold the financial assets in
order to collect contractual cash flows that meet the SPPI criterion. After initial measurement these debt
instruments are measured at amortized cost using the effective interest method. Gains or losses arising from
derecognition and impairment recognized in the income statement as finance costs or income, as well as the
EIR income through the amortization process. This category includes Group’s “Trade and other short-term
receivables”, “Other long-term receivables” and Bonds that meet the above criteria and included in “Other
financial assets”.
Debt instruments at FVOCI:
Include financial assets that are held within a business model with the objective both to collect contractual
cash flows and to sell the financial assets, and meet the SPPI criterion. After initial measurement these debt
instruments are measured at fair value with unrealized gains or losses recognized as other comprehensive
income in revaluation reserve. When the assets are sold, derecognized or impaired the cumulative gains or
losses are transferred from the relative reserve to the income statement of the period. Interest income
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calculated using the effective interest method, foreign exchange gains or losses and impairment are recognized
in income statement.
Debt instruments at FVPL:
Include financial assets that are not classified to the two above categories because cash flow characteristics
fail the SPPI criterion or are not held within a business model whose objective is either to collect contractual
cash flows, or to both collect contractual cash flows and sell. After initial measurement these debt instruments
are measured at fair value with unrealized gains or losses, including any interest income, recognized in income
statement as financial income or expenses respectively.
ii) Equity financial instruments
Equity financial instruments within the scope of IFRS 9 are classified according to the Group’s intention to hold
or not for the foreseeable future and its election at initial recognition to classify at FVOCI or not, in the below
two categories:
• Equity instruments at FVOCI, and
• Equity instruments at FVPL.
The subsequent measurement of equity financial instruments depends on their classification as follows:
Equity instruments at FVOCI:
Include financial assets, which the Group intends to hold for the foreseeable future (“Not held for sale”) and
which the Group has irrevocably elected at initial recognition to classify at FVOCI. This election is made on an
investment-by-investment basis. After initial measurement these financial assets are measured at fair value
with unrealized gains or losses recognized as other comprehensive income in revaluation reserve. When the
assets are sold or derecognized the cumulative gains or losses are transferred from the relative reserve to
retained earnings (no recycling to income statement of the period). Equity instruments at FVOCI are not
subject to an impairment assessment under IFRS 9. Dividends are recognized as “finance income” in income
statement, unless the dividend clearly represents a recovery part of the cost of the investment.
Equity instruments at FVPL:
Include financial assets, which the Group has not irrevocably elected at initial recognition to classify at FVOCI.
After initial measurement these equity instruments are measured at fair value with unrealized gains or losses,
including any interest or dividend income, recognized in income statement as financial income or expenses
respectively.
(c) Derecognition of financial assets
The Group ceases recognizing a financial asset when and only when:
•
the contractual rights to the cash flows from the financial asset expire or
•
the Group has transferred its contractual right to receive cash flows from an asset, or retains this right
to receive cash flows from an asset but has assumed a contractual obligation to pay the cash flows to a
third or more parties, or has transferred substantially all risks and rewards of the asset, or has neither
transferred nor retained substantially all the risks and rewards of the asset but has transferred the control
of the asset.
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When the Group has transferred its rights to receive cash flows from an asset or has assumed a contractual
obligation to pay the cash flows to a third or more parties, but in parallel has neither transferred nor retained
substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized
to the extent of the Group’s continuing involvement in the asset.
When the Group’s continuing involvement takes the form of a guarantee over the transferred asset, the extent
of continuing involvement is measured at the lower of the carrying amount of the asset and the maximum
amount of consideration that the Group could be required to repay (“the guarantee amount”). When the
entity’s continuing involvement takes the form of a written or purchased option (or both) on the transferred
asset (including cash-settled options), the extent of the entity’s continuing involvement is the amount of the
transferred asset that the Group may repurchase. However, in case of a written put option on an asset that is
measured at fair value, the extent of the continuing involvement is limited to the lower of the fair value of the
transferred asset and the option exercise.
(d) Impairment of financial assets
IFRS 9 requires the Group to recognize loss allowance for Expected Credit Losses (“ECLs”) on:
•
Debt instruments at amortized cost,
•
Debt instruments at FVOCI, and
•
Contract assets (as defined in IFRS 15).
ECLs are a probability-weighted estimate of credit losses and are based on the difference between the
contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to
receive. The shortfall is then discounted at an approximation to the asset’s original effective rate.
Under IFRS 9, loss allowances will be measured on either of the following bases:
-
12-month ECLs: these are ECLs that result from possible default events within the 12 months after the
reporting date; and
-
Lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a
financial instrument.
Τ
he Group applies the general model for recognizing expected credit losses rather than the simplified approach
based on the relevant exemption provided by IFRS 9 due to the wide dispersion of its activities both
geographically and due to the nature of the activities and the different characteristics of the counterparties
(from small local gambling agencies to large state lotteries and other gambling organizations).
This model follows a three-step approach to credit risk grading:
Stage 1: Performing financial assets without credit risk deterioration:
This stage includes financial assets whose credit risk has not deteriorated significantly since initial recognition
or which have a low credit risk at the reporting date. Expected credit losses are calculated and recognized for
the period of the next 12 months.
Stage 2: Performing financial assets with credit risk deterioration:
This stage includes financial assets whose credit risk has deteriorated significantly since initial recognition
(unless they have a low credit risk at the reporting date) but there is no objective evidence of impairment.
Expected credit losses are calculated and recognized for the full life of the financial asset.
Stage 3: Non-performing financial assets:
This stage includes financial assets for which there is objective evidence of impairment at the reporting date.
Expected credit losses are calculated and recognized for the full life of the financial asset.
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For “Trade and other short term receivables”, “Other long term receivables” and “Contract assets” (as defined
in IFRS 15), the Group calculates the ECLs according to the stage of each of them, examining them on a
standalone basis.
For other debt financial assets (i.e. debt instruments at FVOCI) that are determined to have low credit risk,
ECL is based on 12-months ECL approach. However, when there has been a significant increase in credit risk
since initial recognition, the allowance will be based on the lifetime ECL approach.
A key factor in recognizing expected credit losses over the life of a financial asset or over the next twelve
months, is the credit risk significant deterioration after initial recognition or not, compared to the
corresponding credit risk at the initial recognition of the financial asset.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition
and when estimating ECL, the Group considers reasonable and supportable information that is relevant and
available without undue cost or effort. This includes both quantitative and qualitative information and analysis,
based on the Group’s historical experience and informed credit assessment and including forward-looking
information. IFRS 9 makes a presumption that the credit risk on a financial asset has increased significantly
since initial recognition when contractual payments are more than 30 days past due. However, this
presumption can be rebut if there are reasonable and supportable information that is available without undue
cost or effort, that demonstrates that the credit risk has not increased significantly since initial recognition
even though the contractual payments are more than 30 days due.
The Group considers a financial asset to be in default when the borrower/debtor is unlikely to pay its credit
obligations to the Group in full, without recourse by the Group to actions such as realizing security, collateral,
mortgage, etc. Objective presumption for a credit-impaired financial asset, is the delay in collection over the
days set as a threshold for each of them (examining them on standalone basis). The range of days that have
been set as a threshold for the Group ranges between 30 and 210.
The maximum period considered when estimating ECLs is the maximum contractual period over which the
Group is exposed to credit risk.
The three components of the calculation model of ECLs are as follows:
•
Exposure at default ("EAD"): which represents the amount of the Group's exposure at the reporting
date.
•
Probability of default ("PD"): an estimate of the probability of default based on historical data,
assumptions and future estimates. The probability arises for each of the counterparties initially
calculating the DSOs (Days Sales Outstanding), which are then compared to the threshold set for that
counterparty to determine whether it is at default or not, and then weighted on the basis of its value
weight and exponential time factors.
•
Loss given default (“LGD”): which represents the estimate of the loss that will occur on the default
date. For the calculation of the loss due to default, any collaterals/securities held by the Group are
taken into account.
The Group's held collaterals/securities for trade receivables at the reporting date relate to cash, as well as to
mortgages on property.
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At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt
securities at FVOCI are credit impaired. A financial asset is “credit impaired” when one or more events that
have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence
that a financial asset is credit impaired includes the following observable data about the following events:
–
significant financial difficulty of the borrower or issuer;
–
a breach of contract, such as a default or past due event;
–
the lender, for economic or contractual reasons relating to the borrower’s financial difficulty, having
granted to the borrower a concession that the lender would not otherwise consider;
–
it is becoming probable that the borrower will enter bankruptcy or other financial reorganization;
–
the disappearance of an active market for a financial asset because of financial difficulties; and
–
the purchase or origination of a financial asset at a deep discount that reflects the incurred credit
losses.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount
of the assets. For debt instrument at FVOCI, the loss allowance is charged to profit or loss and is recognized
in Other Comprehensive Income.
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there
is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does
not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject
to the write off. However, financial assets that are written off could still be subject to enforcement activities
in order to comply with the Group’s procedures for recovery of amounts due.
2.1.12.II Non-derivative financial liabilities
Financial liabilities include trade and other liabilities, bank overdrafts, loans and borrowings, as well as financial
guarantee contracts.
(a) Recognition and measurement of financial liabilities
The Group recognizes a financial liability in its statement of financial position when, and only when, it becomes
a party to the contractual provisions of the instrument. At initial recognition, financial liabilities are recognized
at fair value and in case of loans and borrowings, less directly attributable transaction costs.
(b) Classification of non-derivative financial liabilities
After the initial measurement, the financial liabilities are measured as follows:
Financial liabilities measured at amortized cost:
All interest-bearing loans and borrowings are initially measured at fair value less transaction cost directly
attributable to the issuance of the financial liability. Subsequently are measured at amortized cost using the
effective interest method. Amortized cost is calculated by taking into account any issue costs, and any discount
or premium on settlement. Gains and losses are recognized in the income statement when the liabilities are
derecognized or impaired, as well as through the amortization process.
Financial liabilities at fair value through profit or loss:
Include financial liabilities held for trading, that are acquired or incurred principally for the purpose of selling
or repurchasing it in the near term, are part of a portfolio of identified financial instruments that are managed
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together and for which there is evidence of a recent actual pattern of short-term profit-taking. Such liabilities
are measured at fair value and gains or losses from the measurement at fair value are recognized in the
income statement.
Financial guarantee contracts:
Include contracts that require the issuer to make specified payments to reimburse the holder for a loss it
incurs because a specified debtor fails to make payment when due in accordance with the original or modified
terms of a debt instrument. These contracts are recognized initially as a liability at fair value, adjusted for
transaction costs that are directly attributable to the issuance of the guarantee. Subsequently are measured
at the higher of the amount determined in accordance with IAS 37 and the amount initially recognized less,
when appropriate, cumulative amortization recognized in accordance with IFRS 15.
(c) Derecognition of financial liabilities
Financial liabilities are derecognized when the obligation is cancelled, extinguished or not exists anymore. In
the case that an existing liability is replaced by another from the same borrower but under substantially
different terms, or in case that there are substantial changes in terms of an existing liability, then the initial
financial liability is derecognized and a new liability recognized, and the resulting difference between balances
is recognized in the income statement.
2.1.12.III Offsetting of financial instruments
The financial instruments are offset when the Group, according to law, has this legal right and there is an
intention to settle them on a net basis (among them) or to realize the asset and settle the liability
simultaneously.
2.1.12.IV Derivative financial instruments and hedge accounting
The Group uses derivative financial instruments such as forward currency contracts, interest rate swaps,
currency swaps and other derivatives in order to hedge risks related to interest rates and foreign currency
fluctuations.
Such derivative financial instruments are measured at fair value at each reporting date. Derivatives are carried
as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.
The fair value of these derivatives is mainly measured by reference of the market value and is verified by the
financial institutions.
For the purpose of hedge accounting, derivative financial instruments are classified as:
•
fair value hedge
:
hedging the exposure to changes in the fair value of a recognized asset or liability
or an unrecognized firm commitment
•
cash flow hedge
:
hedging the exposure to variability in cash flows that is either attributable to
particular risk associated with a recognized asset or liability (such as all or some future interest
payments on variable rate debt) or a highly probable forecast transaction
•
hedge of a net investment in a foreign operation.
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship
to which the Group wishes to apply hedge accounting and the risk management objective and strategy for
undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item
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or transaction, the nature of the risk being hedged and how the entity will assess the effectiveness of changes
in the hedging instrument’s fair value in offsetting the exposure to changes in the hedged item’s fair value or
cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving
offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they
actually have been highly effective throughout the financial reporting periods for which they were designated.
Hedge accounting:
Fair value hedge
:
Gains or losses from subsequent measurement of the hedging instrument at fair value are recognized in the
income statement as finance income/expenses (or other comprehensive income, if the hedging instrument
hedges an equity instrument for which the Group has elected to present changes in FVOCI).
Cash flow hedge:
The effective portion of the gain or loss on the hedging instrument is recognized directly as other
comprehensive income in the cash flow hedge reserve, while any ineffective portion is recognized immediately
in the income statement as finance income/expenses.
Amounts recognized as other comprehensive income are transferred to the income statement in the same
period or periods during which the asset acquired or liability assumed affects profit or loss (such as in the
periods when the hedged financial income or financial expense is recognized or when a forecast sale occurs).
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is
terminated or is exercised, then hedge accounting is discontinued prospectively. When hedge accounting for
cash flow hedges is discontinued, the amount that has been accumulated in the hedging reserve and the cost
of hedging reserve remains in equity until, for a hedge of a transaction resulting in recognition of a non-
financial item, it is included in the non-financial item’s cost on its initial recognition or, for other cash flow
hedges, it is reclassified to income statement in the same period or periods as the hedged expected future
cash flows affect income statement.
If the forecast transaction or firm commitment is no longer expected to occur, the cumulative gain or loss
previously recognized in other comprehensive income are transferred to the income statement.
Hedge of a net investment in a foreign operation:
Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted
for as part of the net investment, are accounted for in a way similar to cash flow hedges. Gains or losses on
the hedging instrument relating to the effective portion of the hedge are recognized as other comprehensive
income while any gains or losses relating to the ineffective portion are recognized in the income statement.
On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in other
comprehensive income is transferred to the income statement.
2.1.12.V Fair value of financial instruments
For investments that are actively traded in organized markets, fair values are determined in relation to the
closing traded values at the reporting date. For investments where there is no quoted market price, fair value
is determined by reference to the current market value of another item substantially similar, or is estimated
based on the expected cash flows of the underlying net asset that consists the base of the investment or on
acquisition cost.
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2.1.13 Inventories
Inventories are valued at the lower of cost and net realizable value. Cost is determined using the weighted
average method. Net realizable value is the estimated selling price in the ordinary course of business of the
Group, less the estimated costs necessary to make the sale. Provisions for impairment of the inventories value
are recorded when it is needed and recognized in the income statement.
2.1.14 Trade and other short-term receivables
Trade receivables are recognized and carried at original invoice amount less an allowance for
doubtful
provisions, that are estimated according to IFRS 9.
When the inflow of cash or cash equivalents arising from goods sale or services rendering is deferred, the fair
value of the consideration may be less than the nominal amount of cash received or receivable. When the
arrangement effectively constitutes a finance transaction, the fair value of the consideration is determined by
discounting all future receipts using the prevailing interest rate for a similar instrument of an issuer with a
similar credit rating. The difference between the fair value and the nominal amount of the consideration is
recognized as interest revenue in the future periods, in accordance with IFRS 9.
2.1.15 Cash and Cash Equivalents
Cash and cash equivalents in the statement of financial position include cash at bank, short-term deposits and
cash in hand along with other high liquidity investments that are subject to an insignificant risk of changes in
value and have an original maturity of three months or less.
Bank overdrafts are included in the short-term bank loans in the statement of financial position. Also, cheques
payables that have not been paid at the reporting date are included in short-term liabilities.
For cash flow statement purposes, cash and cash equivalents include what is defined above, without the
netting of outstanding bank overdrafts.
2.1.16 Long Term Liabilities
All long-term liabilities are initially recognized at cost. Following initial recognition, liabilities that are
denominated in foreign currency are valued at the closing exchange rate of each reporting date. Any interest
expenses are recognized on an accruals basis.
2.1.17 Provisions and Contingent Liabilities
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some
or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is
recognized as a separate asset but only when the reimbursement is virtually certain the expense relating to
any provision is presented in the income statement net of any reimbursement. Provisions are re-examined at
the reporting date and are adjusted so as to represent the present value of the expense that will be needed
to settle the liability. If the effect of the time value of money is material, provisions are determined by
discounting the expected future cash flows at an after-tax rate that reflects current market assessments of
the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used,
the increase in the provision due to the passage of time is recognized as a borrowing cost.
Contingent liabilities are not recognized in the financial statements but are disclosed, except if the probability
of a potential outflow of funds embodying economic benefits is remote. Contingent assets are not recognized
but are disclosed when the probability of a cash inflow is probable.
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Provisions are recognized on each financial statements date (and interim) based on the best and reliable
estimate for potential excess of cost (payments to winners) in games with predetermined odds, as this is
provided by the contracts between the company and the clients. The provision amount arising from this
calculation is recognized and booked as an expense.
2.1.18 Leases
Entity of the Group as lessee:
Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying
asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and
impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets
includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at
or before the commencement date less any lease incentives received. Unless the Group is reasonably certain
to obtain ownership of the leased asset at the end of the lease term, the recognized right-of-use assets are
depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-
use assets are subject to impairment.
Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value
of lease payments to be made over the lease term. The lease payments include fixed payments (including in-
substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an
index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also
include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments
of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate.
The variable lease payments that do not depend on an index or a rate are recognized as expense in the period
on which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease
commencement date if the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced
for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in
the assessment to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that
have a lease term of 12 months or less from the commencement date and do not contain a purchase option).
It also applies the lease of low-value assets recognition exemption to leases that are considered of low value
(i.e., below USD5.000). Lease payments on short-term leases and leases of low-value assets are recognized
as expense on a straight-line basis over the lease term.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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Entity of the Group as Lessor:
In cases of hardware and software leasing through operating lease, these assets are included in the Group’s
tangible assets. The lease income that occurs is recognized on a straight-line basis through the contract period.
When fixed assets are leased through financial leasing, the present value of the lease is recognized as a
receivable. The difference between the gross amount of the receivable and its present value is registered as
a deferred financial income. The income from the lease is recognized in the period’s income statement during
the lease using the net investment method, which represents a constant periodic return.
2.1.19 Share capital – Treasury shares
Share capital includes common and preference shares without voting right, which have been issued and being
traded. Share premium reserve includes the excess of the shares par value received consideration. Any costs
directly attributable to the issue of new shares are shown as a deduction in share premium reserve.
Treasury shares represent shares of the parent company held by the Group. Treasury shares are stated at cost
and are deducted from Equity. Upon acquisition, disposal, issuance or cancellation of treasury shares, no gain or
loss is recognized in the income statement. The consideration given or received and the related gains or losses
from the settlement are recognized directly in Equity.
2.1.20 Share Based Payments
IFRS 2 “Share-based Payment” requires an expense to be recognized where the Group buys goods and services
in exchange for shares (“equity-settled transactions”) or rights over shares (stock options), or in exchange for
other assets equivalent in value to a given number of shares or rights over shares (“cash-settled
transactions”).
The Group provides stock options to executives and employees. The fair value of the executives and
employees, who receive these stock options, is recognized according to IFRS 2 as expenditure in the income
statement, with a respective increase of equity, during the period that these services are received and the
options provided. The estimation of the total amount of the stock options expenditure during the vesting period
is based on the provided stock options fair value at the grant date. The stock options fair value is measured
using the proper valuation model depending on the terms of each program, taking into account the proper
data such as volatility, discounting factor and dividend yield. Detailed information about the relative stock
option programs of the Company included in note
2.27
.
Any outstanding stock options during the reporting period are taken into account for the calculation of the diluted
earnings per share.
2.1.21 Staff Retirement Indemnities
Staff retirement indemnities are measured at the present value of the defined benefit obligations at the
reporting date, through the recognition of the employees’ right to benefits based on years of service over their
expected working life. The above liabilities are calculated using financial and actuarial assumptions and are
determined based on an actuarial valuation method (Projected Unit Credit Method). The net pension costs for
the period are included in the accompanying statement of comprehensive income and consists of the present
value of the benefits earned during the year, interest cost on the benefit liability, past service cost and any
other additional pension costs that are recognized within staff costs in income statement, and the actuarial
gains or losses that are fully recognized when they occur, in other comprehensive income without future
reclassification in income statement. Total past service costs are recognized in income statement at the earlier
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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of when the amendment occurs or when the Group recognizes the related restructuring or termination costs.
The Company’s pension benefit schemes are not funded.
During 2021, Group changed its accounting policy after International’s Financial Reporting Interpretations
Committee ("the Committee") issued the final agenda decision under the title "Attributing Benefits to Periods
of Service" (IAS 19), which includes explanatory material regarding the way of distribution of benefits in
periods of service following a specific defined benefit plan proportionate to that defined in Article 8 of Law
3198/1955 regarding provision of compensation due to retirement (the "Labor Law Defined Benefit Plan"). In
particular, the aforementioned final decision of the Committee's agenda provides explanatory information on
the application of the basic principles and regulations of IAS 19 in respect of the distribution of benefits in
periods of service similar to that of the Labor Law Defined Benefit Plan. This explanatory information
differentiates the way in which the basic principles and regulations of IAS 19 have been applied in Greece in
the previous years.
The implementation of this final decision results in the distribution of benefits for the last
16 years until the date of retirement of employees in accordance with the applicable legal framework. Based
on the above, the Company applied on 31/12/2021 the new accounting policy with retroactive application in
accordance with the provisions of IAS 8.
2.1.22 State Insurance Programs
The Company employees are covered by the main State Insurance Organization for the private sector (EFKA)
that provides pension and medical benefits.
Each employee is obliged to contribute a percentage of the monthly salary to EFKA while part of the total
contribution is covered by the Company. On retirement, EFKA is responsible for the payment of pensions to
employees. Consequently, the Company does not have any legal or constructive obligation for the payment
of future benefits based on this scheme.
2.1.23 Revenue recognition
Revenues are recognized in the period they are realized and the related amounts can be reliably measured.
Revenues are measured at their fair value of the consideration received excluding discounts, consideration
(bonus, marketing incentives, etc.) payable to customers, sales tax and duties. The following specific recognition
criteria must also be met before revenue is recognized:
•
Hardware and Software:
This category includes the supply of hardware and software (gaming
machines, central computer systems, gaming software, communication systems etc.) to Lotteries so
that they can operate their on-line games. Revenue is recognized by the Company either (a) as a direct
sale of hardware and software, or (b) as operating lease, or (c) as finance lease for a predetermined
time period according to the contract with the customer.
In the first (a) case, the income from the sales of hardware and software (in a determined value) is
recognized when the significant risks and rewards arising from the ownership are transferred to the
buyer.
In the second (b) case that consists income from operating lease, is defined per case either on straight-
line basis over the lease term or as a percentage on the Lottery Organization’s gross turnover received
by the player-customer (in this case income recognition occurs the moment that the player-customer
places the related consideration in order to participate in a game).
In the third (c) case that consists income from finance lease, it is defined using the net investment
method (the difference between the gross amount of the receivable and its present value is registered
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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as a deferred financial income). This method represents a constant periodic return, recognizing the
revenue from the finance lease in the period’s income statement during the lease term.
•
Installation, (technical) support and maintenance services:
This category includes the rendering
of installation, technical support and maintenance services to Lotteries so that they can operate their
on-line games. These services are sold either bundled (multi-element arrangements) together with the
sale of technology products (hardware and software) to customers, or on their own in separate
contracts with the customers. The Group accounts for the sales technology products (hardware and
software) and installation, technical support and maintenance services as separate deliverables of
bundled sales and allocates consideration between these deliverables using the relative fair value
approach. Revenue recognition related to support services occurs by reference to the stage of
completion of the transaction, at the reporting date.
•
Game management:
The Group undertakes the provision of value-added services, such as the design,
organization and/ or management of games, advertising and sales promotion, establishment of sales
network, risk management (for fixed odds games) etc. to organizations internationally. Group revenues
mainly consist of a percentage of the turnover of the games to which the above services are provided,
the size of which is contractually determined based on the market size, the type of services rendered,
the duration of the contract and other parameters. Revenue recognition occurs the moment that the
player-customer pays the related consideration in order to participate in a game and equals to an amount
calculated as a percentage on the total amount received by the lottery games organization from the
player-customer, excluding consideration (bonus, marketing incentives, etc.) payable to customer or to
customers of Group’s customer, when the Group operates as an agent.
•
Game operation
:
In this category, the Group has the full game operating license in a country. In the
case of operating the game each Group company undertakes the overall organization of the games
provided (installation of information systems, advertising and promotion, establishment of sales
network, receipt of the payments from players, payment of winnings to players, etc.
Revenue
recognition in this category occurs the time that the relevant events or draws are taking place and is
valued as the total amount received from the player-customer in order to participate in a game,
excluding consideration (bonus, marketing incentives, etc.) payable to customer.
Especially in the case of VLT revenue measured as the “net drop” (total price minus winnings/payout)
received from the player-customer.
•
Interest income:
Interest income is recognized in the income statement using the effective interest
rate method.
•
Dividends:
Dividend income is recognized in the income statement when the Group’s right to receive
the payment is established.
•
Rental income:
Rental income arising from operating leases on is accounted for on a straight-line
basis during the lease term.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
155
2.1.24 Taxes
Income tax
Current and deferred income taxes are calculated based on the financial statements of each entity included in
the consolidated financial statements, based on the Greek tax laws or other tax frameworks within which the
foreign subsidiaries operate. Income tax is calculated based on the profit of each entity as adjusted on their
tax returns, for additional taxes arising from audits performed by the tax authorities and deferred taxes based
on enacted or substantially enacted tax rates. In some foreign countries, a tax is calculated according to a
simplified framework, sometimes referred to as a "simplified tax" which essentially replaces income tax to
avoid the complex calculations required. The Group classifies the charge for the simplified tax in the Income
Statement on the "Taxes" line.
Deferred income tax is provided, using the liability method, on all temporary differences at the reporting date
between the tax base of assets and liabilities and their carrying amount.
Deferred income tax liabilities are recognized for all taxable temporary differences except:
•
If the deferred income tax liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; and
•
In respect of taxable temporary differences associated with investment in subsidiaries, associates and
interests in joint ventures, except where the timing of the reversal of the temporary differences can be
controlled and it is probable that the temporary differences will not be reversed in the foreseeable future.
Deferred income tax assets are recognized for all deductible temporary differences and carry-forward unused
tax losses, to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences, or the unused tax losses can be utilized except if:
•
the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss; and,
•
in respect of deductible temporary differences associated with investment in subsidiaries, associates and
interests in joint ventures, deferred tax assets are only recognized to the extent that it is probable that
the temporary differences will reverse in the foreseeable future and taxable profit will be available against
which the temporary differences can be utilized.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred income tax asset to be utilized.
Deferred income tax assets and liabilities are measured at the tax rates that apply at the year when the asset
is expected to be realized or the liability is settled, based on tax rates that have been enacted or substantively
enacted at the reporting date.
Deferred income tax is not measured by the Group as regards the undistributed profits of subsidiaries,
branches, associates and joint ventures due to the elimination of intercompany profits, from relevant
transactions, as they are considered insignificant.
Income tax relating to items recognized directly in Other Comprehensive Income is recognized in Other
Comprehensive Income and not in the income statement.
Sales tax
Revenues, expenses and assets are recognized net of the amount of sales tax except:
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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156
•
Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation
authority, in which case the sales tax is recognized as part of the cost of acquisition of the asset or as part
of the expense item as applicable and
•
Receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, is included as part of receivables or payables in
the statement of financial position.
2.1.25 Government grants
Government grants are recognized where there is reasonable assurance that the grant will be received and all
attached conditions will be complied with.
When the grant relates to an expense item, it is presented in the statement of financial position as deferred
income and is recognized as deduction in the relative expenses on a systematic basis over the periods that
the related costs, for which it is intended to compensate, are expensed.
When the grant relates to an asset, it is presented in the statement of financial position as deferred income
and is recognized as income in the profit or loss on a systematic basis over the expected useful life of the
related asset.
2.1.26 Earnings per share
The basic earnings per share (EPS) are calculated by dividing net profit by the weighted average number of
ordinary shares outstanding during each year, taking into account the average number of ordinary shares of the
parent held by the Group as treasury shares.
The diluted earnings per share are calculated by dividing the net profits attributable to the equity holders of the
parent company by the weighted average number of ordinary shares outstanding during the year (adjusted for
the effect of the average number of share option rights outstanding during the year).
2.1.27 EBITDA & EBIT
International Financial Reporting Standards (IFRS) do not define the content of the “EBITDA” & “EBIT”. The
Group taking into account the nature of its activities, defines “EBITDA” as “Operating Profit/(Loss) before tax”
adjusted for the figures “Profit/(loss) from equity method consolidations”, “Profit/(loss) on net monetary
position”, “Exchange Differences”, “Interest and similar income”, “Interest and similar expenses”,
“Income/(expenses) from participations and investments”, “Write-off and impairment loss of assets”,
“Gain/(loss) from assets disposal”, “Reorganization costs” and “Assets depreciation and amortization”. Also, the
Group defines “EBIT” as “Operating Profit/(Loss) before tax” adjusted for the figures “Profit/(loss) from equity
method consolidations”, “Profit/(loss) on net monetary position”, “Exchange Differences”, “Interest and similar
income”, “Interest and similar expenses”, “Income/(expenses) from participations and investments” ,“Write-off
and impairment loss of assets” and “Gain/(loss) from assets disposal”.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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Reconciliation of operating profit before tax to EBIT and EBITDA
(continuing operations):
GROUP
1/1-31/12/2022
1/1-31/12/2021
Operating profit/(loss) before tax
29.765
37.101
Profit / (loss) to net monetary position
-15.380
-595
Profit / (loss) from equity method consolidations
-256
-213
Exchange Differences
430
1.165
Interest and similar income
-2.194
-47.381
Interest and similar expenses
38.911
60.942
Income/(expenses) from participations and investments
887
-45.112
Gain/(loss) from assets disposal, impairment loss and write-off of assets
-577
16.318
EBIT
51.586
22.225
Depreciation and amortization
70.063
71.046
Reorganization costs
1.223
17.170
EBITDA
122.871
110.440
Reconciliation of operating profit before tax to EBIT and EBITDA
(continuing operations):
COMPANY
1/1-31/12/2022
1/1-31/12/2021
Operating profit/(loss) before tax
-20.930
24.041
Exchange Differences
-1.184
-677
Interest and similar income
-3.726
-5.765
Interest and similar expenses
17.742
23.913
Income/(expenses) from participations and investments
-1.909
-65.089
Gain/(loss) from assets disposal, impairment loss and write-off of assets
-652
8.097
EBIT
-10.658
-15.480
Depreciation and amortization
13.295
13.850
Reorganization costs
0
11.190
Income from recharging reorganization expenses to subsidiaries
0
-10.023
EBITDA
2.637
-464
2.1.28 Significant accounting judgments, estimates and assumptions
The preparation of the consolidated financial statements requires management to make judgements, estimates
and assumptions that affect the amounts of revenues, expenses, assets liabilities and disclosures of contingent
liabilities that included in the financial statements. On an ongoing basis, management evaluates its judgements,
estimates and assumptions that mainly refer to goodwill impairment, allowance for doubtful receivables –
expected credit losses, provision for staff retirement indemnities, provision for impairment of inventories value,
impairment of tangible and intangible assets as well as estimation of their useful lives, recognition of revenue
and expenses, pending legal cases, provision for income tax and recoverability of deferred tax assets. These
judgements, estimates and assumptions are based on historical experience and other factors including
expectations of future events that are considered reasonable under the circumstances.
The key judgements, estimates and assumptions concerning the future and other key sources of uncertainty at
the reporting date of the financial statements and have a significant risk of causing material adjustment to the
carrying amounts of assets and liabilities within the next financial year, are consistent with those applied and
were valid at the reporting date of the annual financial statements
December 31, 2021.
Goodwill, tangible and intangible assets impairment and Investments
Management tests goodwill for impairment annually (as at 31 December) or more frequently if events occur or
changes in circumstances indicate that the carrying value may be reduced in accordance with accounting policy
described in note
2.1.11
.
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The carrying values of tangible and intangible assets and Investments are reassessed for possible need for
impairment whenever events or circumstances indicate that the value reported on may not be recovered in
accordance with the accounting principle described in notes
2.1.8
,
2.1.11
and
2.1.6
.
The recoverable amounts of cash generating units (CGU) have been determined based on “value in use”
calculations using appropriate estimates regarding future cash flows and discount rates. The determination of
value in use is obtained by the present value of estimated future cash flows, as expected to be generated by
each CGU (discounted cash flow method - DCF). The cash flows are derived from the most recent approved by
the administration budgets for the next three years and does not include any estimated future cash inflows or
outflows expected to arise from future restructurings or from improving or enhancing the asset's performance,
which is tested for impairment. The expected cash flow projections beyond the period covered by the most recent
budgets, estimated by extrapolating the projections based on the budgets using a steady or declining growth
rate for subsequent years, which does not exceed the long-term average growth rate for products, industries,
countries in which the Group operates, or for the market in which the asset is used. The Group makes estimates
and beyond the period of three years where has signed revenue contracts beyond three years as well as in cases
where management believes that based on market data and historical renewals track record of the Group, it is
very possible to renew relevant contracts beyond this period. Cash flow projections are based on reasonable and
supportable assumptions that represent management's best estimate of the range of economic conditions that
will exist over the remaining useful life of the asset, giving greater weight to external evidence. Management
assesses the reasonableness of the assumptions on which its current cash flow projections are based by
examining the causes of differences between past cash flow projections and actual cash flows. Management also
ensures that the assumptions on which its current cash flow projections are based are consistent with past actual
outcomes, provided that effects of subsequent events or circumstances, that did not exist when those actual
cash flows were generated, make this appropriate. Further details are provided in note
2.16
.
Income Tax Provision
The companies of the Group are subject to income taxes in numerous jurisdictions. The provision for income
taxes in accordance with IAS 12 "Income Taxes" refers to the amounts expected to be paid to the tax
authorities and includes provision for current income taxes and the provision for any additional taxes that may
arise as a result of the audit of the tax authorities. The provision for income tax of the Group for numerous
transactions require significant subjective judgment, making tax exact calculation uncertain during the
ordinary course of business of the Group. The estimate may differ from the final tax due to future changes in
tax legislation or to unforeseen effects of the final determination of the tax liability for each year from the tax
authorities. Where the final tax resulting from tax audits differ from the amounts that were initially assessed
and recorded, such differences will impact the income tax and deferred tax provisions in the period in which
such determination of tax differences occurred. Further details are provided in notes
2.12
and
2.32.B
.
Deferred Tax Assets
Deferred tax assets and liabilities are recognized on temporary differences between the accounting basis and
the tax basis of assets and liabilities using the tax rates that have been enacted and are expected to apply in
the periods when the differences are expected to be eliminated. Deferred tax assets are recognized for the
deductible temporary differences and tax losses carried forward to the extent that it is probable that there will
be taxable income available to be used against which the deductible temporary differences and the carry
forward of unused tax losses. The Group considers the existence of future taxable income and ongoing follow
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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a conservative tax planning strategies in assessing the recoverability of deferred tax assets. The determination
of future taxable income is made through the systematic process of budgeting, at the parent company level
as well as at the level of subsidiaries, which are mainly based on already signed long-term revenue contracts.
Almost all of the Group's revenue (parent and subsidiaries) derives from long-term contracts signed making
the risk of discrepancies between budgeted and actual revenue as low, something that applies to the costs
that usually are in a proportion relationship with the revenue of the related contracts. In any case there is a
system of monitoring for the verification of these budgets and conducting relevant adjustments, resulting in
the safe keeping of any final discrepancies at low levels. The accounting estimates related to deferred tax
assets requires management to make assumptions about the timing of future events, the probability of
expected future taxable income and available tax planning possibilities. Further details are provided in
2.12.
Allowance for doubtful receivables – expected credit losses
In determining the expected credit losses and the recognition of a relevant doubtful provision, the Group
applies the general model as described in paragraph
2.1.12.I.d
of accounting policies. The information required
to determine whether there is a significant deterioration in credit risk after initial recognition and to determine
the stage to which each financial asset belongs and to calculate the provision for impairment is based on
historical and future data and includes significant estimates. Past experience and estimates for the future may
not lead to conclusions indicative of the actual amount of default when a relevant event will occur. Further
details are provided in notes
2.19
and
2.20
.
Provision for staff retirement indemnities
Liabilities for retirement benefits are calculated using actuarial methods that require management to assess
specific parameters such as discount rates, future growth rates of employee wages, the future rate of employees’
retirement and other factors such as the inflation rate. The Group's management estimates in the best possible
way these parameters on an annual basis, for the relevant actuarial study. Further details are provided in note
2.26
.
Estimation of assets useful life
The Group reassesses at each year end and, when appropriate, prospectively adjusts useful lives of tangible
and intangible assets that were recognized either through acquisition or business combination. These
estimates take into account new data and current market conditions. Further details are provided in
2.1.8
,
2.1.10
,
2.1.11
,
2.14
,
2.15
and
2.16
.
Contingent liabilities
The Group reviews the status of each significant legal case on a periodic basis and assesses the potential risk,
based partly on the view of legal department. If the potential loss from any litigation and legal matters is
considered probable and the amount can be reliably estimated, the Group recognizes a liability for the
estimated loss. In order to determine the probability and whether the risk can be estimated reliably, a
considerable degree of judgment of management is required. When additional information becomes available,
the Group reassesses the potential liability related to pending litigation and legal proceedings, and estimates
for the probability of an unfavorable outcome and an assessment of potential loss may be revised. Such
revisions in the estimates of the potential liability could have a material effect on the financial position and
income statement of the Group. Further details are provided in note
2.32. A
.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
160
Provision for impairment of inventories value
The Group recognizes inventory at the lower of cost and net realizable value. Net realizable value is the
estimated selling price in the ordinary course of business, less estimated selling expenses. Provisions for
impairment of inventories are formed when necessary and recognized in the income statement. Further details
are provided in
2.21
.
Determination of lease term of contracts with renewal options
The Group determines the lease term as the non-cancellable term of the lease, together with any periods
covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by
an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has the option, under some of its leases to lease the assets for additional terms. The Group applies
judgement in evaluating whether it is reasonably certain to exercise the option to renew, considering all
relevant factors that create an economic incentive for it to exercise the renewal. After the commencement
date, the Group reassesses the lease term if there is a significant event or change in circumstances that is
within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in
Group business strategy).
Consolidation of subsidiaries in which the Group holds less than a majority of voting right (de facto
control)
The Group estimates that on 31/12/2022 controls the subsidiary DC09 LLC, even though it holds less than
50% of the voting rights, based on the conditions specified in IFRS 10. Specifically, the Group, based on its
existing rights and the fact that has signed agreements with other shareholders, estimates that has the ability
to direct the activities that significantly affect the returns of this entity, i.e. the “relevant activities”.
Furthermore, holds significant participations/investments, has rights to variable returns from its involvement
with this entity and has the ability to affect the level of these returns. The above conditions of IFRS 10 for the
entity DC09 LLC, in which the Group holds on 31/12/2022 49% of the voting rights, define the framework on
the basis of which this entity is consolidated.
Business combination
Group when acquiring a company performs the necessary estimates in determining the fair value and the useful
life of the acquired tangible and intangible assets. Future events could cause changes in the assumptions used
in determining fair value with a corresponding effect on the results and equity of the Group. Further details are
provided in
2.1.6
.
Going Concern
The Management of the Group evaluates the going concern assumption based on the approved business plans
that cover a period of five years. Following this, it prepares Expected Cash Flows that cover a period of at least
12 months since the financial statements reporting date.
In the present fiscal year, given what is mentioned in note
2.1.1
, the Management of the Group has extended
the evaluation period of going concern in order to cover a period of 16 months since the financial statements
reporting date. The estimates and assumptions used to prepare the business plans and Expected Cash Flows are
based on historical data as well as on various factors that are considered reasonable given the circumstances,
and are reconsidered taking into account current and expected future market conditions. The preparation of
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
161
business plans also includes long-term assumptions for important economic factors that involve a significant use
of Management judgement.
2.2 INFORMATION PER SEGMENT
Intralot Group manages in 39 countries and states an expanded portfolio of contracts and gaming licenses.
The grouping of the Group companies is based on the geographical location in which they are established.
The financial results of the Group are presented in the following operating geographic segments based on
the geographic location of the Group companies:
European Union:
Greece, Malta, Cyprus, Luxembourg, Spain, Nederland, Germany, Croatia and Republic of Ireland.
Other Europe:
United Kingdom.
America:
USA, Peru, Argentina, Chile.
Other Countries:
Australia, New Zealand, South Africa, Turkey, Taiwan and Morocco.
No operating segments have been added.
The following information is based on the internal financial reports provided to the manager responsible for
taking decisions who is the CEO. The performance of the segments is evaluated based on the sales and
profit/(loss) before tax. The Group applies the same accounting policies for the financial results of the above
segments as those of the consolidated financial statements. The transactions between segments are realized
within the natural conditions present in the Group with similar way to that with third parties. The intragroup
transactions are eliminated in group level and are included in the column “Eliminations”.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
162
INFORMATION PER SEGMENT
1/1-31/12/2022
European
Union
Other
Europe
America
Other
Countries
Eliminations
Total
(in million €)
Sales to third parties
88,19
0,00
234,73
69,87
0,00
392,79
Intragroup sales
35,25
0,00
0,36
0,02
-35,63
0,00
Total Sales
123,44
0,00
235,09
69,89
-35,63
392,79
Gross Profit/(loss)
16,20
0,00
70,96
57,37
-16,83
127,70
(Debit)/Credit interest & similar (expenses)/income
-9,26
0,00
-16,14
0,51
-11,83
-36,72
Depreciation/Amortization
-24,19
0,00
-38,51
-11,95
4,58
-70,07
Profit/(loss) consolidated with equity method
-0,01
0,00
0,00
0,27
0,00
0,26
Write-off & impairment of assets
0,44
0,00
-0,01
-0,04
0,00
0,39
Write-off & impairment of investments
-63,90
0,00
0,00
0,00
63,90
0,00
Doubtful provisions, write-off & impairment of receivables
-1,11
0,00
0,19
-0,21
0,30
-0,83
Reversal of doubtful provisions & recovery of written off
receivables
0,01
0,00
0,04
0,15
0,00
0,20
Profit / (loss) to net monetary position
0,00
0,00
-4,05
14,86
4,57
15,38
Profit/(Loss) before tax and continuing operations
-42,92
0,00
25,83
30,12
16,73
29,76
Tax
-1,70
0,00
-7,82
-8,61
7,32
-10,81
Profit/(Loss) after tax from continuing operations
-44,62
0,00
18,01
21,51
24,05
18,95
Profit/(Loss) after tax from discontinued operations
0,00
0,00
0,00
5,57
0,01
5,58
Profit/(Loss) after tax from total operations
-44,62
0,00
18,01
27,08
24,06
24,53
1/1-31/12/2021
European
Union
Other
Europe
America
Other
Countries
Eliminations
Total
(in million €)
Sales to third parties
137,80
0,00
215,09
61,11
0,00
414,00
Intragroup sales
43,29
0,00
0,41
0,07
-43,76
0,01
Total Sales
181,09
0,00
215,50
61,18
-43,76
414,01
Gross Profit/(loss)
12,83
0,00
58,52
45,63
-3,15
113,83
(Debit)/Credit interest & similar (expenses)/income
-33,56
0,00
-7,59
0,05
27,54
-13,56
Depreciation/Amortization
-26,34
0,00
-34,11
-11,33
0,74
-71,04
Profit/(loss) consolidated with equity method
-0,01
0,00
0,00
0,23
0,00
0,22
Write-off & impairment of assets
-11,70
0,00
-0,03
-4,28
-0,12
-16,13
Write-off & impairment of investments
-30,85
0,00
0,00
0,00
30,85
0,00
Doubtful provisions, write-off & impairment of
receivables
-135,22
0,00
-0,55
-1,60
135,34
-2,03
Reversal of doubtful provisions & recovery of
written off receivables
0,13
0,00
0,00
0,32
-0,13
0,32
Profit / (loss) to net monetary position
0,00
0,00
-2,05
0,00
2,64
0,59
Profit/(Loss) before tax and continuing
operations
7,03
0,00
30,50
10,10
-10,54
37,09
Tax
2,96
0,00
-2,51
-4,26
-0,57
-4,38
Profit/(Loss) after tax from continuing
operations
9,99
0,00
27,99
5,84
-11,11
32,71
Profit/(Loss) after tax from discontinued operations
-1,40
0,00
-7,83
0,00
0,00
-9,23
Profit/(Loss) after tax from total operations
8,59
0,00
20,16
5,84
-11,11
23,48
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
163
Sales per business activity
(continuing operations)
(in thousand €)
31/12/2022
31/12/2021
Change
Licensed operations
89.329
133.064
-32,87%
Management contracts
50.530
47.454
6,48%
Technology and support services
252.932
233.480
8,33%
Total
392.791
413.998
-5,12%
The sales of the above business activities are coming from all geographical segments
Sales per business activity
Sales per product type
(continuing operations)
31/12/2022
31/12/2021
Lottery games
63,8%
61,2%
Sports Betting
14,6%
17,2%
IT products & services
9,3%
12,0%
Racing
0,3%
0,5%
Video Lottery Terminals
12,0%
9,1%
Total
100%
100%
Revenue Net of Payout (GGR)
per business activity
(continuing operations)
(in thousand €)
31/12/2022
31/12/2021
Change
Licensed operations
40.462
54.370
-25,58%
Management contracts
50.530
47.454
6,48%
Technology and support services
252.932
233.480
8,33%
Total
343.924
335.304
2,57%
Revenue Net Payout (GGR) per business activity
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
164
2.3 OTHER OPERATING INCOME
(continuing operations)
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Income from rents from third parties
21.124
17.565
130
27
Income from rents from subsidiaries
0
0
77
74
Proceeds from legal disputes
0
295
0
295
Income from recharging reorganization expenses
to subsidiaries
0
0
0
10.023
Income from reversal of doubtful provisions and
proceeds for written off receivables from
subsidiaries
0
0
0
131
Income from reversal of doubtful provisions and
proceeds for written off receivables from third
parties
189
324
0
0
Income from rents from other related parties
3
0
3
0
Income from reversal of doubtful provisions and
proceeds for written off receivables from other
related parties
2
0
2
0
Other income
3.554
3.416
125
122
Other income from other related parties
10
0
10
0
Other income from subsidiaries
0
0
395
958
Total
24.882
21.600
741
11.630
2.4 STAFF COSTS
(continuing operations)
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Salaries
70.669
69.138
14.054
17.445
Social security contributions
9.630
9.728
2.773
3.499
Staff retirement indemnities provision
(note
2.26
)
600
1.596
347
1.417
Other staff costs
13.731
13.843
1.436
1.527
Total
94.631
94.306
18.610
23.887
Salaries & Social security contributions per cost center December 31, 2022
(continuing operations)
Group
Cost of
Sales
Selling
expenses
Administrative
costs
R&D costs
Total
Salaries
44.910
4.721
21.030
8
70.669
Social security contributions
5.859
875
2.891
5
9.630
Staff retir. & other costs
7.775
521
5.863
172
14.331
Total
58.544
6.117
29.784
185
94.631
Company
Cost of
Sales
Selling
expenses
Administrative
costs
R&D costs
Total
Salaries
6.379
2.604
5.063
8
14.054
Social security contributions
1.375
537
857
5
2.774
Staff retir. & other costs
1.018
221
372
172
1.783
Total
8.772
3.362
6.292
185
18.610
Salaries & Social security contributions per cost center December 31, 2021
(continuing operations)
Group
Cost of
Sales
Selling
expenses
Administrative
costs
R&D costs
Total
Salaries
39.661
4.908
24.546
23
69.138
Social security contributions
5.975
877
2.872
4
9.728
Staff retir. & other costs
7.979
739
6.540
181
15.439
Total
53.615
6.524
33.958
208
94.306
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
165
Company
Cost of
Sales
Selling
expenses
Administrative
costs
R&D costs
Total
Salaries
8.934
2.741
5.747
23
17.445
Social security contributions
1.895
568
1.030
4
3.497
Staff retir. & other costs
1.681
402
679
181
2.943
Total
12.510
3.711
7.456
208
23.887
The number of employees of the Group on 31/12/2022 amounted to 1.707 persons (Company/subsidiaries 1.696
and associates 11) and the Company's to 369 persons. Respectively at the end of 2021 fiscal year, the number
of employees of the Group amounted to 1.840 persons (Company/subsidiaries 1.803 and associates 37) and the
Company 427 persons.
2.5 DEPRECIATION AND AMORTIZATION
Depreciation and amortization recognized in the accompanying financial statements are analyzed as follows:
(continuing operations)
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Depreciation of tangible fixed
assets (note
2.14
)
34.911
35.120
5.083
5.358
Depreciation of investment
property (note
2.15
)
59
0
59
0
Amortization of intangible
assets (note
2.16
)
35.094
35.925
8.152
8.492
Total
70.063
71.046
13.295
13.850
Depreciation and amortization per cost center 31/12/2022
(continuing operations)
Cost of Sales
Selling expenses
Administrative costs
R&D costs
Total
Group
54.707
1.886
12.406
1.064
70.063
Company
7.977
1.795
2.460
1.064
13.295
Depreciation and amortization per cost center 31/12/2021
(continuing operations)
Cost of Sales
1
Selling expenses
Administrative costs
1
R&D costs
Total
Group
58.795
2.010
9.132
1.108
71.046
Company
8.310
1.870
2.562
1.108
13.850
1
For comparability purposes there was a reclassification of € 5.608 thousand from “Administrative costs” to the “Cost of Sales”
(note
2.35
).
2.6 EXPENSES BY NATURE
(continuing operations)
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Personnel Costs (note
2.4
)
94.631
94.306
18.610
23.887
Depreciation & amortization (note
2.5
)
70.063
71.046
13.295
13.850
Change in inventories
952
9.644
988
1.367
Winners payout
48.867
78.694
0
0
Game taxes and agent commissions
25.044
31.874
0
0
Consumables
5.462
4.768
0
0
Third party fees-benefits
39.261
34.905
6.738
10.273
Reorganization expenses
1.223
17.170
0
11.190
Other expenses
76.465
67.027
8.405
9.757
Total
361.968
409.434
48.036
70.324
For the year ended December 31, 2022, operating expenses of the Group analyzed above, include fees of statutory
auditors' networks other than statutory audit, amounted to € 167 thousand for the issuance of Tax Compliance
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
166
Certificate in accordance with the provisions of art. 65A of L. 4174/2013 and fees for other assurance services
amounted to € 26 thousand. The corresponding amounts for the Company are € 140 thousand and € 26 thousand.
2.7 INCOME / (EXPENSES) FROM PARTICIPATIONS AND INVESTMENTS
(continuing operations)
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Income from dividends
0
1.988
1.933
4.997
Gain from sale of participations and investments
2
459
43.754
0
66.935
Other income from participations and investments
0
886
0
0
Total income from participations and
investments
459
46.628
1.933
71.932
Loss from sale of participations and investments
-1.346
-1.516
0
-20
Loss from impairment / write-offs of participations
and investments
1
0
0
-24
-6.824
Total expenses from participations and
investments
-1.346
-1.516
-24
-6.844
Net result from participations and
investments
-887
45.112
1.909
65.089
1 The Company as at 31/12/2021 includes a loss of €6.762 thousand from provision of impairment of the Company's investment in the
subsidiary Bilyoner Interactif Hizmelter As a result of the signing of a new fixed-term contract until 2029.
2 The Group 31/12
/2021 includes a profit of €43.027 thousand relating to the exchange of 34,27% of the share capital of Intralot US
Securities B.V. (indirectly parent company of Intralot, Inc.) to holders of existing bonds maturing in 2024, with a nominal value of
€118.240 thousand. Respectively, the Company 31/12/21 includes profit from subsidiary’s write off of debt amount to €55.000 thousand
and profit amount to €12 million for the sale of Group’s investment in Intralot de Peru SAC.
2.8 GAIN/(LOSSES) FROM ASSETS DISPOSAL, IMPAIRMENT LOSS & WRITE-OFF OF ASSETS
(continuing operations)
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Gain from disposal of tangible and intangible assets
36
36
52
12
Loss from disposal of tangible and intangible assets
-13
-261
0
0
Loss from impairment and write-off of tangible and
intangible assets
1
-150
-16.131
-97
-8.129
Gain from write-off lease liability
0
633
0
595
Gain/(Loss) from modification or write-off right of use
assets
161
-595
153
-575
Gain from Reversal of tangible & intangible assets'
Impairment
544
0
544
0
Net result from tangible and intangible assets
577
-16.318
652
-8.097
¹
The Group on 31/12/2021 includes a loss of €4.097 thousand from the provision for impairment of recoverable amount of goodwill
from the acquisition of the subsidiary Bilyoner Interactif Hizmelter AS as a consequence of the Goodwill impairment test as a result of
the signing of a new fixed-term contract until 2029 and amount €11.110 thousand from impairment of intangible assets of CGU “Sports
Betting” as analyzed in paragraph Intangible assets (except for Goodwill) impairment test.
2.9 OTHER OPERATING EXPENSES
(continuing operations)
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Impairment, write-off and provisions for doubtful debt
833
2.025
0
578
Provisions for contractual fines-penalties
2.246
1.765
0
0
Other expenses from other related parties
10
0
10
0
Other expenses
1.029
148
51
27
Total
4.119
3.940
61
605
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
167
Analysis of the account “Impairment, write-off and provisions for doubtful debt”:
(continuing operations)
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Provisions for doubtful receivables from subsidiaries
0
0
0
0
Doubtful provisions from third party trade
receivables (3rd parties)
833
2.024
0
578
Write-off of trade receivables (3rd parties)
0
1
0
0
Write-off of receivables from associates
0
0
0
0
Write-off of receivables from other related parties
0
0
0
0
Total
833
2.025
0
578
2.10 INTEREST AND SIMILAR EXPENSES / INTEREST AND SIMILAR INCOME
(continuing operations)
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Interest Expense ¹
-37.867
-44.155
-17.601
-20.704
Financial Expense
2
-1.027
-16.787
-140
-3.209
Discounting
-17
0
0
0
Total Interest and similar expenses
-38.911
-60.942
-17.742
-23.913
Interest Income
2.133
1.793
3.726
5.765
Financial Income
3
62
45.533
0
0
Discounting
0
55
0
0
Total Interest and similar Income
2.194
47.381
3.726
5.765
Net Interest and similar Income / (Expenses)
-36.717
-13.561
-14.016
-18.148
¹ Including the amortized costs, expenses, and fees of banking institutions in connection with the issue of bond and syndicated loans, as well as
repurchase of bond loans costs.
2
The financial expenses of the Group 31/12/2021 include expenses of €15,8 million related to the loan restructuring. The corresponding amount
of the Company amounts to €3,0 million.
3
The financial income of the Group 31/12/2021 includes a profit of €45,5 million related to the refinancing of bonds maturing in September 2021.
2.11 EXCHANGE DIFFERENCES
The Group reported in the Income Statement of 2022 loss from «Exchange differences» amount to €430 thousand
(2021: loss €1.165 thousand) mainly from valuation of commercial and borrowing liabilities (intercompany and
non) in EUR that various subsidiaries abroad had as at 31/12/2022, with a different functional currency than the
Group, from valuation of cash balances in foreign currency other than the functional currency of each entity, from
valuation of trade receivables (from third parties and associates) mainly in USD that held by the Company on
31/12/2022, which were partially offset by profits amounting to €252 thousand due to the reclassification of foreign
exchange translation reserve in the income statement in accordance with IFRS 10 principles.
2.12 CURRENT & DEFERRED INCOME TAX
GROUP (continuing operations)
31/12/2022
31/12/2021
Current income tax
11.914
10.886
Deferred income tax
-3.216
-4.888
Tax audit differences and other taxes non-deductible
2.108
-1.613
Total income tax expense reported in income statement
10.805
4.386
The income tax expense for the Company and its Greek subsidiaries was calculated to 22% on the taxable profit
of the periods 1/1-31/12/2022 and 1/1-31/12/2021.
COMPANY
31/12/2022
31/12/2021
Current income tax
0
1.856
Deferred income tax
-2.405
-7.038
Tax audit differences and other taxes non-deductible
101
1.428
Total income tax expense reported in income statement
-2.303
-3.754
Income tax attributable to the Group's profit differs from the amount that would arise by applying the nominal tax
rate applicable at the domicile of the Parent Company, as follows:
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
168
(continuing operations)
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Profit before income taxes
29.765
37.101
-20.929
24.041
Income taxes based on the statutory income tax rate of the
Parent 22%
6.548
8.162
-4.604
5.289
Adjustments to income taxes related to:
Adjustments in previous periods provisions
553
-540
0
0
Tax effect of non-deductible tax expenses
4.506
1.661
5.704
-2.865
Tax effect of transferred losses, for which deferred tax asset
was not recognized
21.010
-21.093
0
0
Tax effect of non-taxable profits
-12.236
-253
-1.100
-607
Tax effect of foreign subsidiaries’ profits that are taxable at
different tax rates
-2.408
21.715
0
0
Deferred tax effect due to tax rate change
0
-253
0
-337
Tax effect of losses for which net deferred tax asset was
recognized
-2.405
-4.000
-2.405
-6.998
Income tax of previous years after tax audit
470
-1.791
101
96
Provision for additional taxes from future tax audits
379
316
0
0
Οther
-5.614
460
0
1.669
Income taxes reported in the income statement
10.805
4.386
-2.303
-3.754
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Net deferred tax asset / (liability) at beginning
of the year
3.553
-4.670
2.998
-4.044
(Debit)/Credit to income statement (continuing
operations)
3.215
4.888
2.405
7.038
(Debit)/Credit to income statement (discontinued
operations)
0
0
0
0
Restatement of opening balances
0
-50
0
0
Exchange differences
149
3.522
0
0
Deferred tax on other comprehensive income or
directly affect Equity
-1.056
0
-19
0
Transfer from income tax payable
0
0
0
0
Effect from impact from IAS 29
-2.630
-140
0
0
Non-consolidated subsidiary due to sale
1
0
0
0
IAS 19 restatement (Hyperinflation)
0
0
0
0
Net deferred tax asset / (liability) at end of
the fiscal year
3.233
3.553
5.383
2.998
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority.
The deferred tax asset and liability presented in the accompanying financial position are analyzed as follows:
31/12/2022
GROUP
COMPANY
Assets
Liabilities
Assets
Liabilities
Tax losses and interest expense carried forward
10.025
0
10.025
0
Inventories–intercompany profit
0
-251
0
0
Financial assets
0
-8
0
0
Long term receivables
0
-5
0
0
Provisions
560
58
254
0
Tangible assets
-1.201
-820
812
0
Intangibles assets
0
-6.424
0
-5.969
Short term receivables
-688
-62
-688
0
Accrued expenses
509
-13
488
0
Long term liabilities
260
-2.436
36
0
Short term liabilities
1.497
-22
395
0
Short term loans
2.253
0
31
0
Total
13.215
-9.982
11.353
-5.970
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
169
1/1-31/12/2022
Income Statement
Deferred income tax (continuing operations)
GROUP
COMPANY
Prior years’ tax losses utilized
38
0
Interest expense tax carry forward
-3.720
-3.720
Accrued expenses
658
656
Tangible assets
-1.070
-1.015
Intangible assets
1.553
1.450
Financial assets
-8
1
Short term receivables
138
53
Long Term receivables
19
0
Inventories–impairment
153
0
Short term provisions
27
0
Short term liabilities
-2.999
157
Long term liabilities
1.997
14
Discontinued operations
0
0
Deferred Tax (income) / expense
-3.216
-2.405
On 31/12/2022 the most important companies of the Group had accumulated tax losses amounting to approximately
€118,1 million (31/12/2021: €184,5 million) without having recognized a deferred tax asset as the recognition
criteria were not met based on IAS 12 as described in notes
2.1.24
&
2.1.28
. Also, on 31/12/2022 the Company
has recognized a deferred tax asset from tax-deferred interest expenses of €10,03 million, of which €3,7 million
was recognized in 2022.
31/12/2021
GROUP
COMPANY
Assets
Liabilities
Assets
Liabilities
Tax losses and interest expense carried forward
6.229
0
6.305
0
Inventories–intercompany profit
0
-159
0
0
Financial assets
1
-27
1
0
Long term receivables
23
0
0
0
Provisions
557
128
259
0
Tangible assets
-3.558
3.929
0
-203
Intangibles assets
0
-5.026
0
-4.520
Short term receivables
-600
39
-635
0
Accrued expenses
1.165
-4
1.144
0
Long term liabilities
173
-318
64
0
Short term liabilities
783
-27
549
0
Short term loans
247
-3
34
0
Total
5.021
-1.468
7.721
-4.723
1/1-31/12/2021
Income Statement
Deferred income tax (continuing operations)
GROUP
COMPANY
Prior years’ tax losses utilized
174
0
Interest expense tax carry forward
-4.567
-6.305
Accrued expenses
171
174
Tangible assets
-996
-670
Intangible assets
-719
-702
Financial assets
24
0
Short term receivables
-59
0
Long Term receivables
1
0
Inventories–impairment
145
0
Short term provisions
-11
0
Short term liabilities
34
275
Long term liabilities
914
190
Discontinued operations
-1
0
Deferred Tax (income) / expense
-4.888
-7.038
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
170
2.13 EARNINGS / (LOSSES) PER SHARE
The calculation of basic and diluted earnings / (losses) per share is as follows:
Basic earnings / (losses) per share (EPS) are calculated by dividing net earnings / (losses) for the period
attributable to equity holders of the parent by the weighted average number of common shares outstanding
during the period, taking into account the average number of ordinary shares acquired by the Group as treasury
shares.
(total operations)
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Net profit / (loss) attributable to equity holders of
the parent
11.894
17.460
-18.626
27.794
Weighted average number of shares outstanding in the
beginning of the period
244.022.591
148.288.968
244.022.591
148.288.968
Less: Weighted average number of treasury shares from
period movements
Weighted average number of shares outstanding
during the period
244.022.591
148.288.968
244.022.591
148.288.968
Basic earnings / (losses) per share (EPS) (in euro)
0,0487 €
0,1177 €
-0,0763 €
0,1874 €
Diluted earnings / (losses) per share are calculated by dividing net earnings / (losses) for the period
attributable to equity holders of the parent by the weighted average number of shares outstanding during the
period (adjusted for the effect of the average stock option plans outstanding during the period). During 2022
and 2021 the Group had no stock option plan in effect.
(total operations)
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Weighted average number of shares outstanding (for basic
EPS)
244.022.591
148.288.968
244.022.591
148.288.968
Effect of potential exercise of options (weighted average
number for the period)
0
0
0
0
Weighted average number of shares outstanding
(for diluted EPS)
244.022.591
148.288.968
244.022.591
148.288.968
Diluted earnings / (losses) per share (EPS) (in
euro)
0,0487 €
0,1177 €
-0,0763 €
0,1874 €
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
171
2.14 TANGIBLE FIXED ASSETS
GROUP
LAND
BUILDINGS AND
INSTALLATIONS
MACHINERY
AND
EQUIPMENT
TRANSPORT
EQUIPMENT
FURNITURE
AND
FIXTURES
ASSETS UNDER
CONSTRUCTION
OTHER
TANGIBLE
ASSETS
Total
January 1, 2022
Cost
1.830
39.644
360.841
3.986
85.975
7.796
1.681
501.753
Accumulated depreciation
0
-19.044
-272.113
-2.905
-82.991
0
-1.489
-378.542
Net Book value January 1, 2022
1.830
20.600
88.728
1.081
2.984
7.796
192
123.210
COST
Additions of the period
0
3.268
9.887
5.934
252
9.225
140
28.706
Transfer of assets from (to) other category
0
1.119
5.198
0
19
-6.335
0
0
Other transfer
-1.830
-975
-35
0
38
-2.598
11
-5.390
Effect from the application of IAS 29
0
1.053
18.660
386
763
0
36
20.898
Disposal of subsidiaries/change in consolidation method
0
0
0
0
0
0
0
0
Disposals
0
0
-452
-37
-170
0
0
-659
Impairment / write off
0
-536
-5.274
0
-1.981
0
-1
-7.792
Derecognition due to termination / expiration of lease contracts
0
-6.246
0
-561
0
0
0
-6.807
Exchange differences
0
608
2.192
-293
-525
45
-85
1.942
ACCUMULATED DEPRECIATION
Depreciation of the period
0
-3.140
-28.154
-2.844
-670
0
-102
-34.911
Disposals
0
0
440
37
169
0
0
646
Impairment / write-off
0
959
5.225
0
1.882
0
1
8.067
Effect from the application of IAS 29
0
-585
-15.911
-253
-698
0
-21
-17.468
Exchange differences
0
-173
-211
202
517
0
84
419
Transfer from (to) other category
0
0
0
0
0
0
0
0
Other transfer
0
310
598
0
1
0
0
909
Derecognition due to termination / expiration of lease contracts
0
1.482
0
517
0
0
0
1.999
Disposal of subsidiaries/change in consolidation method
0
0
0
0
0
0
0
0
Net book value December 31 2022
0
17.744
80.891
4.169
2.581
8.133
255
113.769
Cost
0
37.935
391.017
9.415
84.371
8.133
1.782
532.653
Accumulated depreciation
0
-20.191
-310.126
-5.246
-81.790
0
-1.527
-418.883
Net book value December 31 2022
0
17.744
80.891
4.169
2.581
8.133
255
113.770
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
172
GROUP
LAND
BUILDINGS AND
INSTALLATIONS
MACHINERY
AND
EQUIPMENT
TRANSPORT
EQUIPMENT
FURNITURE
AND
FIXTURES
ASSETS UNDER
CONSTRUCTION
OTHER
TANGIBLE
ASSETS
Total
January 1, 2021
Cost
1.830
35.166
321.599
4.273
86.253
12.934
1.597
463.652
Accumulated depreciation
0
-16.067
-226.492
-2.944
-82.497
0
-1.320
-329.320
Net Book value January 1, 2021
1.830
19.100
95.107
1.328
3.756
12.934
277
134.332
COST
Additions of the period
0
4.401
3.832
723
195
7.014
57
16.222
Transfer of assets from (to) other category
0
68
8.764
0
41
-8.872
0
0
Transfer from (to) inventories and intangible assets
0
0
6.689
0
6
-3.807
0
2.888
Effect from the application of IAS 29
0
337
7.001
106
264
0
14
7.722
Disposal of subsidiaries/change in consolidation method
0
-255
-3.394
-139
-135
0
0
-3.923
Disposals
0
0
-520
-34
-4
0
0
-558
Impairment / write off
0
-20
-1.483
-61
-448
0
0
-2.012
Derecognition due to termination / expiration of lease contracts
0
-1.291
0
-683
0
0
0
-1.973
Exchange differences
0
1.237
18.352
-199
-196
528
13
19.735
ACCUMULATED DEPRECIATION
Depreciation of the period
0
-3.078
-30.249
-846
-959
0
-136
-35.269
Disposals
0
0
495
34
3
0
0
532
Impairment / write-off
0
0
801
7
443
0
0
1.251
Effect from the application of IAS 29
0
-158
-5.766
-81
-259
0
-6
-6.270
Exchange differences
0
-662
-13.841
119
187
0
-28
-14.224
Transfer from (to) other category
0
0
0
0
0
0
0
0
Transfer from (to) inventories and intangible assets
0
0
0
0
-6
0
0
-6
Derecognition due to termination / expiration of lease contracts
0
699
0
679
0
0
0
1.378
Disposal of subsidiaries/change in consolidation method
0
223
2.939
127
97
0
0
3.385
Net book value December 31 2021
1.830
20.600
88.727
1.081
2.984
7.796
192
123.210
Cost
1.830
39.644
360.841
3.986
85.975
7.796
1.681
501.753
Accumulated depreciation
0
-19.044
-272.113
-2.905
-82.991
0
-1.489
-378.542
Net book value December 31 2021
1.830
20.600
88.727
1.081
2.984
7.796
192
123.210
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
173
COMPANY
LAND
BUILDINGS AND
INSTALLATIONS
MACHINERY
AND
EQUIPMENT
TRANSPORT
EQUIPMENT
FURNITURE
AND
FIXTURES
ASSETS UNDER
CONSTRUCTION
OTHER
TANGIBLE
ASSETS
Total
January 1, 2022
Cost
1.830
13.940
19.306
1.486
78.070
0
0
114.632
Accumulated depreciation
0
-5.429
-9.846
-986
-75.550
0
0
-91.812
Net Book value January 1, 2022
1.830
8.511
9.460
500
2.520
0
0
22.820
COST
Additions of the period
0
2.233
23
217
128
0
0
2.601
Transfer of assets from (to) other category
0
0
0
0
0
0
0
0
Other transfer
-1.830
-975
58
0
0
0
0
-2.747
Disposals
0
0
-166
0
0
0
0
-166
Impairment / write off
0
0
0
0
-1.101
0
0
-1.101
Derecognition due to termination /
expiration of lease contracts
0
-6.076
0
-129
0
0
0
-6.205
ACCUMULATED DEPRECIATION
Depreciation of the period
0
-665
-3.578
-234
-607
0
0
-5.083
Disposals
0
0
138
0
0
0
0
138
Impairment / write-off
0
424
0
0
1.004
0
0
1.428
Transfer from (to) other category
0
0
0
0
0
0
0
0
Other transfer
0
310
0
0
0
0
0
310
Derecognition due to termination /
expiration of lease contracts
0
1.312
0
149
0
0
0
1.461
Net book value December 31 2022
0
5.074
5.935
503
1.944
0
0
13.456
Cost
0
9.122
19.221
1.574
77.097
0
0
107.014
Accumulated depreciation
0
-4.048
-13.286
-1.071
-75.153
0
0
-93.557
Net book value December 31 2022
0
5.074
5.935
503
1.944
0
0
13.457
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
174
COMPANY
LAND
BUILDINGS AND
INSTALLATIONS
MACHINERY
AND
EQUIPMENT
TRANSPORT
EQUIPMENT
FURNITURE
AND
FIXTURES
ASSETS UNDER
CONSTRUCTION
OTHER
TANGIBLE
ASSETS
Total
January 1, 2021
Cost
1.830
14.921
16.840
1.597
78.355
0
0
113.543
Accumulated depreciation
0
-5.194
-6.757
-941
-75.320
0
0
-88.212
Net Book value January 1, 2021
1.830
9.727
10.083
656
3.036
0
0
25.332
COST
Additions of the period
0
-20
16
165
137
0
0
298
Transfer from (to) inventories and intangible assets
0
0
3.726
0
0
0
0
3.726
Disposals
0
0
-14
0
-4
0
0
-19
Impairment / write off
0
-20
-1.262
-54
-418
0
0
-1.754
Derecognition due to termination / expiration of lease
contracts
0
-941
0
-222
0
0
0
-1.163
ACCUMULATED DEPRECIATION
Depreciation of the period
0
-604
-3.837
-265
-652
0
0
-5.358
Disposals
0
0
12
0
3
0
0
15
Impairment / write-off
0
0
736
0
418
0
0
1.154
Derecognition due to termination / expiration of lease
contracts
0
368
0
220
0
0
0
588
Net book value December 31 2021
1.830
8.511
9.460
500
2.520
0
0
22.820
Cost
1.830
13.940
19.306
1.486
78.070
0
0
114.632
Accumulated depreciation
0
-5.429
-9.846
-986
-75.550
0
0
-91.811
Net book value December 31 2021
1.830
8.511
9.460
500
2.520
0
0
22.820
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
175
Tangible Assets include Right-of-Use-Assets (RoU Assets) through Leases pursuant to IFRS 16:
GROUP
RIGHT OF USE ASSETS
BUILDINGS
AND
INSTALLATIONS
TRANSPORT
EQUIPMENT
MACHINERY
AND
EQUIPMENT
FURNITURE
AND
FIXTURES
Total
Balance 01/01/2022
15.191
1.016
1.997
34
18.238
Additions
3.128
5.898
1.051
0
10.077
Termination/expiration of contracts
-4.764
-44
0
0
-4.808
Foreign Exchange differences
289
-59
43
0
273
Effect from IAS 29
468
92
393
0
953
Change of consolidation method /
Sale of subsidiary
0
0
0
0
0
Depreciation
-2.732
-2.803
-617
-9
-6.162
Write off of asset
0
0
0
0
0
Transfers
999
0
0
0
999
Balance 31/12/2022
12.579
4.100
2.867
25
19.570
Below amounts recognized in Income Statement pursuant to IFRS 16:
GROUP
01/01 -
31/12/2022
(continuing operations)
Depreciation from right of use assets
6.162
Interest expenses from lease liabilities
1.194
Rental expenses from short-term contracts
1.160
Rental expenses from contracts of low value assets
49
Total amounts recognized in Income Statement
8.565
COMPANY
RIGHT OF USE ASSETS
BUILDINGS
AND
INSTALLATIONS
TRANSPORT
EQUIPMENT
MACHINERY
AND
EQUIPMENT
FURNITURE
AND
FIXTURES
Total
Balance 01/01/2022
5.431
498
0
27
5.956
Additions
2.233
217
0
0
2.450
Termination/expiration of contracts
-4.764
20
0
0
-4.744
Write off of asset
0
0
0
0
0
Depreciation
-513
-232
0
-7
-752
Balance 31/12/2022
2.387
503
0
20
2.910
2.15 INVESTMENT PROPERTIES
During the first quarter of 2022, the Group carried out a reclassification from Tangible fixed assets to
Investment Properties in the amount of €2.615 thousand due to a change in use (start of operating lease
to a third party) of the parent company's properties. On 31/12/2022 the unamortized value of Company's
Investment Properties classified in Land amounts to € 1.950 thousand, while the relevant value of
Buildings & Installation amounts to € 606 thousand. Depreciation on Buildings & Installation in 2022
amounted to € 59 thousand (2021: €0 thousand).
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
176
2.16 INTANGIBLE ASSETS
GROUP
GOODWILL
SOFTWARE
DEVELOPMENT
COSTS (Internally
generated) ¹
OTHER
INDUSTRIAL
PROPERTY RIGHTS &
LICENSES
Total
January 1, 2022
Cost
302
79.011
220.297
31.843
254.396
585.849
Accumulated depreciation
0
-62.496
-147.524
-22.190
-149.333
-381.543
Net Book value January 1, 2022
302
16.515
72.773
9.653
105.063
204.306
COST
Additions of the period
94
1.426
2.857
2.814
164
7.355
Transfer of assets from (to) other category
0
0
0
0
0
0
Transfer from (to) inventories and tangible assets
-91
1.973
104
2.506
0
4.492
Effect from the application of IAS 29
0
1.687
0
86
39.401
41.174
Disposal of subsidiaries/change in consolidation method
0
0
0
0
0
0
Disposals
0
0
0
-4
0
-4
Impairment / write off
0
-3.798
-6.757
-697
-39.100
-50.352
Exchange differences
-116
-1.001
-15
1.441
-6.943
-6.634
ACCUMULATED DEPRECIATION
Depreciation of the period
0
-4.026
-9.703
-3.420
-17.944
-35.094
Disposals
0
0
0
4
0
4
Impairment / write-off
0
3.798
6.757
697
39.100
50.352
Effect from the application of IAS 29
0
-1.512
0
0
-6.378
-7.890
Exchange differences
0
921
44
-1.165
1.095
895
Transfer from (to) other category
0
0
0
0
0
0
Transfer from (to) inventories and tangible assets
0
0
0
0
0
0
Disposal of subsidiaries/change in consolidation method
0
0
0
0
0
0
Net book value December 31 2022
189
15.983
66.060
11.915
114.458
208.604
Cost
189
79.298
216.486
37.989
247.918
581.880
Accumulated depreciation
0
-63.315
-150.426
-26.074
-133.460
-373.273
Net book value December 31 2022
189
15.983
66.060
11.915
114.458
208.607
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
177
GROUP
GOODWILL
SOFTWARE
DEVELOPMENT
COSTS (Internally
generated) ¹
OTHER
INDUSTRIAL
PROPERTY RIGHTS
& LICENSES
Total
January 1, 2021
Cost
4.981
76.897
217.360
23.633
213.043
535.913
Accumulated depreciation
0
-54.776
-128.002
-19.445
-131.676
-333.899
Net Book value January 1, 2021
4.981
22.121
89.358
4.188
81.367
202.014
COST
Additions of the period
0
811
3.870
5.588
50.474
60.744
Transfer of assets from (to) other category
0
-432
432
0
0
0
Transfer from (to) inventories and tangible assets
0
92
0
1.157
0
1.249
Effect from the application of IAS 29
0
1.437
0
12
0
1.450
Disposal of subsidiaries/change in consolidation method
0
-195
-918
0
0
-1.114
Disposals
0
-1
0
0
0
-1
Impairment / write off
-4.097
-18
-159
0
0
-4.274
Exchange differences
-582
420
-287
1.453
-9.121
-8.118
ACCUMULATED DEPRECIATION
Depreciation of the period
0
-4.989
-11.001
-1.414
-18.558
-35.962
Disposals
0
0
0
0
0
0
Impairment / write-off
0
-1.310
-9.601
0
-185
-11.096
Effect from the application of IAS 29
0
-1.369
0
0
0
-1.369
Exchange differences
0
-214
224
-1.332
1.086
-235
Transfer from (to) other category
0
0
0
0
0
0
Transfer from (to) inventories and tangible assets
0
0
0
0
0
0
Disposal of subsidiaries/change in consolidation method
0
161
856
0
0
1.018
Net book value December 31 2021
302
16.516
72.773
9.653
105.063
204.306
Cost
302
79.011
220.297
31.843
254.396
585.850
Accumulated depreciation
0
-62.496
-147.524
-22.190
-149.333
-381.543
Net book value December 31 2021
302
16.516
72.773
9.653
105.063
204.306
¹ The internally generated intangible assets of the Group include a material intangible asset with net book value of €70,6 thousand on 31/12/2021 (central operating system – LOTOS and relevant modules, which supports
the majority of the contracts of the Group). The remaining amortization period of the central operating system is up to 20 years whereas additions, upgrades and improvements to this asset are constant. The Group
(continuing operations) recognized impairment losses/write-offs of intangible fixed assets amount to €15.370 thousand (discontinued operations €0 thousand) during the period 1/1-31/12/2021 which were recognized in
the income statement (in “Gain / (Losses) from assets disposal, impairment losses & write-off of assets” - note 2.8). The largest portion amount to €11.110 thousand related to the impairment loss on intangible assets of
CGU “Sports Betting” as discussed below in the section Intangible Assets (except goodwill) impairment test.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
178
¹ The Company's internally generated intangible assets constitute a standalone asset (central operating system - LOTOS and related modules, which supports the majority of the Group's contracts).
The remaining depreciation period of the central operating system is 20 years given that additions, upgrades and improvements to this asset are constant.
COMPANY
GOODWILL
SOFTWARE
DEVELOPMENT COSTS
(Internally generated) ¹
OTHER
INDUSTRIAL PROPERTY
RIGHTS & LICENSES
Total
January 1, 2021
Cost
0
23.993
165.703
0
22.640
212.336
Accumulated depreciation
0
-23.199
-97.119
0
-21.240
-141.559
Net Book value January 1, 2021
0
793
68.584
0
1.400
70.778
COST
Additions of the period
0
112
1.493
0
1.430
3.035
ACCUMULATED DEPRECIATION
Depreciation of the period
0
-301
-7.150
0
-1.041
-8.492
Impairment / write-off
0
0
-7.415
0
-115
-7.530
Transfer from (to) other category
0
0
0
0
0
0
Net book value December 31 2021
0
605
55.512
0
1.674
57.791
Cost
0
24.105
167.196
0
24.070
215.371
Accumulated depreciation
0
-23.500
-111.684
0
-22.396
-157.580
Net book value December 31 2021
0
605
55.512
0
1.674
57.791
¹ The Company's internally generated intangible assets constitute a standalone asset (central operating system - LOTOS and related modules, which supports the majority of the Group's contracts).
The remaining depreciation period of the central operating system is 20 years given that additions, upgrades and improvements to this asset are constant.
COMPANY
GOODWILL
SOFTWARE
DEVELOPMENT COSTS
(Internally generated) ¹
OTHER
INDUSTRIAL PROPERTY
RIGHTS & LICENSES
Total
January 1, 2022
Cost
0
24.105
167.196
0
24.070
215.371
Accumulated depreciation
0
-23.500
-111.684
0
-22.396
-157.580
Net Book value January 1, 2022
0
605
55.512
0
1.674
57.791
COST
Additions of the period
0
68
2.247
0
0
2.315
ACCUMULATED DEPRECIATION
Depreciation of the period
0
-226
-7.201
0
-725
-8.152
Impairment / write-off
0
0
0
0
0
0
Transfer from (to) other category
0
0
0
0
0
0
Net book value December 31 2022
0
447
50.558
0
949
51.954
Cost
0
24.173
169.443
0
24.070
217.686
Accumulated depreciation
0
-23.726
-118.885
0
-23.121
-165.732
Net book value December 31 2022
0
447
50.558
0
949
51.954
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
179
Intangible assets (except for Goodwill) impairment test
Management tests Intangible assets (except for Goodwill) for impairment if events occur or changes in
conditions indicate that the carrying value may not be recoverable in accordance with accounting practice
described in note
2.1.11
“Intangible Assets”.
The Group, due to the recent changes in revenue contracts portfolio, made an impairment test on 31/12/2022
for all operating systems that are used to its operating activities. The above intangible assets were classified
for impairment testing purposes to the following cash generating units (CGU): “Lottery”, “Sports Betting” and
“VLT”. The recoverable value of cash generating units is determined according to the calculation of their value
in use. The above calculation is based on after-tax cash flow forecasts from budgets that have been approved
by management. The determination was made by applying the Income Approach – Relief from Royalty
method, in which the value of intangible assets is determined by reference to the value of hypothetical royalty
payments, which are saved through ownership of the asset, compared to the licensing (licensing) of the
intangible assets by a third party.
NBV per CGU
CGU (amounts in mil. €)
2022
2021
Lottery
45,2
48,1
Sports Betting
23,5
27,7
VLT
7,1
9,2
Total
75,8
85,1
Key assumptions
CGU
Discount rate
Royalty rate
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Lottery
13.4%
11.0%
13.5%
13.5%
Sports Betting
13.4%
11.0%
13.5%
13.5%
VLT
13.4%
11.0%
13.5%
13.5%
Impairment loss per intangible assets category:
(Amounts in mil. €)
GROUP
COMPANY
GROUP
COMPANY
31/12/2022
31/12/2022
31/12/2021
31/12/2021
Software
0,0
0,0
1,3
0,0
Development Costs (Internally generated)
0,0
0,0
9,6
7,4
Industrial Property Rights & Licenses
0,0
0,0
0,2
0,1
Total
0,0
0,0
11,1
7,5
From the impairment test carried out for 2022, no impairment indicator was identified in any of the
intangible assets that were included in the above CGU.
Recoverable amount sensitivity analysis:
On 31/12/2022, the Group analyzed the sensitivity of the recoverable amounts in a reasonable and possible
change of some of the basic assumptions (such as the change of half (0,25) of a percentage point of royalty
rate and the change of the discount rates of half (0,25) percentage point). This sensitivity analysis does not
show a situation in which the carrying amount of the above CGUs exceeds their recoverable amount.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
180
Goodwill and Intangible assets with indefinite useful life impairment test
Management tests Goodwill for impairment annually (December 31) or more frequently if events occur or
changes in conditions indicate that the carrying value may not be recoverable in accordance with accounting
practice described in note
2.1.6
“Business Combination and Goodwill”.
The Group proceeded with a goodwill impairment test on 31/12/2022 and the basic assumptions used to
determine the recoverable amount are described below. The Group examined on 31/12/2022 the goodwill of
this subsidiary for impairment, and based on the impairment test carried out, no impairment loss was
identified.
The recoverable amounts of cash generating units have been determined based on value in use calculations
using appropriate estimates regarding future cash flows and discount rates.
Specifically, goodwill arising on consolidation of acquired subsidiaries and intangible assets with indefinite
useful life are allocated to the following cash generating units (CGU) by geographical area. Goodwill
impairment testing is performed on subsidiary level.
Carrying amount:
CGU
Goodwill
Intangible assets with indefinite useful life
31/12/2022
31/12/2021
31/12/2022
31/12/2021
European Union
0
0
0
0
America
189
302
0
34
Other countries
0
0
0
0
Total
189
302
0
34
Key assumptions:
The recoverable amount of each CGU is determined according to the calculations of value in use. The
determination is obtained by the present value of estimated future cash flows expected to be generated by
each CGU (discounted cash flow method - DCF). The cash flows are derived from the most recent approved
by the management budgets for the next three years and do not include estimated future cash inflows or
outflows expected to arise from future restructurings or from improving or enhancing the asset's performance
which is tested for impairment. The expected cash flow projections beyond the period covered by the most
recent budgets is estimated by extrapolating the projections based on the budgets, using a steady or declining
growth rate for subsequent years, which does not exceed the long-term average growth rate for products,
industries, countries in which the Group operates, or for the market in which the asset is used. The Group
makes estimates beyond the period of three years where it has signed revenue contracts beyond three years
as well as in cases where management believes that based on market data and renewals track record of the
Group, the renewal of the relevant contracts beyond the three-year period is very possible. Cash flow
projections are based on reasonable and supportable assumptions that represent management's best
estimate of the range of economic conditions that will exist over the remaining useful life of the asset, giving
greater weight to external evidence. Management assesses the reasonableness of the assumptions underlying
the current cash flow projections by examining the causes of differences between past cash flow projections
and actual cash flows. Management also ensures that the assumptions on which its current cash flow
projections are based are consistent with past actual outcomes, provided that subsequent events or
circumstances that did not exist when those actual cash flows were generated make this appropriate.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
181
The value in use for CGUs affected (has sensitivity) of the following key factors (assumptions):
•
Sales
•
Growth rate in perpetuity (Perpetual Growth Rates), and
•
Discount rates
Sales:
Sales projections are derived from estimates of local management of various subsidiaries. These projections
are based on careful assessments of various factors, such as past performance, estimates of growth of the
local market, competition - if exists, possible changes in the institutional framework governing the gambling
market, the economic situation of the gambling industry and the market in general, new opportunities such
as lotteries privatizations, etc.
Sales growth rate:
CGU
2022
2021
European Union
n/a
n/a
Other Europe
n/a
n/a
America
30%-76,1%
20%-63,3%
Other countries
n/a
n/a
Growth rate in perpetuity
The factors taken into account for the calculation of the growth rate in perpetuity derive from external sources
and include among others, the level of maturity of each market, the existence of barriers to entry for
competitors, the economic situation of the market, existing competition and technology trends.
Growth rate in perpetuity:
CGU
2022
2021
European Union
n/a
n/a
Other Europe
n/a
n/a
America
30%
10%
Other countries
n/a
n/a
Discount rates:
The discount rates represent the current market assessments of the risks personalized for each CGU, having
made the necessary adjustments for the time value of money and possible risks specific to any assets that
have not been included in the cash flow projections. The calculation of discount rates based on specific
conditions under which the Group and its operating segments operate and calculated through the weighted
average cost of capital method (WACC). The WACC takes into account both debt and equity. The cost of
equity derives from the expected return that Group investors have for their investment. The Cost of debt is
based on the interest rate of the loans that the Group must facilitate. The specific risk of each country is
incorporated by implementing individualized sensitivity factors «beta» (beta factors). The sensitivity factors
«beta» are evaluated annually based on published market data.
Discount rates:
CGU
2022
2021
European Union
n/a
n/a
Other Europe
n/a
n/a
America
68,4%
32,1%
Other countries
n/a
n/a
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
182
Recoverable amount sensitivity analysis:
On 31/12/2022, the Group analyzed the sensitivity of the recoverable amounts in a reasonable and possible
change of some of the basic assumptions (such as the change of one (1,0) percentage point to the growth
rate in perpetuity and the change of the discount rates of one (1,0) percentage point). This analysis does not
show a situation in which the carrying amount of the Group's significant CGUs exceeds their recoverable
amount.
2.17 INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
GROUP INVESTMENT IN
ASSOCIATES AND JOINT
VENTURES
%
Participation
Country
31/12/2022
31/12/2021
LOTRICH INFORMATION Co LTD
40%
Taiwan
6.486
6.733
KARENIA ENTERPRISES COMPANY LTD
50%
Cyprus
6.688
6.696
Other
5
5
Total
13.178
13.434
GROUP INVESTMENT IN ASSOCIATES AND JOINT VENTURES
Opening Balance
13.434
12.785
Participation in net profit / (loss) of
associates and joint ventures
256
214
Exchange differences
-295
685
Impairment /Reverse of impairment
0
0
Dividends
-217
-252
Transfer to Assets held for sale
0
0
Additions in kind
0
5
Other
0
-2
Closing Balance
13.178
13.434
COMPANY INVESTMENT IN
ASSOCIATES AND JOINT
VENTURES
%
Participation
Country
31/12/2022
31/12/2021
Lotrich Information Co LTD
40%
Taiwan
5.131
5.131
Total
5.131
5.131
COMPANY INVESTMENT IN SUBSIDIARIES
%
Participation
Country
31/12/2022
31/12/2021
ΙΝTRALOT HOLDINGS INTERNATIONAL LTD
100%
Cyprus
464
464
BETTING COMPANY S.A.
95%
Greece
139
139
INTELTEK INTERNET AS
100%
Turkey
659
1.020
BILYONER INTERAKTIF HIZMELTER AS GROUP
50,01%
Turkey
3.990
3.990
INTRALOT GLOBAL SECURITIES B.V.
100,00%
Netherlands
176.461
50.961
INTRALOT GLOBAL HOLDINGS B.V.
99,98%
Netherlands
76.374
76.374
INTRALOT IBERIA HOLDINGS S.A.
100%
Spain
5.638
5.638
Other
92
116
Total
263.817
138.702
Grand Total
268.948
143.833
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
183
COMPANY INVESTMENT IN SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES
31/12/2022
31/12/2021
Opening Balance
143.833
128.239
Increase of share capital of subsidiary
125.500
0
Provisions/ reversals of provisions for impairment
of subsidiaries
0
-6.824
Capitalization of receivables from subsidiaries
0
21.602
Liquidations
-24
0
Return of subsidiaries’ capital
-361
0
Acquisition of additional percentage in an existing
subsidiary
0
816
Closing Balance
268.948
143.833
2.18 OTHER FINANCIAL ASSETS
The other financial assets that have been classified by the Group as “equity instruments at fair value
through other comprehensive income” and as “debt instruments at amortized cost" are analyzed below:
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Opening Balance
110
276
80
39
Purchases
0
0
4
0
Disposals
0
-99
0
0
Receipts
-4
-13
0
0
Fair value revaluation
0
-50
0
41
Foreign exchange differences
-11
-5
0
0
Closing balance
95
110
84
80
Quoted securities
94
110
84
80
Unquoted securities
0
0
0
0
Total
95
110
84
80
Long-term Financial Assets
87
97
84
80
Short-term Financial Assets
8
13
0
0
Total
95
110
84
80
For investments that are actively traded in organized financial markets, the fair value is determined by
reference to the closing price at the reporting date. For investments where there is no corresponding market
price, fair value is determined by reference to the current market value of another instrument that is
substantially the same or estimated based on expected cash flows of the net assets underlying the investment
or acquisition value.
2.19 OTHER LONG-TERM RECEIVABLES
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Receivables from related parties (note
2.31.E
)
470
695
15
15
Minus: Provisions for doubtful receivables
0
0
0
0
Guarantees
2.003
1.258
29
31
Other receivables
1
27.093
28.508
26.437
27.267
Minus: Provisions for doubtful receivables
-24
0
0
0
Total
29.543
30.461
26.481
27.313
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
184
1
The account “Other Receivable” of the Company and the Group as at 31/12/2022 include a receivable from the “Hellenic Organization
of Horse Racing S.A.” (ODIE) amount to €26,3 million (31/12/2021: €27,3 million) that was overdue until November 2015 and had not
been impaired. In November 2015, an agreement was signed between the Company and ODIE which set the repayment of all of the
above receivables of the Company. With this agreement ODIE granted the Company 2/3 of the rent which it will receive from the lease
of property of ODIE (Markopoulos facilities) to the company "Ippodromies SA". The payment of the assigned lease to the Company has
already started from January 2016. The whole of this receivable is covered by collateral as disclosed in note
2.32.A.
"Contingent liabilities"
- "Litigation cases". We also note that the Company assesses the risk of non-collectability as minimum, given both the public character
of ODIE, and the reception of physical collateral (first mortgage and note of mortgage) on the above-mentioned property of ODIE. The
record of the above physical collateral, was made for the amount of €20,9 million against the real estate and the facilities of ODIE in
Markopoulos, that have a multiple fair value, making the collection of the claim as fully secured.
2.20 TRADE AND OTHER SHORT-TERM RECEIVABLES
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Trade receivables (third parties)
57.253
51.939
11.221
10.264
Minus: Doubtful provisions
-10.219
-10.730
-7.759
-7.312
Trade receivables from related entities and
other related parties (note
2.31.E)
4.049
9.834
37.331
28.770
Minus: Doubtful provisions from related entities
and other related parties
-242
-5.037
-463
-5.259
Total trade receivables
50.841
46.006
40.330
26.464
Other receivables (third parties)
1
6.344
5.606
3.646
2.492
Minus: Doubtful provisions
-3.971
-1.465
-1.838
-778
Other receivables from related entities and
other related parties (note
2.31.E
)
8.739
6.786
23.879
26.831
Minus:Doubtful provisions from related entities
and other related parties
-2
-1.060
0
-1.060
Pledged bank deposits
9.067
8.378
5.029
4.657
Tax receivables
27.609
31.989
19.682
19.760
Prepaid expenses and other receivables
11.217
8.809
1.195
1.291
Total other receivables
59.003
59.043
51.593
53.193
Total
109.844
105.049
91.923
79.657
1
1
The account “Other receivables (third parties)” of the Company and the Group as at 31/12/2022 include a receivable from the
“Hellenic Organization of Horse Racing S.A.” (ODIE) amount to €1,6 million (31/12/2021: €1,6 million) that was overdue until November
2015 and had not been impaired. In November 2015, an agreement was signed between the Company and ODIE which set the
repayment of all of the above receivables of the Company. With this agreement ODIE granted the Company 2/3 of the rent which it
will receive from the lease of property of ODIE (Markopoulos facilities) to the company "Ippodromies SA". The payment of the assigned
lease to the Company has already started from January 2016. The whole of this receivable is covered by collateral as disclosed in note
2.32.A.
"Contingent liabilities" - "Litigation cases". We also note that the Company assesses the risk of non-collectability as minimum,
given both the public character of ODIE, and the reception of physical collateral (first mortgage and note of mortgage) on the above-
mentioned property of ODIE. The record of the above physical collateral, was made for the amount of €20,9 million against the real
estate and the facilities of ODIE in Markopoulos, that have a multiple fair value, making the collection of the claim as fully secured.
Pursuant to IFRS 9, for the determination of the expected credit losses and the recognition of relevant doubtful
provisions, the Group followed the general model as described in paragraph
2.1.12.I.d
of accounting policies.
Subsequent changes in market conditions and the business model of the Group may affect the below
estimations.
Reconciliation of changes in provisions for
impairment of long-term receivables
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Opening Balance
0
-445
0
0
Provisions for the period for receivables from third parties
-24
0
0
0
Transfer from/to short term receivables
0
0
0
0
Transfer to investments in subsidiaries
0
0
0
0
Sale of subsidiary
0
444
0
0
Exchange differences
0
1
0
0
Closing Balance
-24
0
0
0
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
185
On December 31, 2022 and 2021, the trade receivables and the doubtful provisions are as follows:
31/12/2022
GROUP
COMPANY
Trade
receivables
Doubtful
provisions
Trade
receivables
Doubtful
provisions
Not past due
22.372
0
3.664
0
Past due less than 30 days
22.498
-369
1.186
0
Past due 30-60 days
104
0
202
0
Past due 60-90 days
432
0
189
0
Past due 90-120 days
383
0
571
0
Past due more than 120 days
15.512
-10.092
42.741
-8.223
Total
61.301
-10.461
48.553
-8.223
50.841
40.330
31/12/2021
GROUP
COMPANY
Trade
receivables
Doubtful
provisions
Εμπορικές
απαιτήσεις
Trade
receivables
Not past due
16.264
0
1.664
0
Past due less than 30 days
24.953
-1.022
1.112
0
Past due 30-60 days
711
0
-200
0
Past due 60-90 days
118
-6
87
0
Past due 90-120 days
6
0
9.371
0
Past due more than 120 days
19.722
-14.740
27.001
-12.571
Total
61.774
-15.768
39.035
-12.571
46.006
26.464
Reconciliation of changes in provisions
for impairment of short-term receivables
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Opening Balance
-18.293
-16.929
-14.409
-13.962
Provisions for the period for receivables from
subsidiaries ¹
0
0
0
0
Provisions for the period for receivables from
third parties ²
-809
-2.024
0
-578
Provisions utilized for receivables from
subsidiaries
0
0
0
0
Provisions utilized for associates
4.313
0
4.348
0
Provisions utilized for receivables from third
parties
91
323
0
0
Reversed provisions for receivables from
subsidiaries
0
0
0
0
Reversed provisions for receivables from third
parties
191
80
0
131
Subsidiaries disposal/change in consolidation
method
0
213
0
0
Transfer from/to long term receivables
0
0
0
0
Exchange differences
73
45
0
0
IAS 19 application
0
0
0
0
Transfer to investments to subsidiaries
0
0
0
0
Closing Balance
-14.434
-18.292
-10.060
-14.409
1
Relating to impairment provision of receivables from subsidiary and other related party of the Group derived either from machinery
and equipment disposal and services rendered or from loan contracts
2
Relating to impairment provision of receivables from debtors (third parties outside the Group) derived from commercial transactions
in the ordinary course of business
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
186
The maturity information of short-term and long-term receivables is as follows:
RECEIVABLES
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Trade receivables
57.253
51.939
11.221
10.264
Provisions for doubtful receivables
-10.219
-10.730
-7.759
-7.312
Receivables from related parties (note 2.31.E)
13.259
17.316
61.225
55.615
Provisions for doubtful receivables
-244
-6.097
-463
-6.318
Pledged bank deposits
9.067
8.378
5.029
4.657
Tax receivables
27.609
31.989
19.682
19.760
Guarantees
2.003
1.258
29
31
Prepaid expenses, advances and other
receivables
44.654
42.923
31.278
31.051
Provisions for doubtful receivables
-3.995
-1.465
-1.838
-778
Total
139.387
135.511
118.404
106.970
MATURITY INFORMATION
0-3 months
34.492
33.450
268
1.330
3-12 months
75.352
71.600
91.656
78.327
More than 1 year
29.542
30.461
26.481
27.312
Total
139.387
135.511
118.404
106.970
2.21 INVENTORIES
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Merchandise – Equipment
18.939
16.325
3.199
3.593
Other
6.431
3.780
0
0
Total
25.370
20.105
3.199
3.593
Provisions for impairment
-1.449
-1.449
0
0
Total
23.921
18.657
3.199
3.593
The burden for 2022, from disposals/usage and provision of inventories for the Group amounts to €952
thousand (2021: €9.644 thousand) while for the Company amounts to €988 thousand (2021: €1.367
thousand) and is included in “Cost of Sales”.
Reconciliation of changes in
inventories provision for
impairment
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Opening balance for the period
-1.449
-1.473
0
0
Provisions of the period
0
0
0
0
Foreign exchange differences
0
24
0
0
Sale of subsidiary
0
0
0
0
Closing balance for the period
-1.449
-1.449
0
0
There are no liens on inventories.
2.22 CASH AND CASH EQUIVALENTS
Bank current accounts are either non-interest bearing or interest bearing and yield income at the daily
bank interest rates.
The short-term deposits are made for periods from one day to three months depending on the Group’s
cash requirements and yield income at the applicable prevailing interest rates.
For the purposes of the statement of cash flows, cash and cash equivalents consist of
:
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Cash and bank current accounts
101.598
104.823
6.141
8.338
Short term time deposits/investments
(cash equivalents)
768
2.516
0
0
Total
102.366
107.339
6.141
8.338
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
187
The Group and the Company has pledged a part of its short-term deposits to fulfil collateral requirements
amounting to € 9.067 thousand and € 5.029 thousand respectively (31.12.2021: € 8.253 thousand and €
4.567 thousand). Refer to Note
2.31.Β
for further details.
2.23 SHARE CAPITAL, TREASURY SHARES AND RESERVES
Share Capital
Total number of authorized shares
31/12/2022
31/12/2021
Ordinary shares of nominal value €0,30 each
371.337.000
152.261.721
Issued and fully paid shares
Number of Ordinary Shares
€’000
Balance December 31,2022
371.337.000
111.401
According to the decision of the Board of Directors of the Company dated 21.06.2022, pursuant to the
provisions of article 24 par. 1 (b) of Law 4548/2018 and by virtue of the authority granted to the Board of
Directors by the Extraordinary General Meeting of the Company's shareholders dated 23.05.2022,
inter
alia
, a resolution was made to increase the share capital of the Company by an amount of sixty six million
eight hundred forty thousand sixty four Euro and fifty cents (€ 66.840.064,50), with the issuance of
222.800.215 new, common, intangible, registered voting shares with a nominal value of 0,30 Euros each,
and at issue price fifty-eight cents of Euro (€ 0,58) for each New Share, with cash payment and with a pre-
emption right of the existing shareholders of the Company.
Following the completion of the Increase, the share capital of the Company amounted to one hundred and
eleven million four hundred and one thousand one hundred Euros (€111.401.100), divided into three
hundred and seventy-one million three hundred and thirty seven thousand (371.337.000) common,
registered shares with voting rights, with a nominal value of thirty Euro cents (€0,30) each.
Share Premium
Following the completion of the share capital increase mentioned above, the total raised funds of the
Increase amount to € 129.224.124,70. The total difference between the Selling Price and the nominal value
of the New Shares, total amount sixty-two million three hundred eighty-four thousand sixty Euros and
twenty cents (€ 62.384.060,20) will be credited to the “Share Premium” account.
The Share premium reserve was decreased by the expenses direct attributable to the share capital increase,
thus the total balance of the share premium amounted to € 62.081.366,01.
Treasury Shares
Share buyback program 29.05.2020 - 29.05.2022:
According to article 49, Law 4548/2018, article 4.1.4.2 of the regulation of ATHEX and based on the
resolution of the Shareholder’s Annual General Meeting which took place on the 29.05.2020, that a treasury
shares buy – back
program by the Company of up to 10% of its paid share capital, taking into account the
shares which had been acquired and held by the Company (in the amount of 9.200.033 treasury shares as
of 29.05.2020, that is 5,861% of its share capital), for a period of 24 months with effect from 29.05.2020
and until 29.05.2022, with a minimum price of €0,30 and maximum price of €12, is approved. It was
approved also that the treasury shares which will eventually be acquired may be distributed to its personnel
and/or to the personnel of Company’s affiliates and/or to be kept for future acquisition of shares in another
company.
INTRALOT, in accordance with the current legislation and its relevant announcement dated 13/04/2021
and 11/05/2021, informed that, by May 31, 2021, it completed the sale of 775.097 own shares, or 0,49%
of its total share capital, with an average selling price of €0,16 per share and a total value of €126.392,04.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
188
The Annual General Meeting of the Company’s shareholders that took place on June 29, 2021 decided the
reduction of the Company’s share capital by the amount of one million four hundred ten thousand euro
(€1.410.000,00) through the reduction of the total number of shares from 156.961.721 to 152.261.721
common registered shares, due to the cancellation of four million seven hundred thousand (4.700.000)
own common registered shares, with the amendment of article 5 of the Company’s Articles of Association.
The Extraordinary General Meeting of the Company’s shareholders that took place on May 17, 2022 decided
the cancellation of three million seven hundred twenty four thousand nine hundred thirty six (3.724.936)
own shares which have been acquired by the Company with a respective decrease of the Company’s share
capital by the amount of one million one hundred and seventeen thousand four hundred eighty Euros and
eighty cents (€1.117.480,80) and a relevant amendment of article 5 of the Company’s Articles of
Association relating to its Share Capital. INTRALOT, does not possess any own shares.
Reserves
Foreign exchange differences reserve
This reserve is used to report the exchange differences arising from the translation of foreign subsidiaries’
financial statements. The balance of this reserve in the Group on 31/12/2022 was €-102,7 million
(31/12/2021: €-96,9 million). The Group had a total net loss which was reported in the statement of
comprehensive income from the change in the fair value reserve during 2022 amounting to €7,5 million,
out of which loss of €5,8 million is attributable to the owners of the parent and a loss of €1,6 million to
non-controlling interest. The above total net loss for 2022 comes mainly effect of the reclassification of
foreign exchange translation reserve in the income statement in accordance with IFRS 10 principles and partly
to the negative fluctuation of USD, TRY and ARS against the EUR.
In 2022, an accumulated gain of €5.650 thousand was reclassified/recycled in the income statement (lines
“Exchange Differences” and "Profit / (loss) after tax from discontinued operations") from the reserve of
foreign exchange differences due to liquidation and sale of subsidiaries and associate companies.
Respectively, in 2021, an accumulated gain of €968 thousand was reclassified/recycled in the income
statement (lines “Exchange Differences” and "Profit / (loss) after tax from discontinued operations") from
the reserve of foreign exchange differences due to the liquidation and sale of subsidiaries and associate
companies.
The main exchange rates of abroad subsidiaries financial statements conversion were:
•
Statement of Financial Position
:
31/12/2022
31/12/2021
Change
EUR / USD
1,07
1,13
-5,3%
EUR / AUD
1,57
1,56
0,6%
EUR / TRY
19,96
15,23
31,1%
EUR / ARS
189,70
116,94
62,2%
•
Income Statement
:
AVG 1/1-
31/12/2022
AVG 1/1-
31/12/2021
Change
EUR / USD
1,05
1,18
-11,0%
EUR / AUD
1,52
1,57
-3,2%
EUR / TRY¹
19,96
10,51
89,9%
EUR / ARS ¹
189,70
116,94
62,2%
1
The Income Statement of 2022 and 2021 of the Group's subsidiaries operating in Argentina and in Turkey (only for 2022) was converted
at the closing rate of 31/12/2022 and 31/12/2021 instead of the Avg. 1/1-31/12/2022 and Avg.1/1-31/12/2021 pursuant to IAS 21,
paragraph 42a, for hyperinflationary economies.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
189
Other Reserves
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Statutory Reserve
23.716
24.309
15.896
15.896
Extraordinary Reserves
4.190
4.190
1.456
1.456
Tax Free and Specially Taxed Reserves
40.655
40.655
40.391
38.091
Treasury shares reserve
-760
-760
-760
-760
Actuarial differences reserve
27
-56
23
-46
Revaluation reserve
661
651
-109
-119
Total operations
68.488
68.989
56.897
54.518
Statutory reserve
Some of the Group companies are obliged, according to commercial laws in force in the country based, to
form a percentage of their annual net profit as reflected in their statutory books to a legal reserve. Under
Greek corporate law, companies are required to form at least 5% of their annual net profit as reflected in
their statutory books to a legal reserve until the aggregate amount of legal reserve reaches at least 1/3 of
the share capital. This reserve cannot be distributed during the Company's operation. Statutory reserve as
of 31 December 2022 amounts to €23,7 million for the Group and €15,9 million for the Company
(31/12/2021: €24,3 million and €15,9 million respectively).
Extraordinary Reserves
They concern among other, reserves formed under development laws, from the Company and certain
subsidiaries of the Group. For these reserves the tax liability has run out or permanently exempted from
taxation and therefore their distribution does not create further tax burden on the Group and Company.
Extraordinary reserves on 31 December 2022 amount to €4,2 million for the Group and €1,5 million for the
Company (31/12/2021: €4,2 million and €1,5 million respectively).
Tax free and specially taxed reserves
Tax-free and specially taxed reserves represent investment or development laws, and special laws reserves
and interest income, which are either tax free or taxed at 15% at source.
These revenues are not taxable provided that there are sufficient profits from which can be formed relative
untaxed reserves. According to the Greek tax legislation, these reserves are exempt from income tax,
provided they are not distributed to shareholders. The distribution of the balance of these reserves can
only occur following the approval of shareholders in a regular meeting and if the applicable taxation is paid.
The Group does not intend to distribute the balance of these reserves and therefore has not calculated the
tax liability that would arise from the distribution. Also the dividends received or received from resident
companies which have their registered office in another member state of the European Union, in which the
resident company participates within the meaning of article 11 of L.2578/1998, and the articles 48 & 63 of
(L.4172/2013) are exempt from taxation. The exempt amount is shown in a special reserve account
(POL.1007 / 2014), irrespective of the profitability or not. If this or any part of the reserve is distributed or
capitalized, the amount of the reserve is not added to earnings aggregated with other earnings. The balance
of the tax free and specially taxed reserves on 31 December 2022 was €40,7 million for the Group
(31/12/2021: €40,7 million) and €40,4 million for the Company (31/12/2021: €38,1 million).
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
190
Treasury shares reserve
It relates to profits or losses arising from the sale, re-issue or cancellation of treasury shares and amounted
to €-760 thousand for the Group and the Company on 31/12/2022 (31/12/2021: €-760 thousand).
Actuarial differences reserve
It concerns actuarial gains / losses arising from actuarial studies performed by the Group to its subsidiaries
for the various benefit plans to employees. The actuarial differences reserve on 31 December 2022 amount
to €27 thousand for the Group and €23 thousand for the Company (31/12/2021: €-56 thousand and €-46
thousand respectively).
Revaluation Reserve
It concerns changes in the fair value of assets through other comprehensive income amount on 31
December 2022 to €661 thousand for the Group and €-109 thousand for the Company (31/12/2021: €651
thousand and €-119 thousand respectively).
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
191
Analysis of changes in other comprehensive income by category of reserves
GROUP 1/1-31/12/2022
Actuarial
differences Reserve
Revaluation
Reserve
Foreign exchange
differences Reserve
Retained
Earnings
Total
Non-controlling
interest
Grand Total
Defined benefit plans revaluation for
subsidiaries and parent company
83
0
0
0
83
5
88
Valuation of assets measured at fair value
through other comprehensive income of
parent and subsidiaries
0
9
0
0
9
0
9
Foreign exchange differences on consolidation
of subsidiaries
0
0
-177
0
-177
-1.628
-1.805
Share of foreign exchange differences on
consolidation of associates and joint ventures
0
0
-5.692
0
-5.692
0
-5.692
Total operations
83
9
-5.869
0
-5.777
-1.623
-7.400
GROUP 1/1-31/12/2021
Actuarial
differences Reserve
Revaluation
Reserve
Foreign exchange
differences Reserve
Retained
Earnings
Total
Non-controlling
interest
Grand Total
Defined benefit plans revaluation for
subsidiaries and parent company
16
0
0
-2
14
-3
12
Revaluation of defined benefit plans of
associates and joint ventures
0
0
0
0
0
0
0
Valuation of assets measured at fair value
through other comprehensive income of
parent and subsidiaries
0
-50
0
0
-50
0
-50
Foreign exchange differences on
consolidation of subsidiaries
0
0
3.369
0
3.369
-1.582
1.787
Share of foreign exchange differences on
consolidation of associates and joint ventures
0
0
1.329
0
1.329
0
1.329
Total operations
16
-50
4.698
-2
4.663
-1.585
3.078
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
192
COMPANY 1/1-31/12/2022
Actuarial
differences
Reserve
Revaluation
Reserve
Total
Defined benefit plans revaluation
69
0
69
Valuation of assets measured at fair value
through other comprehensive income
0
10
10
Other comprehensive income /
(expenses) after tax
69
10
79
COMPANY 1/1-31/12/2021
Actuarial differences
Reserve
Revaluation
Reserve
Total
Defined benefit plans revaluation
20
0
20
Valuation of assets measured at fair value
through other comprehensive income
0
41
41
Other comprehensive income /
(expenses) after tax
20
41
61
2.24 DIVIDENDS
Declared dividends of ordinary shares:
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Final dividend of 2020
0
4.318
0
0
Final dividend of 2021
4.662
688
0
0
First dividend of 2022
0
0
0
0
Dividend per statement of changes in
equity
4.662
5.006
0
0
Paid Dividends on ordinary shares:
During 2022 dividends paid on ordinary shares, aggregated € 3.689 thousand (2021: € 6.479 thousand).
2.25 DEBT
Long-term loans and lease liabilities:
GROUP
COMPANY
Currency
Interest
rate
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Facility B (€500,0 million)
EUR
5,25%
502.845
500.266
0
0
Facility SSN ($242,1 million)
EUR
7,09% -
8,87%
0
220.500
0
0
Extra Facility ($11,9 million)
EUR
7,09% -
8,87%
0
10.866
0
0
Supplemental Indenture (€2,1
million)
EUR
0,001%
2.073
2.073
0
0
Bank Loan ($ 230 million)
EUR
Floating rate
211.190
0
0
0
Revolving Credit Facility
EUR
Floating rate
4.168
0
0
0
Intercompany Loans
EUR
-
0
0
268.698
252.678
Other
EUR
-
1.681
3.286
0
0
Total Loans (long-term and
short
-term) before
repurchasing
721.957
736.991
268.698
252.678
Less: Payable during the next year
-17.774
-13.678
-1.389
-2.253
Repurchase of Facility B
-145.254
-144.509
0
0
Long-term loans after
repurchasing
558.929
578.805
267.309
250.425
Long-term lease liabilities ¹
11.424
9.179
423
519
Total long-term debt (loans
and lease liabilities)
570.353
587.984
267.732
250.944
1
In the Group and the Company on 31/12/2022 included Long-term lease liabilities from other related parties amount
to €5.360 thousand and €154 thousand respectively (note
2.31.
Ε
).
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
193
Short-term loans and lease liabilities:
GROUP
COMPANY
Currency
Interest
rate
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Facility B (€500,0 million)
EUR
5,25%
6.996
6.847
0
0
Facility SSN ($242,1 million)
EUR
7,09% -
8,87%
0
6.733
0
0
Extra Facility ($11,9 million)
EUR
7,09% -
8,87%
0
332
0
0
Supplemental Indenture (€2,1
million)
EUR
0,001%
0
0
0
0
Bank Loan ($ 230 million)
EUR
Floating
rate
11.842
0
0
0
Revolving Credit Facility
EUR
Floating
rate
23
0
0
0
Other
EUR
-
868
1.744
1.389
2.253
Short-term loans before
repurchasing
19.729
15.656
1.389
2.253
Repurchasing Facility B
-1.955
-1.978
0
0
Short-term loans after
repurchasing
17.774
13.678
1.389
2.253
Short-term lease liabilities ¹
4.698
2.857
301
269
Total short-term debt
(loans and lease
liabilities)
22.472
16.535
1.690
2.522
1
In the Group and the Company as at 31/12/2022 included Short-term lease liabilities from other related parties amount to €281
thousand and €77 thousand respectively (note
2.31.
Ε
).
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Total debt (loans and lease liabilities)
592.825
604.519
269.422
253.466
•
Facility B: In September 2017, Intralot Capital Luxembourg issued Senior Notes with a nominal
value of €500,0 million, guaranteed by the parent company and subsidiaries of the Group, due 15
September 2024. The Notes were offered at an issue price of 100,000%. Interest is payable semi-
annually at an annual fixed nominal coupon of 5,25%. The Notes are trading on the Luxembourg
Stock Exchanges Euro MTF Market. The Notes bear the Group financial covenants for incurring
additional debt with respect to total Net Debt (senior) to EBITDA (EBITDA/ “Consolidated Cash
Flow”) (Senior Leverage ratio <3,75), and financial expenses coverage ratio (Fixed Charge
Coverage ratio >2,00). The Group proceeded to the repurchase of bonds from the open market
with nominal value of €5,0 million during 2018, as well as €21,2 million during the second half of
2019, forming the total outstanding nominal amount at €473,8 million. The Group finalized on
3/8/2021 the transfer of shares from Intralot Global Holdings B.V., amounting to 34,27% of the
share capital of Intralot US Securities B.V. (indirect parent of Intralot, Inc.), to the holders of
existing Notes of the Facility B with a nominal value of €118.240.000 who participated in the
exchange. Following the above procedure, these Notes came to the possession of Intralot Global
Holdings B.V.. So, the total outstanding nominal value of Facility B on 3/8/2021 came up to €355,6
million.
•
Facility SSN & Extra Facility: On August 3rd, 2021, New Notes (Facility SSN) with a nominal value
of $242.111.911 due September 2025 were issued by US based Intralot, Inc., in exchange for
existing Notes maturing in September 2021 with nominal value of €247.471.724,07
(corresponding to an 18% discount), which were then cancelled. At the same date, additional
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
194
notes (Extra Facility) with a nominal value of $11.931.000 due September 2025 were issued by
Intralot, Inc. in cash that were used for other corporate purposes. Interest is payable semi-
annually for both facilities at an annual fixed nominal coupon of 7,09% until 15/9/2023, 8,19%
from 15/9/2023 to 15/9/2024 and 8,87% from 15/9/2024 until 15/9/2025. The capital raised
from the new bank loan signed on 28/7/2022 (refer to paragraph below) from the subsidiary of
the Group, Intralot Inc, were utilized to repay the bonds ($254.042.911) maturing in 2025.
•
Bank Loan ($ 230 million) & RCF ($ 50 million): On July 28
th
2022, the US Subsidiary, Intralot,
Inc. signed a Credit Agreement with KeyBank National Association Inc. as Administrative Agent
and Issuing Lender and with a syndicate of US financial institutions for a 3-year Term Loan of
$230.000.000 plus a committed Revolving Credit Facility (RCF) of $50.000.000. The capital raised
were utilized to repay the bonds ($254.042.911) maturing in 2025. The new bank loans bear the
US Sub-group financial covenants for incurring additional debt with respect to the total Net Debt
(senior) to EBITDA (Net Leverage ratio <4 up to 30/3/2024 and <3,75 thereafter) and financial
expenses coverage ratio (Fixed Charge Coverage ratio >1,25). Both covenant ratios were in
compliance as of 31/12/2022.
•
Supplemental Indenture: On August 3
rd
, 2021, New Notes (Supplemental Indenture) with a
nominal value of €2,1 million due on September 15, 2050, were issued by Intralot Capital
Luxembourg, guaranteed by the parent company and subsidiaries of the Group.
The Group under the Senior Notes (Facility B) terms will be able to incur additional debt so long as
on an actual basis its consolidated fixed charge coverage ratio is at least 2,00 (31/12/2022: approx.
3,87) and will be able to incur additional senior debt as long as on an actual basis its
total Net Debt
(senior) to EBITDA consolidated (Senior leverage ratio) is not more than 3,75 (31/12/2022: approx.
3,67). Furthermore to the above, the Group can incur additional debt from specific baskets.
Additionally, the Group proceeded with the refinancing of Intralot Inc. debt with new bank financing
(Term Loan) maturing in 2025, the terms of which improve the access of the parent company to the
cash flows of the US subsidiary.
The new loan agreement signed with a consortium of six US financial
institutions also includes a revolving credit line (Revolver Facility) of $50 million, which will
significantly assist the Group's liquidity management.
The Company, the subsidiaries of the Group or other related parties, or agents on its or their behalf,
may from time-to-time purchase and/or re-sell bonds of the Group in one or more series of open-
market transactions from time to time. The Group does not intend to disclose the extent of any such
purchase or re-sale otherwise than in accordance with any legal or regulatory obligation the Group
may have to do so.
•
Other facilities:
Facility C: In February and March 2020 Intralot Global Holdings BV signed a loan agreement, with
relevant securities on financial assets, amounting up to €18 million as a revolving facility and
issuing bank letters of guarantee. Loan agreement bears a floating reference rate (relevant bank’s
cost of funding cost) plus a 1,65% margin. The above revolving facility has been fully paid as at
30/6/2021 and the in-force letters of guarantee amounted to €10,7 million.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
195
Maturity analysis of lease liabilities
GROUP
Minimum of
the lease
payments
Present value
of the
minimum lease
payments
Minimum of
the lease
payments
Present
value of the
minimum
lease
payments
31/12/2022
31/12/2022
31/12/2021
31/12/2021
Within 1 year
5.419
4.698
3.363
2.857
Between 2 and 5 years
9.133
8.175
7.241
6.421
Over 5 years
3.649
3.249
3.076
2.758
Minus: Interest
-2.079
0
-1.644
0
Total
16.122
16.122
12.036
12.036
COMPANY
Minimum of
the lease
payments
Present value
of the
minimum lease
payments
Minimum of
the lease
payments
Present
value of the
minimum
lease
payments
31/12/2022
31/12/2022
31/12/2021
31/12/2021
Within 1 year
336
301
308
269
Between 2 and 5 years
447
423
556
519
Over 5 years
0
0
0
0
Minus: Interest
-59
0
-76
0
Total
724
724
788
788
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
196
Reconciliation of liabilities arising from financing activities:
Non-cash adjustments
Group
BALANCE
Cash
flows
Accrued
interest
Foreign exchange
differences & IAS
29 effect
Transfers
Impact from
debt
restructuring
Purchases of
fixed assets
under
leases/contract
cancellation
Change of
consolidation
method &
other transfers
BALANCE
31/12/2021
31/12/2022
Long term loans
578.805
198.258
37.001
-9.810
-245.324
0
0
0
558.929
Short term loans
13.678
-266.226
79
24.919
245.324
0
0
0
17.774
Long term lease liabilities
9.179
-3.160
1.194
243
332
0
3.636
0
11.424
Short term lease liabilities
2.857
-116
0
-50
-288
0
2.295
0
4.698
Total liabilities from financing
activities
604.519
-71.244
38.274
15.302
44
0
5.931
0
592.825
Non-cash adjustments
Group
BALANCE
Cash flows
Accrued interest
Foreign exchange
differences & IAS
29 effect
Transfers
Impact from
debt
restructuring
Purchases of
fixed assets
under
leases/contract
cancellation
Change of
consolidation
method & other
transfers
BALANCE
31/12/2020
31/12/2021
Long term loans
468.695
-14.057
31.778
10.947
-7.252
88.694
0
0
578.805
Short term loans
272.032
-38.942
24.394
146
7.252
-251.204
0
0
13.678
Long term lease liabilities
7.469
-4.190
564
334
-223
0
5.226
0
9.179
Short term lease liabilities
2.882
-285
3
49
233
0
0
-25
2.857
Total liabilities from
financing activities
751.078
-57.474
56.739
11.476
10
-162.510
5.226
-25
604.519
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
197
Maturity of long-term debt:
Long term loans after repurchases:
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
From 1 to 5 years
574.630
590.410
267.309
250.425
More than 5 years
2.073
2.073
0
0
Total
576.703
592.483
267.309
250.425
Long term lease liabilities:
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
From 1 to 5 years
8.176
6.421
423
519
More than 5 years
3.249
2.758
0
0
Total
11.425
9.179
423
519
Total debt is classified as below in relation to the issue currency:
Long term loans after repurchases:
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Loans in EUR
354.623
352.961
267.309
250.425
Loans in USD
204.306
225.843
0
0
Loans in BGL
0
0
0
0
Total
558.929
578.804
267.309
250.425
Long term lease liabilities:
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Leases in EUR
673
860
423
519
Leases in USD
9.455
7.507
0
0
Leases in BGL
0
0
0
0
Leases in NZD
163
249
0
0
Leases in AUD
443
27
0
0
Leases in MAD
0
48
0
0
Leases in ARS
93
20
0
0
Leases in TRY
561
402
0
0
Leases in BRL
35
65
0
0
Total
11.423
9.178
423
519
Short term loans after repurchases:
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Loans in EUR
5.055
4.869
0
0
Loans in USD
12.700
8.782
0
0
Loans in TRY
20
27
0
0
Total
17.775
13.678
0
0
Short term lease liabilities:
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Leases in EUR
680
713
301
269
Leases in USD
3.137
1.220
0
0
Leases in MAD
45
139
0
0
Leases in NZD
91
92
0
0
Leases in AUD
212
313
0
0
Leases in ARS
77
168
0
0
Leases in CLP
23
19
0
0
Leases in TRY
376
147
0
0
Leases in BRL
57
46
0
0
Total
4.698
2.857
301
269
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
198
2.26 STAFF RETIREMENT INDEMNITIES
(a)
State Insurance Programs:
The
Group’s contributions to the State insurance funds for the year ended 31 December 2022 that were
reported in the year’s expenses amount to € €9.630 thousand as stated in note
2.4
.
(b)
Insurance Programs in USA:
The US Subsidiaries have a defined contribution plan ("The Intralot USA 401 (k) Plan") under Section
401 (k) of the Internal Revenue Code, which covers virtually all their full-time employees. The program
requires matching contributions up to 6% of employees' salaries, and there is a provision for additional
contributions that are at the discretion of the Board of Directors. The Group's subsidiaries in the US
incurred expenses related to the above program, which in 2022 amounted to €1.734 thousand (2021:
€1.492 thousand) and are included under "Other staff costs" in note
2.4
. On retirement, "The Intralot
USA 401 (k) Plan" is responsible for paying employees' retirement benefits. Consequently, the Group
has no legal or constructive obligation to pay future benefits under this plan.
(c)
Staff Retirement Indemnities:
According to Greek Labor Law, employees are entitled to indemnity on dismissal or retirement, the
amount of which varies depending on the years of service, salary level and the way the employee leaves
employment (dismissal or retirement). Employees that resign or are dismissed for legally valid reasons
are not indemnified. The indemnity payable on retirement is 40% of the amount that would have been
payable to the same employee on dismissal on the same day (retirement date). In Greece, based on
customary practice these programs are not funded. The Group charges to the income statement the
expense attributable to the service provided by employees in the year, with a corresponding increase in
the provision for staff retirement indemnities. Any payments made to retiring employees, are set against
the related provision.
Independent actuaries calculated the Company’s and the Group’s liability for retirement indemnities.
The movement of the net liability as presented in the financial position, details and the basic assumptions
used in the actuarial study as of 31 December 2022 are as follows
:
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
199
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Present Value of unfunded liability
1.411
1.354
1.153
1.176
Reconsideration of opening balance from IAS 19 effect
0
0
0
0
Unrecognized actuarial losses
0
0
0
0
Net liability on the financial position
1.411
1.354
1.153
1.176
Components of the net retirement cost in the year:
Current service cost
207
214
143
168
Finance cost
22
21
7
7
Effect of cutting / settlement / termination benefits
371
1.361
240
1.253
Intragroup staff transfer
0
0
-43
-11
Debit to income statement (Note2.4)- (total operations)
600
1.596
347
1.417
Additional service cost
0
0
0
0
Total charge to income statement
600
1.596
347
1.417
Actuarial (gains) / losses recognized in other comprehensive income
(before deferred tax)
-112
-10
-88
-16
Deferred tax attributable to actuarial (gains)/losses
23
-2
19
-4
Total debit/(credit) / losses in other comprehensive income
-88
-11
-69
-21
Reconciliation of benefit liabilities:
Net liability at beginning of year
1.354
1.389
1.176
1.168
Revaluation from reconsideration of IAS 19
0
0
0
0
Service cost
207
214
143
168
Finance cost
22
21
7
7
Effect of cutting / settlement / termination benefits
371
1.361
240
1.253
Benefits paid
-421
-1.590
-281
-1.392
Intragroup staff transfer
0
0
-43
-11
Disposal of subsidiary
0
0
0
0
Actuarial (gains) / losses
-112
-10
-88
-16
Exchange differences
-10
-32
0
0
Present Value of the liability at end of year
1.411
1.353
1.154
1.177
Basic assumptions:
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Discount rate
2,80%
0,60%
2,80%
0,60%
Percentage of annual salary increases
2,20%
1,94%
2,20%
1,80%
Increase in Consumer Price Index
2,20%
1,86%
2,20%
1,80%
Sensitivity analysis for the most important assumptions on 31/12/2022:
Effect on current service cost
GROUP
COMPANY
increase 0,5%
decrease 0,5%
increase 0,5%
decrease 0,5%
Discount rate
-7
8
-6
6
Percentage of annual salary increases
6
-6
5
-5
Effect on present value of liability
GROUP
COMPANY
increase 0,5%
decrease 0,5%
increase 0,5%
decrease 0,5%
Discount rate
-37
38
-30
32
Percentage of annual salary increases
33
-32
27
-27
Analysis of Actuarial (gains) / losses in other comprehensive income (before deferred tax):
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Change in economic assumptions
-147
9
-122
7
Change in demographic assumptions
0
0
0
0
Change due to experience and other assumptions
change
35
-19
33
-23
Actuarial (gains) / losses in other
comprehensive income (before deferred tax)
-112
-11
-89
-16
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
200
2.27 SHARED BASED BENEFITS
The Group had no active option plan during 2022.
2.28 OTHER LONG-TERM LIABILITIES
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Deferred Income
353
650
0
0
Other liabilities
561
466
0
0
Guarantees
36
36
36
36
Total
950
1.152
36
36
2.29 TRADE AND OTHER CURRENT LIABILITES
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Creditors
42.794
55.557
3.354
4.279
Amounts due to related parties (Note
2.31.E
)
3.572
3.410
33.346
32.186
Winnings payable
155
2.298
0
0
Other creditors
14.604
9.792
1.286
821
Deferred Income
5.063
6.569
1.793
2.547
Accrued expenses for the period
2.373
2.365
666
766
Taxes
9.689
9.177
912
883
Dividends payable
0
0
0
0
Total
78.251
89.169
41.357
41.482
The maturity of short-term and long-term liabilities is as follows:
PAYABLES
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Creditors
42.794
55.557
3.354
4.279
Payable to related parties (note
2.31.E
)
3.572
3.410
33.346
32.186
Other payables
32.836
31.354
4.693
5.052
Total
79.202
90.321
41.393
41.518
MATURITY INFORMATION
0-3 months
52.981
52.898
0
651
3-12 months
25.270
36.271
41.357
40.831
More than 1 year
950
1.152
36
36
Total
79.202
90.321
41.393
41.518
2.30 FINANCIAL ASSETS AND LIABILITIES
The financial assets and liabilities of the Group, excluding cash and cash equivalents are analyzed as
follows:
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
201
31/12/2022
GROUP
Financial assets:
Debt instruments
at amortized cost
Equity
instruments at
fair value
through other
comprehensive
income
Derivative
financial assets
at fair value
through other
comprehensive
income
Total
Trade receivables
57.253
0
0
57.253
Provisions for doubtful receivables
-10.219
0
0
-10.219
Receivables from related parties
13.259
0
0
13.259
Provisions for doubtful receivables from related parties
-244
0
0
-244
Pledged bank deposits
9.067
0
0
9.067
Οther receivable
33.413
0
0
33.413
Provisions for doubtful receivables (other receivable)
-3.971
0
0
-3.971
Other quoted financial assets
10
85
0
95
Total
98.568
85
0
98.653
Long-term
27.541
85
0
27.626
Short-term
71.026
0
0
71.026
Total
98.567
85
0
98.652
31/12/2022
GROUP
Financial liabilities:
Financial liabilities
measured at
amortized cost
Financial liabilities at
fair value through
profit and loss
Financial liabilities at fair
value through other
comprehensive income
Total
Creditors
42.794
0
0
42.794
Payables to related parties
3.572
0
0
3.572
Other liabilities
17.730
0
0
17.730
Borrowing and lease liabilities
592.825
0
0
592.825
Total
656.921
0
0
656.921
Long-term
570.950
0
0
570.950
Short-term
85.971
0
0
85.971
Total
656.921
0
0
656.921
31/12/2021
GROUP
Financial liabilities:
Financial liabilities
measured at
amortized cost
Financial liabilities
at fair value through
profit and loss
Financial liabilities at
fair value through other
comprehensive income
Total
Creditors
55.557
0
0
55.557
Payables to related parties
3.410
0
0
3.410
Other liabilities
14.957
0
0
14.957
Borrowing and lease liabilities
604.519
0
0
604.519
Total
678.443
0
0
678.443
Long-term
588.486
0
0
588.486
Short-term
89.957
0
0
89.957
Total
678.443
0
0
678.443
31/12/2021
GROUP
Financial assets:
Debt instruments
at amortized cost
Equity
instruments at
fair value
through other
comprehensive
income
Derivative
financial assets
at fair value
through other
comprehensive
income
Total
Trade receivables
51.939
0
0
51.939
Provisions for doubtful receivables
-10.730
0
0
-10.730
Receivables from related parties
17.316
0
0
17.316
Provisions for doubtful receivables from related parties
-6.097
0
0
-6.097
Pledged bank deposits
8.378
0
0
8.378
Οther receivable
34.114
0
0
34.114
Provisions for doubtful receivables (other receivable)
-1.465
0
0
-1.465
Other quoted financial assets
28
81
0
110
Total
93.483
81
0
93.565
Long-term
29.219
81
0
29.300
Short-term
64.264
0
0
64.264
Total
93.483
81
0
93.565
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
202
Below is the analysis of the financial assets and liabilities of the Company excluding cash and cash
equivalents:
31/12/2021
COMPANY
Financial assets:
Debt instruments
at amortized cost
Equity
instruments at
fair value
through other
comprehensive
income
Derivative
financial assets
at fair value
through other
comprehensive
income
Total
Trade receivables
10.264
0
0
10.264
Provisions for doubtful receivables
-7.312
0
0
-7.312
Receivables from related parties
55.615
0
0
55.615
Provisions for doubtful receivables from related parties
-6.318
0
0
-6.318
Pledged bank deposits
4.657
0
0
4.657
Οther receivable
29.759
0
0
29.759
Provisions for doubtful receivables (other receivable)
-778
0
0
-778
Other quoted financial assets
0
80
0
80
Total
85.888
80
0
85.967
Long-term
27.282
80
0
27.362
Short-term
58.606
0
0
58.606
Total
85.888
80
0
85.968
31/12/2022
COMPANY
Financial liabilities:
Financial liabilities
measured at
amortized cost
Financial liabilities at
fair value through
profit and loss
Financial liabilities at
fair value through other
comprehensive income
Total
Creditors
3.354
0
0
3.354
Payables to related parties
33.346
0
0
33.346
Other liabilities
1.988
0
0
1.988
Borrowing and lease liabilities
269.422
0
0
269.422
Total
308.110
0
0
308.110
Long-term
267.768
0
0
267.768
Short-term
40.342
0
0
40.342
Total
308.110
0
0
308.110
31/12/2021
COMPANY
Financial liabilities:
Financial liabilities
measured at
amortized cost
Financial liabilities at
fair value through
profit and loss
Financial liabilities at
fair value through other
comprehensive income
Total
Creditors
4.279
0
0
4.279
Payables to related parties
32.186
0
0
32.186
Other liabilities
1.623
0
0
1.623
Borrowing and lease liabilities
253.467
0
0
253.467
Total
291.554
0
0
291.554
Long-term
250.981
0
0
250.981
Short-term
40.574
0
0
40.574
Total
291.555
0
0
291.555
31/12/2022
COMPANY
Financial assets:
Debt instruments
at amortized cost
Equity
instruments at
fair value
through other
comprehensive
income
Derivative
financial assets
at fair value
through other
comprehensive
income
Total
Trade receivables
11.221
0
0
11.221
Provisions for doubtful receivables
-7.759
0
0
-7.759
Receivables from related parties
61.225
0
0
61.225
Provisions for doubtful receivables from related parties
-463
0
0
-463
Pledged bank deposits
5.029
0
0
5.029
Οther receivable
30.083
0
0
30.083
Provisions for doubtful receivables (other receivable)
-1.838
0
0
-1.838
Other quoted financial assets
0
84
0
84
Total
97.498
84
0
97.582
Long-term
26.452
84
0
26.536
Short-term
71.046
0
0
71.046
Total
97.498
84
0
97.582
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
203
Estimated fair value
Below is a comparison by category of carrying amounts and fair values of financial assets and
liabilities of the Group and the Company as of December 31, 2022 and December 31, 2021:
Financial Assets
GROUP
Carrying
Amount
Carrying
Amount
Fair Value
Fair Value
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Other long-term financial assets - classified as "equity
instruments at fair value through other comprehensive
income "
85
81
85
81
Other long-term financial assets - classified as "debt
instruments at fair value at amortized cost"
2
16
2
16
Other long-term receivables
27.539
29.203
27.539
29.203
Trade and other short-term receivables
71.018
64.251
71.018
64.251
Other short-term financial assets - classified as “debt
instruments at amortized cost”
8
13
8
13
Cash and cash equivalents
102.366
107.339
102.366
107.339
Total
201.018
200.903
201.018
200.903
Financial Assets
COMPANY
Carrying
Amount
Carrying
Amount
Fair Value
Fair Value
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Other long-term financial assets - classified as "equity
instruments at fair value through other comprehensive
income "
84
80
84
80
Other long-term receivables
26.452
27.282
26.452
27.282
Trade and other short-term receivables
71.046
58.606
71.046
58.606
Cash and cash equivalents
6.141
8.338
6.141
8.338
Total
103.723
94.306
103.723
94.306
Financial Liabilities
GROUP
Carrying Amount
Carrying Amount
Fair Value
Fair Value
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Long-term loans
558.929
578.805
526.958
543.383
Other long-term liabilities
597
502
597
502
Long-term lease liabilities
11.424
9.179
11.424
9.179
Trade and other short-term payables
63.499
73.422
63.499
73.422
Short-term loans and lease liabilities
22.472
16.535
22.019
16.116
Total
656.921
678.443
624.497
642.601
Financial Liabilities
COMPANY
Carrying Amount
Carrying Amount
Fair Value
Fair Value
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Long-term loans
267.309
250.425
267.309
250.425
Other long-term liabilities
36
36
36
36
Long-term lease liabilities
423
519
423
519
Trade and other short-term payables
38.652
38.052
38.652
38.052
Short-term loans and lease liabilities
1.690
2.522
1.690
2.522
Total
308.110
291.554
308.110
291.554
The management estimated that the carrying value of cash and cash equivalents, trade and other
receivables, trade and other payables approximates their fair value, primarily because of their
short-term maturities.
Fair value hierarchy
The Group classifies fair value measurements using a fair value hierarchy that reflects the significance
of the inputs used in making these measurements. The levels of the fair value hierarchy are as follows:
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
204
Level 1: official quoted prices (unadjusted) in markets with significant volume of transactions for similar
assets or liabilities
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
The Group and the Company held on 31/12/2022 the following assets and liabilities measured at fair
value:
GROUP
Fair Value
Fair value hierarchy
31/12/2022
Level 1
Level 2
Level 3
Financial assets measured at fair value
Other financial assets classified as “equity instruments at
fair value through other comprehensive income”
85
85
0
0
- Quoted securities
85
85
0
0
- Unquoted securities
0
0
0
0
Other financial assets classified as “debt instruments at
amortized cost”
10
0
0
10
- Quoted securities
10
0
0
10
- Unquoted securities
0
0
0
0
Derivative financial instruments
0
0
0
0
Financial liabilities measured at fair value
Derivative financial instruments
0
0
0
0
COMPANY
Fair Value
Fair value hierarchy
31/12/2022
Level 1
Level 2
Level 3
Financial assets measured at fair value
Other financial assets classified as “equity instruments at
fair value through other comprehensive income”
84
84
0
0
- Quoted securities
84
84
0
0
- Unquoted securities
0
0
0
0
Derivative financial instruments
0
0
0
0
Financial liabilities measured at fair value
Derivative financial instruments
0
0
0
0
During 2022 there were no transfers between Level 1 and Level 2 of the fair value hierarchy, no transfers
to and from Level 3.
The Group and the Company held on 31/12/2021 the following assets and liabilities measured at fair
value:
GROUP
Fair Value
Fair value hierarchy
31/12/2021
Level 1
Level 2
Level 3
Financial assets measured at fair value
Other financial assets classified as “equity instruments at
fair value through other comprehensive income”
81
81
0
0
- Quoted securities
81
81
0
0
- Unquoted securities
0
0
0
0
Other financial assets classified as “debt instruments at
amortized cost”
28
0
0
28
- Quoted securities
28
0
0
28
- Unquoted securities
0
0
0
0
Derivative financial instruments
0
0
0
0
Financial liabilities measured at fair value
Derivative financial instruments
0
0
0
0
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
205
COMPANY
Fair Value
Fair value hierarchy
31/12/2021
Level 1
Level 2
Level 3
Financial assets measured at fair value
Other financial assets classified as “equity instruments at
fair value through other comprehensive income”
80
80
0
0
- Quoted securities
80
80
0
0
- Unquoted securities
0
0
0
0
Derivative financial instruments
0
0
0
0
Financial liabilities measured at fair value
Derivative financial instruments
0
0
0
0
During 2021 there were no transfers between Level 1 and Level 2 of the fair value hierarchy, no
transfers to and from Level 3.
Reconciliation for recurring fair value measurements classified in the 3rd level of the fair
value hierarchy:
Quoted securities
GROUP
COMPANY
Balance 31/12/2020
47
0
Fair value adjustment
0
0
Receipts
-13
0
Foreign exchange differences
-5
0
Balance 31/12/2021
29
0
Fair value adjustment
0
0
Receipts
-8
0
Exchange differences
-11
0
Balance 31/12/2022
10
0
Valuation methods and assumptions
The fair value of the financial assets and liabilities is the amount at which the asset could be sold or the
liability transferred in a current transaction between market participants, other than in a forced or
liquidation sale.
The following methods and assumptions are used to estimate the fair values:
•
Fair value of the quoted shares (classified as "equity instruments at fair value through other
comprehensive income") derives from quoted market closing prices in active markets at the
reporting date.
•
Fair value of the unquoted shares (classified as "equity instruments at fair value through other
comprehensive income") is estimated by reference to the current market value of another item
substantially similar or using a DCF model. The valuation through the DCF model requires
management to make certain assumptions about the model inputs, including forecast cash flows,
the discount rate, credit risk and volatility. The probabilities of the various estimates within the
range can be reasonably assessed and are used in management’s estimate of fair value for these
unquoted equity investments.
•
Fair value of the quoted bonds is based on price quotations at the reporting date. The fair value
of unquoted instruments, loans from banks and other financial liabilities, obligations under
leases, as well as other non-current financial liabilities is estimated by discounting future cash
flows using rates currently available for debt on similar terms, credit risk and remaining
maturities.
•
The Group uses derivative financial instruments such as forward currency contracts, interest rate
swaps, currency swaps and other derivatives in order to hedge risks related to interest rates and
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022
206
foreign currency fluctuations. Such derivative financial instruments are measured at fair value
at each reporting date. The fair value of these derivatives is measured mainly by reference of
the market value and is verified by the financial institutions.
Description of significant unobservable inputs to valuation:
The fair value of unquoted shares (classified as "equity instruments at fair value through other
comprehensive income") except that it is sensitive to a reasonably possible change in the forecast cash
flows and the discount rate, is also sensitive to a reasonably possible change in growth rates. The
valuation requires management to use unobservable inputs in the model, of which the most significant
are disclosed in the tables below. The management regularly assesses a range of reasonably possible
alternatives for those significant unobservable inputs and determines their impact on the total fair value.
Unquoted shares (classified as "equity instruments at fair value through other comprehensive
income")
On 31/12/2022 and 31/12/2021 the Group did not hold any unquoted shares (classified as “Equity
instruments valued at fair value through other comprehensive income”).
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
207
2.31 SUPPLEMENTARY INFORMATION
A. BUSINESS COMBINATION AND METHOD OF CONSOLIDATION
The companies included in the consolidation, with the relevant addresses and the relevant participation percentages are the following:
I. Full consolidation
Domicile
Nature of business
% Direct
Part’n
%
Indirect
Part’n
% Total
Part’n
INTRALOT S.A.
Peania, Greece
Holding company / Technology and
support services
Parent
Parent
-
3.
BETTING COMPANY S.A.
Peania, Greece
Technology and support services
95%
5%
100%
12.
BETTING CYPRUS LTD
Nicosia, Cyprus
Technology and support services
100%
100%
INTRALOT IBERIA HOLDINGS S.A.
Madrid, Spain
Holding company
100%
100%
8.
INTRALOT CHILE SPA
Santiago, Chile
Technology and support services
100%
100%
INTELTEK INTERNET AS
Istanbul, Turkey
Management contracts
100.00%
100%
BILYONER INTERAKTIF HIZMELTER AS GROUP
Istanbul, Turkey
Management contracts
50,01%
50,01%
INTRALOT MAROC S.A.
Casablanca, Morocco
Management contracts
99,83%
100%
INTRALOT INTERACTIVE S.A.
Peania, Greece
Technology and support services
100%
100%
INTRALOT GLOBAL SECURITIES B.V.
Amsterdam, Netherlands
Holding company
100%
100%
1.
INTRALOT CAPITAL LUXEMBOURG S.A.
Luxembourg, Luxembourg
Financial services
100%
100%
1,2,3,4.
INTRALOT GLOBAL HOLDINGS B.V.
Amsterdam, Netherlands
Holding company
99,98%
0,02%
100%
5.
INTRALOT US SECURITIES B.V.
Amsterdam, Netherlands
Holding company
100%
100%
9.
INTRALOT US HOLDINGS B.V.
Amsterdam, Netherlands
Holding company
100%
100%
10.
INTRALOT INC
Atlanta, USA
Technology and support services
100%
100%
11.
DC09 LLC
Wilmington, USA
Technology and support services
49%
49%
11.
INTRALOT TECH SINGLE MEMBER S.A.
Peania, Greece
Technology and support services
100%
100%
5.
INTRALOT AUSTRALIA PTY LTD
Melbourne, Australia
Technology and support services
100%
100%
7.
INTRALOT GAMING SERVICES PTY
Melbourne, Australia
Technology and support services
100%
100%
5.
INTRALOT NEDERLAND B.V.
Amsterdam, Netherlands
Technology and support services
100%
100%
13.
INTRALOT BENELUX B.V.
Amsterdam, Netherlands
Technology and support services
100%
100%
5.
LOTROM S.A.
Bucharest, Romania
Management contracts
84%
84%
5.
TECNO ACCION S.A.
Buenos Aires, Argentina
Technology and support services
50,01%
50,01%
5.
TECNO ACCION SALTA S.A.
Buenos Aires, Argentina
Licensed operations
50,01%
50,01%
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
208
I. Full consolidation
Domicile
Nature of business
% Direct
Part’n
%
Indirect
Part’n
% Total
Part’n
5.
MALTCO LOTTERIES LTD
Valetta, Malta
Licensed operations
73%
73%
5.
INTRALOT NEW ZEALAND LTD
Wellington, New Zealand
Technology and support services
100%
100%
5.
INTRALOT GERMANY GMBH
Munich, Germany
Technology and support services
100%
100%
5.
INTRALOT FINANCE UK LTD
Hertfordshire, United Kingdom
Financial services
100%
100%
5.
INTRALOT BETTING OPERATIONS (CYPRUS) LTD
Nicosia, Cyprus
Holding company
54,95%
54,95%
5,6.
ROYAL HIGHGATE LTD
Nicosia, Cyprus
Licensed operations
35,08%
35,08%
5.
INTRALOT IRELAND LTD
Dublin, Ireland
Technology and support services
100%
100%
5.
INTRALOT GLOBAL OPERATIONS B.V.
Amsterdam, Netherland
Technology and support services
100%
100%
5.
BIT8 LTD
Valletta, Malta
Technology and support services
100%
100%
5.
INTRALOT ADRIATIC DOO
Zagreb, Croatia
Technology and support services
100%
100%
5.
INTRALOT BETCO EOOD
Sofia, Bulgaria
Technology and support services
100%
100%
5.
INTRALOT CYPRUS GLOBAL ASSETS LTD
Nicosia, Cyprus
Holding company
100%
100%
ΙΝTRALOT HOLDINGS INTERNATIONAL LTD
Nicosia, Cyprus
Holding company
100%
100%
2.
INTRALOT INTERNATIONAL LTD
Nicosia, Cyprus
Technology and support services
100%
100%
3.
INTRALOT OPERATIONS LTD
Nicosia, Cyprus
Technology and support services
100%
100%
2,4.
NETMAN SRL
Bucharest, Romania
Management contracts
100%
100%
2.
INTRALOT BUSINESS DEVELOPMENT LTD
Nicosia, Cyprus
Technology and support services
100%
100%
2,4.
GAMING SOLUTIONS INTERNATIONAL SAC
Lima, Peru
Licensed operations
100%
100%
The standalone annual financial statements of the most important subsidiaries of the Group (not listed on a stock exchange) are posted on the INTRALOT
website (
) pursuant to article 1 of the Board of Directors' decision 8/754/14.04.2016 of the Hellenic Capital Market Commission.
On 31/12/202, the Group or its subsidiaries did not have any significant contractual or statutory restrictions on their ability to access or use the assets and
settle the liabilities of the Group.
II. Equity method
Domicile
Nature of business
% Direct
Part’n
%
Indirect
Part’n
% Total
Part’n
LOTRICH INFORMATION Co LTD
Taipei, Taiwan
Technology and support services
40%
40%
INTRALOT SOUTH AFRICA LTD
Johannesburg, S. Africa
Technology and support services
45%
45%
5.
KARENIA ENTERPRISES COMPANY LTD
Nicosia, Cyprus
Holding company
50%
50%
Subsidiary of the company:
1: Intralot Global Securities B.V.
6: Intralot Betting Operations (Cyprus)
LTD
11:
Intralot Inc
2: Intralot Holdings International LTD
7: Intralot Australia PTY LTD
12: Betting Company S.A.
3: Intralot International LTD
8: Intralot Iberia Holdings S.A.
13:
Intralot Nederland B.V.
4: Intralot Operations LTD
9: Intralot US Securities B.V.
5: Intralot Global Holdings B.V.
10: Intralot US Holdings B.V.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
209
III. Acquisitions
The Group did not proceed to any acquisition of new entities for 2022.
IV. New Companies of the Group
The Group did not proceed in establishing new entities during 2022.
V. Changes in ownership percentage / Consolidation method change
On 28/7/2022, the Group purchased through its wholly owned Dutch subsidiary “Intralot Global Holdings
B.V.” (IGH) 33.227.256 ordinary shares (or 33,23%) in “Intralot US Securities B.V.” from their current
holders for a price of €3,65 per share (ie. €121.279.484,40 in total). “Intralot US Securities B.V.” holds
indirectly 100% of the shares of “Intralot, Inc.” a US (Georgia) corporation. The remaining 1.043.424
shares (or 1,04%) of “Intralot US Securities B.V.” were purchased by IGH for the same price per share
pursuant to the "drag-along" provisions of the Joint Venture Agreement in effect since Aug 3, 2021, a
few days later, bringing the controlling share of the Intralot Group in “Intralot Inc.” to 100%.
VI. Subsidiaries’ Share Capital Increase
On 26/7/2022, the Company increased its share capital by an amount of sixty six million eight hundred
forty thousand sixty four Euro and fifty cents (€ 66.840.064,50), with the issuance of 222.800.215 new,
common, intangible, registered voting shares with a nominal value of 0,30 Euros each, and at issue
price fifty-eight cents of Euro (€ 0,58) for each New Share, with cash payment and with a pre-emption
right of the existing shareholders of the Company.
VII. Strike off - Disposal of Group Companies
The Group completed the liquidation of Intralot de Mexico LTD (March 2022), Intralot Services S.A.
(June 2022), Uniclic Ltd (January 2022) and Intralot Jamaica Ltd (June 2022) during 2022. The entities
Gaming Solutions International SAC and Bit8 Ltd are under liquidation process.
VIII. Discontinued Operations
A) Poland
On March 26, 2019, INTRALOT Group announced that it has reached an agreement with Merkur
Sportwetten GmbH, a subsidiary of the Gauselmann Group based in Espelkamp, Germany to take over
the renowned sports betting company Totolotek S.A. – an INTRALOT subsidiary in Poland. The
aforementioned subsidiary is presented in the geographic operating segment "European Union" (note
2.2
).
Since, 31/3/2019 the Group's above activities in Poland were classified as assets held for sale and
discontinued operations pursuant to IFRS 5. The transfer of Totolotek S.A. shares was completed at the
end of April 2019 and the Group consolidated it by 30/4/2019.
The final consideration for the disposal
of Totolotek S.A. amounted to approximately €8,0 millions, including the contingent consideration, in
case of meeting certain terms and requirements within 2 years, amounting to approximately €1,8
millions on a discounted basis (€2,0 millions in future value). From the above consideration amount
approximately €5,5 millions was paid in the first six-months of 2019 and amount approximately €0,8
million in July 2019. On 31/12/2021 the Group recognized a loss of €996 thousand from the non-
collection of contingent consideration of Totolotek S.A. disposal, since the relevant terms and
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
210
requirements were not met. The above loss is presented in the Income Statement of the Group (line
"Profit / (loss) after taxes from discontinued operations").
B) Peru
On February 2021 INTRALOT announced that it has reached a binding agreement with Nexus Group in
Peru to sell its entire stake of 20% in Intralot de Peru SAC, an associate of INTRALOT Group, which is
consolidated through the Equity method, for a cash consideration of $21millions (twenty-one million
USD). In addition, the Company has signed a three-year extension of its current contract with Intralot
de Peru SAC through 2024, to continue to provide its gaming technology and support services.
The
above associate company is presented under the geographical segment "America" (note
2.2
). From
31/12/2020 the above activities of the Group in Peru were classified as discontinued operations pursuant
to IFRS 5 par.8.. Meanwhile, the Group’s investment to Intralot de Peru SAC was classified as at
31/12/2020 to “Assets held for sale”.
The above transaction was completed within February 2021 and the net price after taxes and transaction
costs amounted to $16,2 million (€13,3 millions).
Below are presented the results of the Group's discontinued operations in Peru (Intralot de Peru SAC)
for the periods 1/1-31/1/2021 (during 2021 consolidated under the equity method until 31/1/2021):
1/1-
31/1/2021
Gains / (losses) from consolidations under the equity method
155
Profit / (loss) before taxes
155
Income Tax
0
155
Gain/(loss) from disposal of discontinued operations
1.129
Relevant taxes
-1.332
Expenses and exchange differences occurred from sale
-197
Reclassification of exchange differences reserve to Income
Statement
-637
Gain/(loss) after taxes from discontinued operations
-882
Attributable to:
Equity holders of the parent Company
-882
Non-controlling interest
0
Below are presented the net cash flows of the discontinued operations of the associate Intralot de Peru
SAC. on a consolidated level:
1/1-
31/1/2021
Operating activities
0
Investing activities
13.309
Financing activities
0
Effect from exchange differences
0
Net increase / (decrease) in cash and cash equivalents for
the period
13.309
C) Brazil
On May, 2021, INTRALOT announced that it has reached a binding agreement with “SAGA
CONSULTORIA E REPRESENTAÇÕES COMERCIAIS E EMPRESARIAIS” (“SAGA”) in Brazil to sell its entire
stake in “Intralot do Brasil Comércio de Equipamentos e Programas de Computador LTDA” (“Intralot do
Brasil”), representing 80% of the company’s voting capital. SAGA is the only other shareholder of
“Intralot do Brasil” holding 20% of the company. INTRALOT will continue to provide its gaming
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
211
technology to “Intralot do Brasil” following closing of the transaction. The total cash consideration for
the stake sale amounts to EUR 700 thousand (seven hundred thousand EUR). “Intralot do Brasil” owes
by 100% OLTP Ltda subsidiary. The aforementioned subsidiary is presented in the geographic operating
segment "America(note
2.2
). Since 31/5/2021 the above activities of the Group in Brazil were classified
as discontinued operations.
The above consideration was paid by €500 thousand within the second half of 2021 and the remaining
amount was paid during the first quarter of 2022. The Group's net assets held for sale (including non-
controlling interest rights and foreign exchange reserve) in Brazil amounted to €8,0 millions as at
31/5/2021 forming a gross loss from disposal of discontinued operations to €7,3 millions. Subtracting
the exchange differences that were reclassified from foreign exchange differences reserve to Group’s
income statement, the net loss from disposal of discontinued operations amounted to €6,7 millions,
which are presented in Group’s Income Statement (line "Profit / (loss) after taxes from discontinued
operations").
The net cash outflow of the Group during the first half of 2021 from Sale of discontinued operations in
Brazil amounted to €0,5 million, consisting of the derecognition of Intralot do Brazil Ltda cash.
Below are presented the results of the Group's discontinued operations in Brazil (Intralot dο
Brazil Ltda
and OLTP Ltda) for the period 1/1- 31/5/2021 (in 2021 were consolidated through full consolidation
method until 31/5/2021):
1/1-31/5/2021
Sale proceeds
7.225
Expenses
-7.321
Other operating income
47
Other operating expenses
-567
Profit / (loss) before taxes, financing and investing results (EBIT)
-616
Profit / (loss) before taxes, financing, investing results and depreciation
(EBITDA)
-431
Income / (expense) from participations and investments
0
Gain/(loss) from assets disposal, impairment loss and write-off of assets
0
Interest and similar expenses
-22
Interest and similar income
4
Exchange Differences
-1
Profit / (loss) before taxes
-635
Income Tax
0
-635
Gain/(loss) from disposal of discontinued operations
-7.306
Relevant taxes
0
Reclassification of exchange differences reserve to Income Statement
595
Gain/(loss) after taxes from discontinued operations
-7.346
Attributable to:
Equity holders of the parent Company
-7.215
Non-controlling interest
-131
D) Taiwan
On April 2022, the Group proceeded with the sale of the GoReward LtD group through its subsidiaries
in Cyprus, INTRALOT INTERNATIONAL LTD and INTRALOT HOLDINGS INTERNATIONAL LTD, which held
the Group's entire shareholding (38,84%). The total price from the sale of the participation amounts to
Euro 170 thousand and has been collected entirely within June 2022.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
212
Below are presented the earnings / (losses) after taxes per share of the Group's discontinued operations
from the subsidiaries of the Group in Brazil (Intralot do Brazil Ltda, OLTP Ltda), Peru (Intralot de Peru
SAC) and Taiwan (GoReward Ltd):
IX. Companies merge
The Group didn’t absorb any company during 2022.
X. Material partly owned subsidiaries
Provided below is financial information regarding subsidiaries which have significant non-controlling
interests:
Proportion of equity interest held by non-controlling interests:
Subsidiary Name
Country of
incorporation
and operation
Geographic
operating
segment
31/12/2022
31/12/2021
BILYONER INTERAKTIF HIZMELTER
AS GROUP
Turkey
Other Countries
49,99%
49,99%
MALTCO LOTTERIES LTD
Malta
European Union
27,00%
27,00%
INTRALOT TECH SINGLE MEMBER
S.A.
Greece
European Union
0,00%
34,27%
DC09 LLC
USA
America
51,00%
16,79%
INTRALOT INC
USA
America
0,00%
34,27%
TECNO ACCION S.A.
Argentina
America
49,99%
49,99%
TECNO ACCION SALTA S.A.
Argentina
America
49,99%
49,99%
Accumulated balances of material non-controlling interests per subsidiary:
Subsidiary Name
31/12/2022
31/12/2021
BILYONER INTERAKTIF HIZMELTER AS GROUP
14.263
2.002
MALTCO LOTTERIES LTD
2.136
3.362
INTRALOT TECH SINGLE MEMBER S.A.
0
22
INTRALOT INC
0
-234
DC09 LLC
-2.885
-4.041
TECNO ACCION S.A.
4.007
4.098
TECNO ACCION SALTA S.A.
1.185
1.127
Profit allocated to material non-controlling interests per subsidiary
:
Subsidiary Name
1/1- 31/12/2022
1/1- 31/12/2021
BILYONER INTERAKTIF HIZMELTER AS GROUP
8.866
2.457
MALTCO LOTTERIES LTD
10
772
INTRALOT TECH SINGLE MEMBER S.A.
52
2
INTRALOT INC
1.869
561
DC09 LLC
-618
-248
TECNO ACCION S.A.
1.577
1.552
TECNO ACCION SALTA S.A.
1.037
1.080
Below are presented the standalone condensed financial statements per geographical operating area
pursuant to IFRS. This information is based in amounts before elimination entries:
Earnings/(losses) after tax per share (in €) from
discontinued operations
1/1-31/12/2022
1/1-31/12/2021
-basic
0,0228
-0,0613
-diluted
0,0228
-0,0613
Weighted Average number of shares
244.022.591
148.288.968
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
213
Condensed statement of profit or loss for the period 1/1- 31/12/2022
European Union
MALTCO LOTTERIES LTD
INTRALOT
TECH SINGLE
MEMBER S.A.
Sales Proceeds
43.922
4.789
Gross Profit/ (loss)
4.556
607
EBITDA
3.799
261
Profit / (loss) before tax
973
226
Tax
-938
-60
Profit / (loss) after tax
35
166
Other comprehensive income after tax
0
15
Total comprehensive income after tax
35
181
Attributable to non-controlling interest
10
52
Dividends paid to non-controlling interest
1.235
0
Condensed statement of profit or loss for the period 1/1- 31/12/2022
America
TECNO ACCION
S.A.
TECNO ACCION
SALTA S.A.
INTRALOT
INC
DC09 LLC
Sales Proceeds
18.790
45.407
155.655
8.089
Gross Profit/ (loss)
8.926
5.324
46.470
-849
EBITDA
8.078
4.134
69.616
858
Profit / (loss) before tax
1.064
3.481
16.737
-759
Tax
-1.613
-1.547
-5.560
0
Profit / (loss) after tax
-549
1.934
11.177
-759
0
0
0
0
Other comprehensive income after tax
-2.584
-197
666
-453
Total comprehensive income after tax
-3.133
1.737
11.843
-1.212
Attributable to non-controlling interest
-275
967
1.869
-618
Dividends paid to non-controlling interest
380
672
0
0
Condensed statement of profit or loss for the period 1/1- 31/12/2022
Other Countries
BILYONER INTERAKTIF
HIZMELTER AS GROUP
Sales Proceeds
29.599
Gross Profit/ (loss)
24.202
EBITDA
13.983
Profit / (loss) before tax
21.903
Tax
-5.595
Profit / (loss) after tax
16.308
Other comprehensive income after tax
-319
Total comprehensive income after tax
15.989
Attributable to non-controlling interest
8.154
Dividends paid to non-controlling interest
1.401
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
214
Condensed statement of profit or loss for the period 1/1- 31/12/2021
European Union
MALTCO LOTTERIES LTD
INTRALOT
TECH SINGLE
MEMBER S.A.
Sales Proceeds
95.384
4.160
Gross Profit/ (loss)
8.599
844
EBITDA
9.527
259
Profit / (loss) before tax
4.408
232
Tax
-1.550
-92
Profit / (loss) after tax
2.859
140
Other comprehensive income after tax
0
-7
Total comprehensive income after tax
2.859
133
Attributable to non-controlling interest
772
2
Dividends paid to non-controlling interest
1.593
0
Condensed statement of profit or loss for the period 1/1- 31/12/2021
America
TECNO
ACCION S.A.
TECNO ACCION
SALTA S.A.
INTRALOT
INC
DC09
LLC
Sales Proceeds
16.723
37.680
146.063
8.421
Gross Profit/ (loss)
7.572
4.673
45.766
-1.160
EBITDA
6.801
3.713
69.805
504
Profit / (loss) before tax
2.223
3.445
20.796
-476
Tax
-1.226
-1.364
137
0
Profit / (loss) after tax
996
2.081
20.933
-476
Other comprehensive income after
tax
-692
-83
5.282
-558
Total comprehensive income
after tax
304
1.998
26.215
-1.034
Attributable to non-controlling
interest
498
1.040
561
-248
Dividends paid to non-controlling
interest
1.088
720
0
0
Condensed statement of profit or loss for the period 1/1- 31/12/2021
Other Countries
BILYONER INTERAKTIF
HIZMELTER AS GROUP
Sales Proceeds
27.835
Gross Profit/ (loss)
23.478
EBITDA
13.135
Profit / (loss) before tax
6.530
Tax
-1.616
Profit / (loss) after tax
4.914
Other comprehensive income after tax
-1.752
Total comprehensive income after tax
3.162
Attributable to non-controlling interest
2.457
Dividends paid to non-controlling interest
3.026
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
215
Condensed statement of financial position as at 1/1- 31/12/2022
European Union
MALTCO LOTTERIES LTD
INTRALOT TECH
SINGLE MEMBER
S.A.
Non-current assets
5
87
Current assets
10.593
1.265
Non-current liabilities
0
-173
Current liabilities
-2.686
-569
Total equity
7.912
610
Attributable to:
Equity holders of parent
5.776
610
Non-controlling interests
2.136
0
Condensed statement of financial position as at 1/1- 31/12/2022
America
TECNO
ACCION S.A.
TECNO
ACCION SALTA
S.A.
INTRALOT
INC
DC09
LLC
Non-current assets
5.344
173
176.047
4.407
Current assets
7.744
4.802
74.886
3.678
Non-current liabilities
-1.063
-29
-219.909
-16.407
Current liabilities
-4.305
-2.281
-26.454
-363
Total equity
7.720
2.666
4.570
-8.685
Attributable to:
Equity holders of parent
3.713
1.481
4.570
-5.800
Non-controlling interests
4.007
1.185
0
-2.885
Condensed statement of financial position as at 1/1- 31/12/2022
Other Countries
BILYONER INTERAKTIF
HIZMELTER AS GROUP
Non-current assets
48.626
Current assets
23.285
Non-current liabilities
-5.870
Current liabilities
-37.515
Total equity
28.525
Attributable to:
Equity holders of parent
14.262
Non-controlling interests
14.263
Condensed statement of financial position as at 1/1- 31/12/2021
European Union
MALTCO
LOTTERIES LTD
INTRALOT TECH
SINGLE MEMBER S.A.
Non-current assets
2.816
103
Current assets
18.271
521
Non-current liabilities
-141
-140
Current liabilities
-8.494
-56
Total equity
12.452
429
Attributable to:
Equity holders of parent
9.090
407
Non-controlling interests
3.362
22
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
216
Condensed statement of financial position as at 1/1- 31/12/2021
America
TECNO
ACCION S.A.
TECNO ACCION
SALTA S.A.
INTRALOT
INC
DC09
LLC
Non-current assets
4.144
235
175.633
4.744
Current assets
8.062
4.510
90.250
5.403
Non-current liabilities
-638
-37
-242.384
-16.409
Current liabilities
-3.665
-2.157
-20.757
-1.211
Total equity
7.903
2.550
2.741
-7.474
Attributable to:
Equity holders of parent
3.804
1.423
2.975
-3.433
Non-controlling interests
4.099
1.127
-234
-4.041
Condensed statement of financial position as at 1/1- 31/12/2021
Other Countries
BILYONER INTERAKTIF
HIZMELTER AS GROUP
Non-current assets
32.648
Current assets
11.827
Non-current liabilities
-446
Current liabilities
-40.025
Total equity
4.004
Attributable to:
Equity holders of parent
2.002
Non-controlling interests
2.002
Condensed cash flow information for the year ending 1/1- 31/12/2022
European Union
MALTCO LOTTERIES LTD
INTRALOT
TECH SINGLE
MEMBER S.A.
Operating activities
-3.116
52
Investing activities
16
-7
Financing activities
-4.779
-11
Effect of exchange differences
0
0
Net increase / (decrease) in cash and
cash equivalents
-7.879
34
Condensed cash flow information for the year ending 1/1- 31/12/2022
America
TECNO
ACCION S.A.
TECNO
ACCION
SALTA S.A.
INTRALOT
INC
DC09
LLC
Operating activities
5.149
620
61.907
421
Investing activities
-2.181
204
-17.720
-223
Financing activities
-893
-1.520
-68.881
-1.700
Effect of exchange differences
-2.444
-880
3.112
194
Net increase / (decrease) in
cash and cash equivalents
-368
-1.576
-21.581
-1.308
Condensed cash flow information for the year ending 1/1- 31/12/2022
Other Countries
BILYONER INTERAKTIF HIZMELTER
AS GROUP
Operating activities
17.522
Investing activities
995
Financing activities
-3.262
Effect of exchange differences
-3.502
Net increase / (decrease) in cash and cash
equivalents
11.753
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
217
Condensed cash flow information for the year ending 1/1- 31/12/2021
European Union
MALTCO LOTTERIES LTD
INTRALOT
TECH SINGLE
MEMBER S.A.
Operating activities
8.673
-160
Investing activities
-324
-16
Financing activities
-6.238
-23
Effect of exchange differences
0
0
Net increase / (decrease) in cash and cash
equivalents
2.111
-199
Condensed cash flow information for the year ending 1/1- 31/12/2021
America
TECNO
ACCION S.A.
TECNO
ACCION
SALTA S.A.
INTRALOT
INC
DC09
LLC
Operating activities
5.131
2.863
49.655
386
Investing activities
-1.069
259
-11.610
-1.425
Financing activities
-3.071
-1.874
-5.370
1.671
Effect of exchange differences
-1.754
-120
2.299
195
Net increase / (decrease) in
cash and cash equivalents
-762
1.128
34.975
827
Condensed cash flow information for the year ending 1/1- 31/12/2021
Other Countries
BILYONER INTERAKTIF
HIZMELTER AS GROUP
Operating activities
6.745
Investing activities
-1.224
Financing activities
-5.775
Effect of exchange differences
-4.182
Net increase / (decrease) in cash and cash equivalents
-4.436
XI
.
Investments in companies consolidated with the equity method
i)
Investment in Associates & Join Ventures
The roup has significant influence over the below associates and joint ventures. The Group consolidates
these associate companies with the equity consolidation method.
In addition, the Group owns 50% of Karenia Enterprises Co Ltd, a Cyprus-based joint venture, and
consolidates it from January 2018 using the equity method applying IFRS 11 "Joint Arrangements”. This
company participates with 30% stake in “ATHENS RESORT CASINO SA HOLDINGS", which owns 51%
of the Greek Casino Parnitha SA."ATHENS RESORT CASINO SA HOLDINGS" is not consolidated by the
Intralot Group and Karenia Enterprises Co Ltd.’s investment is valued at cost pursuant to IFRS 9.
The following table illustrates the summarized financial information of the Group’s investment in
associates and joint ventures:
GROUP INVESTMENT IN ASSOCIATES AND JOINT VENTURES
Country
31/12/2022
31/12/2021
LOTRICH INFORMATION Co LTD
Taiwan
40%
40%
INTRALOT SOUTH AFRICA LTD
S. Africa
45%
45%
GoReward LTD Group
Taiwan
-
38,84%
KARENIA ENTERPRISES COMPANY LTD
Cyprus
50%
50%
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
218
Condensed statement of financial position
as at 31/12/2022
LOTRICH
INFORMATION Co
LTD
KARENIA
ENTERPRISES
COMPANY LTD
GoReward
LTD Group
Non-current assets
9
13.500
0
Current assets
19.460
2
0
Non-current liabilities
0
0
0
Current liabilities
-2.789
-124
0
Total equity
16.680
13.378
0
Group’s investment book value
6.486
6.688
0
Condensed statement of financial position
as at 31/12/2021
LOTRICH
INFORMATION Co
LTD
KARENIA
ENTERPRISES
COMPANY LTD
GoReward
LTD Group
Non-current assets
12
13.500
0
Current assets
19.686
6
0
Non-current liabilities
0
0
0
Current liabilities
-2.402
-111
0
Total equity
17.296
13.395
0
Group’s investment book value
6.733
6.696
0
Condensed statement of profit or loss
for the period 1/1- 31/12/2022
LOTRICH
INFORMATION Co
LTD
KARENIA
ENTERPRISES
COMPANY LTD
GoReward
LTD Group
Sales Proceeds
6.866
0
0
Gross Profit/ (loss)
1.717
0
0
EBITDA
810
-16
0
Profit / (loss) before tax
828
-17
0
Tax
-166
0
0
Profit / (loss) after tax
663
-17
0
Other comprehensive income after tax
-736
0
0
Total comprehensive income after tax
-73
-17
0
Group's share of total comprehensive
income of the period after taxes
-29
-9
0
Dividends received by the Group from the
associates
-217
0
0
Condensed statement of profit or loss for
the period 1/1- 31/12/2021
LOTRICH
INFORMATION Co
LTD
KARENIA
ENTERPRISES
COMPANY LTD
GoReward
LTD Group
Sales Proceeds
6.562
0
0
Gross Profit/ (loss)
1.570
0
0
EBITDA
708
-26
0
Profit / (loss) before tax
708
-28
0
Tax
-142
0
0
Profit / (loss) after tax
567
-28
0
Other comprehensive income after tax
1.711
0
0
Total comprehensive income after tax
2.278
-28
0
Group's share of total comprehensive
income of the period after taxes
911
-14
0
Dividends received by the Group from the
associates
-252
0
0
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
219
Reconciliation of the condensed financial statements with the carrying amount of the investment:
LOTRICH
INFORMATION Co
LTD
KARENIA
ENTERPRISES
COMPANY LTD
GoReward LTD
Group
Carrying amount of Investment as of
31/12/2020
6.074
6.713
0
Profit / (Loss) after taxes of the period
227
-14
0
Other Comprehensive Income after tax of the
period
685
0
0
Dividends
-252
0
0
Transfer to Assets Held for Sale
0
0
0
Impairment provision
0
0
0
Other
0
-1
0
Carrying amount of Investment as of
31/12/2021
6.733
6.696
0
Profit / (Loss) after taxes of the period
265
-9
0
Other Comprehensive Income after tax of the
period
-294
0
0
Dividends
-217
0
0
Transfer to Assets Held for Sale
0
0
0
Impairment provision
0
0
0
Other
0
0
0
Carrying amount of Investment as of
31/12/2022
6.486
6.688
0
B. REAL LIENS
A subsidiary of the Group in Netherlands has a banking facility amounting €18,0 million for revolving
facility and issuing bank letters of guarantee, with relevant securities on financial assets (on 31/12/2022
the utilized letters of guarantee amounted to €10,7 millions).
Also, the subsidiary of the Intralot Group, Inc., has signed a loan agreement totaling $280 million with
KeyBank National Association and a consortium of banks (refer also to note
2.25
), according to which
the lending banks have been granted real collateral over all of the company's movable and immovable
property, as well as on its shares as well as its subsidiary Intralot Tech.
Finally, according to the Bond with maturity 2024 issued by the Group's subsidiary Intralot Capital
Luxembourg S.A., the usual restrictions apply on the transfer of the Group's assets (asset sales
covenants), excluding the Dutch Intralot US Holdings and the subsidiaries of America, without, however,
having real collateral.
There are no other restrictions than the above, in the ownership, transfer or other encumbrances on the
Group's movable and immovable property.
In the Group Statement of Financial Position (line “Trade and other short-term receivables”) of
31/12/2022 are included restricted bank deposits as security coverage for banking facilities amounting
€9.067 thousand (31/12/2021: €8.378 thousand). Respectively, for the Company on 31/12/2022 are
included restricted bank deposits as security coverage for banking facilities amounting €5.029 thousand
(31/12/2021: €4.657 thousand).
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
220
C. PROVISIONS
GROUP
Litigation
cases ¹
Unaudited
fiscal years
and tax audit
expenses ²
Other
provisions ³
Total
provisions
Period opening balance
4.017
6.658
9.144
19.819
Period additions
0
37
1.603
1.640
Utilized provisions
-854
0
-966
-1.820
Change of consolidation method
0
0
0
0
Foreign exchange differences
-4
-11
993
978
Period closing balance
3.159
6.684
10.774
20.617
Long-term provisions
3.120
6.647
6.679
16.446
Short-term provisions
40
37
4.096
4.172
Total
3.159
6.684
10.775
20.617
¹ Relate to litigation cases as analyzed in note
2.32.
A
.The non-current provisions for the litigation cases are not
presented at discounted amounts as there is no exact estimate in respect to the timing of their payment.
² Relate to provisions for the coverage of differences from future audits for income taxes and other taxes. It is expected
to be used in the next 1-3 years.
³ Relate to provisions for risks none of which are individually material to the Group except from provisions for additional
fees (bonus) and other employee benefits of the Group amounting to €2.610 thousand as well as provisions amounting
to €3.844 thousand for earned winnings which relate to sports betting prices and guaranteed future numerical games
jackpots. The Other provisions are expected to be used in the next 1-6 years.
COMPANY
Litigation
cases ¹
Unaudited
fiscal years
and tax audit
expenses ²
Other
provisions ³
Total
provisions
Period opening balance
3.987
6.630
0
10.617
Utilized provisions
-842
0
0
-842
Foreign exchange differences
0
0
0
0
Period closing balance
3.145
6.630
0
9.775
Long-term provisions
3.105
6.630
0
9.735
Short-term provisions
40
0
0
40
Total
3.145
6.630
0
9.775
¹ Relate to litigation cases as analyzed in note
2.32.
A
.
² Relate to provisions for the coverage of differences from future audits for income taxes and other taxes. It is
expected to be used in the next 1-3 years.
D. PERSONNEL EMPLOYED
The number of employees of the Group on 31/12/2022 amounted to 1.707 persons
(Company/subsidiaries 1.696 and associates 11) and the Company's to 369 persons. Respectively at
the end of 2021 fiscal year, the number of employees of the Group amounted to 1.840 persons
(Company/subsidiaries 1.803 and associates 37) and the Company 427 persons.
E. RELATED PARTY DISCLOSURES
Intralot SA purchases goods and services and/or provides goods and services to various related
companies, in the ordinary course of business. These related companies consisting of subsidiaries,
associates or other related companies which have common ownership and / or management with Intralot
SA.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
221
Below is a condensed report of the transactions for 2022 and the balances on 31/12/2022 of other related
parties:
Sales and services to related parties are made at normal market prices. Outstanding balances at year end
are unsecured and settlement occurs in cash. No guarantees have been provided or received for the above
receivables.
In 2022, the Group has written off receivables from associates and joint ventures amounting to €4,3
million and from other related parties amounting to €1,5 million, as well as reversing impairment provisions
of equal value that had been formed in the previous years.
Amounts reported in thousands of €
GROUP
COMPANY
(total operations)
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Income
-from subsidiaries
0
0
27.393
51.201
-from associates and joint ventures
2.037
2.181
2.255
2.433
-from other related parties
576
438
46
43
Expenses / Purchases of assets & inventories
-to subsidiaries
0
0
20.504
32.356
-to associates and joint ventures
0
0
0
0
-to other related parties
11.897
6.111
3.637
3.566
Receivables
-from subsidiaries
0
0
57.269
48.866
-from associates and joint ventures
1.027
4.917
982
4.872
-from other related parties
12.231
12.367
2.974
1.877
Doubtful Provisions
0
0
0
0
-to subsidiaries
0
0
-221
-221
-to associates and joint ventures
0
-4.348
0
-4.348
-to other related parties
-244
-1.749
-242
-1.749
Payables
-to subsidiaries
0
0
298.569
281.754
-to associates and joint ventures
0
0
0
0
-to other related parties
8.879
7.922
3.446
3.141
BoD and Key Management Personnel transactions and
fees
7.680
7.605
4.972
5.206
BoD and Key Management Personnel receivables
0
32
0
0
BoD and Key Management Personnel payables
334
360
260
263
(Α) The respective
amounts are analyzed as follows:
Total due from related parties
13.258
17.316
61.225
55.615
(less) long term portion
(note 2.19)
470
695
15
15
Short term receivables from related parties
(note 2.20)
12.788
16.621
61.210
55.600
(Β) The respective amounts are analyzed as follows:
Total due to related parties
9.213
8.282
302.275
285.157
(less) long term debt
5.360
4.611
267.463
250.648
(less) long term liabilities
(note 2.28)
0
0
0
0
Short term payables to related parties (note
2.29 &
2.25)
3.853
3.671
34.812
34.509
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
222
2.32 CONTINGENT LIABILITIES, ASSETS AND COMMITMENTS
A.
LITIGATION CASES
a. In Colombia, INTRALOT, on 22nd July 2004, entered into an agreement with an entity called Empresa
Territorial para la salud (“Etesa”), under which it was granted with the right to operate games of chance
in Colombia. In accordance with terms of the abovementioned agreement, INTRALOT has submitted an
application to initiate arbitration proceedings against Etesa requesting to be recognized that there has
been a disruption to the economic balance of abovementioned agreement to the detriment of INTRALOT
and for reasons not attributable to INTRALOT and that Etesa to be compelled to the modification of the
financial terms of the agreement in the manner specified by INTRALOT as well as to pay damages to
INTRALOT (including damages for loss of profit) or alternatively to terminate now the agreement with
no liability to INTRALOT. The arbitration court adjudicated in favor of Etesa the amount of 23,6 billion
Colombian pesos (approx. €4,4m). The application for annulment of the arbitration award filed by
INTRALOT before the High Administrative Court was rejected on 25/5/2011. The Company filed a lawsuit
before the Constitutional Court of Colombia which was rejected on 18/12/2012. On 31 August 2016, an
application was served to the Company requesting to render the abovementioned arbitration decision
as executable in Greece which was heard before the Athens One-Member First Instance Court and the
decision issued accepted it. The Company filed an appeal against this decision which was rejected by
the Athens Court of Appeals. The Company filed, before the Supreme Court, a cassation appeal against
the decision of the Athens Court of Appeals which was rejected. The Company filed, before the Athens
Court of Appeals, an application for the revocation of the above decision of the Athens Court of Appeals
that rejected the appeal, which has been scheduled for hearing, following a postponement, on 7
December 2023. The Company has created relative provision in its financial statements part of which
(€2,2m) has already been used for the payment to Etesa of a letter of guarantee amounting to
7.694.081.042 Colombian pesos (€1.481.083,57).
b. Against the subsidiary Intralot Holdings International Ltd., a shareholder of LOTROM SA and against
LOTROM SA, another shareholders of LOTROM SA, Mr. Petre Ion filed a lawsuit before the competent
court of Bucharest requesting that Intralot Holdings International Ltd to be obliged to purchase his
shares in LOTROM SA for €2.500.000 and that LOTROM SA to be obliged to register in the shareholders
book such transfer. Following the hearing of 28th September 2010 a decision of the court was issued
accepting the lawsuit of the plaintiff. Intralot Holdings International Ltd and LOTROM SA filed an appeal
which was rejected. The abovementioned companies further filed a recourse before the Supreme Court
which was heard and rejected. Mr. Petre Ion initiated an enforcement procedure of the above decision
in Romania. The companies will exercise legal means against the enforcement procedure according to
the provisions of the Romanian laws.
c. Mr. Petre Ion filed in Romania a lawsuit against Intralot Holdings International Ltd and LOTROM
requesting to issue a decision to replace the share purchase contract of its shares in LOTROM SA for
€2.500.000 (for which he had filed the above lawsuit) in order to oblige Intralot Holdings International
Ltd a) to pay the amount of €400.000 as tax on the above price, b) to sign on the shareholders book
for the transfer of the shares, c) to pay the price of the transfer and the legal costs. The Court of First
Instance rejected Mr. Petre Ion’s lawsuit. Mr. Petre Ion filed an appeal which was heard on 4 November
2014 and was partially accepted. The Company filed an appeal against this decision which was rejected.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
223
Following postponements, the case was heard on 10 June 2016 and the respective first instance decision
was issued on 19 July 2016; the lawsuit against LOTROM was rejected while it was accepted partially in
respect to its part filed against Intralot Holdings International Ltd., obligating the latter to pay the
amount of the purchase and the legal expenses. Both Intralot Holdings International Ltd. and Mr. Petre
Ion filed appeals against this decision which was heard and were rejected. The decision became final,
while the application for cassation filed by Intralot Holdings International Ltd was rejected. While since
2018 there has been no action by the plaintiff, at the beginning of 2021 it was notified to Intralot
Holdings International Ltd. that, following a unilateral petition of the plaintiff (ex parte procedure, i.e.
without Intralot Holdings International Ltd. to be summoned and represented), a decision was issued
by the Cypriot court appointing Bank of Cyprus as custodian of the amount of the account held by
Intralot Holdings International Ltd. in that bank, as precautionary measure to ensure the payment of
the claim of the plaintiff pursuant to the decision of the courts of Romania. This decision has been
rendered enforceable in Cyprus by the local court in October 2020 also without any knowledge of Intralot
Holdings International Ltd. since the same unilateral procedure ex parte had been followed by the
plaintiff. After being informed on the above, Intralot Holdings International Ltd. objected before the
court of Cyprus which, on 23 July 2021, didn’t accept its arguments. Intralot Holdings International Ltd.
filed an appeal against this decision before the competent courts of Cyprus which is pending. Intralot
Holdings International Ltd. considers that has valid grounds to deny the execution of the decision in
Cyprus.
d. In Romania, the tax authority imposed to the subsidiary LOTROM SA, following a review, an amount
RON 3.116.866 (€629.733,51) relating to tax differences (VAT) of the period 2011-2016. The company
paid the amount of RON 2.880.262 (€581.929,89), while the remaining amount was counterbalanced
with VAT amount owed to the company. The company filed before the local tax authority an appeal for
the return of the amount of
RON 3.116.866 (€629.733,51)
which is pending.
e. On 30 July 2012, Intralot filed before the Athens Multi-member Court of First Instance a lawsuit
against the company “Hellenic Organization of Horse Racing S.A.” (ODIE) requesting the payment of
the amount of €2.781.381,15 relating to system maintenance services provided but not paid. The case
was heard on 6th May 2015 and a decision was issued accepting Intralot’s lawsuit in full. ODIE filed an
appeal against this decision which has been heard on 1 November 2018 before the Athens Court of
Appeal which was rejected with the decision no. 3153/2019 of the Athens Court of Appeal. The decision
has not been further appealed and, therefore, has become final and irrevocable. Moreover, Intralot filed
a recourse to the arbitration panel on 13 August 2012 against the same company ODIE requesting the
payment of the amount of €9.551.527,34 relating to operational services of integrated system provided
but not paid. The arbitration was concluded on 1st March 2013 and the arbitration decision no 27/2013
was issued vindicating Intralot and compelling ODIE to pay to Intralot the total amount requested
(€9.551.527,34). Intralot has not been notified of any legal remedy against the above arbitral decision.
In order to secure its claims, Intralot:
a) by virtue of the above arbitration decision, has already recorded on the mortgage books of the Land
Registry Office of Kropia a mortgage on a land property of ODIE and specifically on the property where
the Horse Racetrack of Athens in Markopoulo Attica is operating, and on the buildings thereupon, for an
amount of €11.440.655,35.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
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b) by virtue of the decision no 2209/2014 of the Athens Single Member Court of First Instance, has
already recorded on the mortgage books of the Land Registry Office of Kropia, a note of mortgage on
the same real estate of ODIE for an amount of €9.481.486,11, which, following the issue of the above
decision no. 3153/2019 of the Athens Court of Appeal, partially turned to a mortgage for the total
amount adjudicated, i.e. for the amount of €2.781.381,15.
c) advanced the procedure of compulsory execution against ODIE in order to execute its claims.
Furthermore, on 20 March 2014, Intralot filed before the Athens Multi-member Court of First Instance
a lawsuit against ODIE requesting the payment of the amount of €8.043.568,69 which is owed to it
pursuant to the “Agreement of Maintenance and Operation of the System of the Mutual Betting on Horse
Races of ODIE” dated 6 March 2012. The lawsuit was heard on 4 October 2017 and the decision issued
accepted the lawsuit. ODIE filed an appeal which was rejected by the Athens Court of Appeals in
December 2019. No petition for cassation and no appeal for failure to appear before the court have been
notified to the Company.
The confiscation on the above land property of ODIE in Markopoulo Attica imposed in the frame of the
abovementioned procedure of compulsory execution against ODIE, was reversed with the consent of
Intralot on 15 December 2015 in execution of the terms of the agreement dated 24 November 2015
between Intralot and ODIE which settled the payment of all above claims of Intralot. Pursuant to this
agreement, ODIE assigned to Intralot 2/3 of the rent which it will receive from the lease agreement
relating to that real estate to the company “Ippodromies SA”. The payment of the assigned rent amounts
has already been started.
Additionally, without the above decisions and encumbrances being affected, Intralot filed before the
Athens Multi Member Court of First Instance a lawsuit dated 8.3.2021 against ODIE (under liquidation),
the company “Hellenic Republic Asset Development Fund SA” (HRADF) and the Greek State, requesting
to be recognized that the above agreement is binding, in addition to ODIE, for HRADF and the Greek
State, to oblige all defendants to pay to INTRALOT €487.079,32 and to be recognized that all defendants
are obliged to pay to INTRALOT the total amount of €4.747.489,91, while HRADF and the Greek State
the amount of €12.676.846,6. The case was heard on 22 September 2022 and the decision issued
rejected the lawsuit. The company filed an appeal which has been scheduled for hearing on 30 January
2024.
f. A former officer of the Company filed a lawsuit before the Athens First Instance Court requesting to
be recognized that the Company had to pay him the amount of €121.869,81 as non-paid wages. The
decision issued partially accepted the lawsuit in relation to the amount of €80.685,42. Both parties have
filed appeals which are on 24 November 2020. The decision issued by the Athens Court of Appeals
accepts the appeal of the Company and totally rejects the appeal of the plaintiff. The decision is final. A
petition for cassation was filed by the plaintiff which was heard before the Supreme Court on 25 October
2022 and the decision is pending.
g. In Cyprus, the National Betting Authority had suspended the Class A license of the company Royal
Highgate Pcl Ltd. in which the Company has an indirect participation of approx. 35,08%, initially for a
period of two months, alleging non-compliance of Royal Highgate Pcl Ltd. with specific terms of the
license. Royal Highgate Pcl Ltd. considering that those requested by the National Betting Authority are
beyond the provisions of the law, filed a recourse before the competent administrative court of Nicosia
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
225
which was heard on 30 March 2018. The decision issued rejected the recourse for typical reasons. Royal
Highgate Pcl Ltd. filed an appeal against this decision which has been heard, following postponement,
on 8 March 2021 and was rejected for the same typical reasons. Royal Highgate Pcl Ltd. filed a complaint
application in relation to that case before the European Court of Human Rights which was rejected. In
parallel, Royal Highgate Pcl Ltd. had filed three more recourses against decisions of the National Betting
Authority relating to the suspension of the license of Royal Highgate Pcl Ltd. Following withdrawal of
two of the three recourses, the third one has been scheduled for hearing, following postponements, on
25 April 2023. National Betting Authority started the procedure for the revocation of the license of Royal
Highgate Pcl Ltd. and the latter submitted its arguments on 30 November 2018 without any further
actions from the National Betting Authority. On 31 December 2018, the contractual term of the license
of Royal Highgate Pcl Ltd. expired.
h. In USA, in South Carolina State, class actions were filed against the local lottery South Carolina
Education Lottery Commission and the subsidiary Intralot Inc. for breach of contract with the allegation
that because of malfunctioning of the system there were winning tickets which were not paid and
claiming a total compensation of approx. 35 million USD (€32,8 million). The local court accepted Intralot
Inc.’s motions to dismiss in two lawsuits, holding that the plaintiffs were required to exhaust
administrative remedies and failed to do so. The other side filed appeals against such decisions which
were heard on 9 November 2022 and the decisions are pending. The third similar lawsuit was rejected
finally by the court. The Group’s management, relying on local expert legal counsels’ opinion, considers
that the lawsuits have low probability of success. It is noted that with regards to such cases, the Group
has a respective insurance coverage.
i. A former employee of the Company filed two lawsuits before the Athens First Instance Court
requesting, with the first one, the payment of the amount of €133.179,47 for unpaid salaries and
€150.000 as compensation for moral damages and, with the second one, the amount of €259.050 for
overdue salaries calculated until 3 December 2019 and €150.000 as compensation for moral damages.
The first lawsuit was heard on 28 February 2018 and the decision issued partially accepted the lawsuit
in relation to the amount of €46.500,82. Both parties filed appeals against this decision which were
heard on 22 September 2020 and the decision issued orders the re-hearing of the case after the
submission of further evidences. The case was heard on 20 September 2022 and the Court of Appeal
issued a decision which partially accepted the lawsuit and adjudicated in favor of the plaintiff the amount
of €6.235,56. The second lawsuit has been scheduled for hearing, following postponements, on 26
October 2023. The Company had made respective provisions to its financial statements.
j. On 1 April 2019, the Company filed a Request for Arbitration before the ICC International Court of
Arbitration requesting to be declared that the defendant Sisal SpA has breached a contract signed with
Intralot by using, in Morocco, terminals and the software embedded therein. A decision of the ICC was
issued declaring that Sisal SpA has breached the terms of the abovementioned contract and specifically
that it has breach the intellectual property rights of Intralot with regards to the software TAPIS
embedded in the terminals which Sisal SpA installed in Morocco, it ordered to cease supplying such
terminals in Morocco and also ordered their removal until 31 December 2021, it rejected the requests
for compensation against the respondent and ordered Sisal SpA to pay part of the costs and expenses
of the arbitration.
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
226
k. In Morocco, “La Société de Gestion de la Loterie Nationale” (“SGLN”) filed a lawsuit against the
Company and its subsidiary Intralot Maroc claiming that it exercised unilaterally its option to transfer to
it the equipment of Intralot which was used jointly by SGLN and the other local lottery “La Marocaine
des Jeux et des Sports” (“MDJS”) and, because of Intralot’s denial, it suffered damages in the amount
of MAD 18.000.000 (€1.612.253,12) which corresponds to the value of the equipment, while,
additionally, it requests MAD 34.000.000 (€3.045.367,01) as loss of profit. It is also requesting the call
of the letter of guarantee amounting to MAD 30.000.000 (€2.687.088,54). It is noted that according to
the terms of the Intralot’s contracts with the two lotteries SGLN & MDJS, the option for the transfer of
the equipment as well as any call of the letters of guarantee can only be exercised with a joint request
of both entities SGLN & MDJS. The case was scheduled to be heard, following postponements, on 7 June
2021 when a report of a judicial expert was submitted to the court and the court ordered, once more,
the submission of a third expert’s report which was submitted, and a new hearing date has been
scheduled for 7 April 2022. The court’s decision has been issued and adjudicates the payment to SGLN
of the amount of MAD 14.175.752,50 (€1.269.716,74). An appeal was filed against this decision and
the Commercial Court of Appeal of Casablanca issued a decision adjudicating the payment to SGLN of
the amount of MAD 6.000.000 (€537.417,71). The possibility of filing a petition for cassation is under
examination. Intralot Maroc has created provision in its financial statements for the amount of MAD
7.330.840,77 (€656.620,61).
l. In Morocco, “La Société de Gestion de la Loterie Nationale” (“SGLN”) filed a lawsuit against the
Company and its subsidiary Intralot Maroc claiming that an amount of MAD 33.600.000 (€3.009.539,16
)
is owed to it for investments which were not realized and, in addition, MAD 13.360.000 (€1.196.650,10)
for compensation (damages, loss profits). The judicial procedure is continuing as the submission of a
report of judicial expert is anticipated. The case is at an early stage and, therefore, no provision can be
made with regards to its final outcome.
m. In Malta a lawsuit was filed against the subsidiary Maltco Lotteries Ltd and the company ATG, having
its registered offices in Sweden, by a player of horse races betting games who is requesting the payment
of the amount of approx. €1,5m as non-paid winnings. The specific betting game is conducted by the
company ATG which refused the payment of the requested amount due to breach of the gaming rules
by the player. The case has been scheduled for hearing, following postponements, on 6 June 2023.
Malto Lotteries Ltd has created a respective provision in its financial statements.
n. In U.S.A. the funds Northlight European Fundamental Credit Fund, HCN LP and Bardin Hill Investment
Partners LP, claiming holding notes due in 2024 amounting approximately to 3,5%-4%, filed a complaint
on 29 July 2021 before the US District Court for the Southern District of New York against Intralot and
companies of its group (Intralot Capital Luxembourg S.A., Intralot Global Holdings B.V., Intralot, Inc.
and Intralot US Securities, B.V.), requesting to be declared that the exchanges of notes due in 2021
and in 2024 breach certain provisions of the indenture agreement governing the notes maturing in 2024,
as well as the New York legislation. The plaintiffs amended their complaint by on 31 January 2022 by
adding new plaintiffs (Halcyon Eversource Credit LLC, Halcyon Vallee Blanche Master Fund LP, HDML
Fund II LLC, CQS Credit Opportunities Master Fund, CQS ACS Fund, CQS Directional Opportunities
Master Fund Ltd & BIWA Fund Ltd.) and new defendants (Intralot U.S. Holdings BV and The Law
Debenture Trust Corporation P.L.C.). On 31 March 2022, Intralot requested from the court to consider
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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
227
a motion to dismiss. On 21 April 2022, UMB Bank, N.A. filed suit as successor trustee against the above
defendants, for alleged breaches of certain provisions of the indenture agreement for the notes maturing
in 2024. The suit has been assigned to the same judge as a “related case”. The plaintiffs (the above
funds holding Notes due in 2024 and UMB Bank, N.A., as successor trustee of the Notes due 2024)
voluntarily dismissed without prejudice the above cases on 19 September 2022. A Plaintiffs’ motion
seeking a temporary restraining order to enjoin the notes exchanges was denied by the court on 2
August 2021 and the exchanges of notes due in 2021 and in 2024 were completed.
Until April 6, 2023, apart from the legal issues for which a provision has been recognized, the Group
Management estimates that the rest of the litigations will be finalized without a material effect on the
Group’s and the Company’s financial position and results.
B. FISCAL YEARS UNAUDITED BY THE TAX AUTHORITIES
Ι
) COMPANY AND SUBSIDIARIES
COMPANY
YEARS
COMPANY
YEARS
INTRALOT S.A.
2018-2022
TECNO ACCION S.A.
2015-2022
BETTING COMPANY S.A.
2017-2022
TECNO ACCION SALTA S.A.
2015-2022
BETTING CYPRUS LTD
2017-2022
MALTCO LOTTERIES LTD
2017-2022
INTRALOT IBERIA HOLDINGS SA
2018-2022
INTRALOT NEW ZEALAND LTD
2013 & 2017-
2022
INTRALOT CHILE SPA
2020-2022
INTRALOT GERMANY GMBH
2019-2022
INTELTEK INTERNET AS
2018-2022
INTRALOT FINANCE UK LTD
2021-2022
BILYONER INTERAKTIF HIZMELTER
AS GROUP
2022
INTRALOT BETTING OPERATIONS (CYPRUS)
LTD
2018-2022
INTRALOT MAROC S.A.
2018-2022
ROYAL HIGHGATE LTD
2017-2022
INTRALOT INTERACTIVE S.A.
2017-2022
INTRALOT IRELAND LTD
2016-2022
INTRALOT GLOBAL SECURITIES B.V.
2013-2022
INTRALOT GLOBAL OPERATIONS B.V.
2016-2022
INTRALOT CAPITAL LUXEMBOURG
S.A.
2017-2022
BIT8 LTD
2017-2022
INTRALOT ADRIATIC DOO
2015-2022
GAMING SOLUTIONS INTERNATIONAL SAC
2017-2022
INTRALOT GLOBAL HOLDINGS B.V.
2013-2022
INTRALOT BETCO EOOD
2020-2022
INTRALOT US SECURITIES B.V.
2021-2022
INTRALOT CYPRUS GLOBAL ASSETS LTD
2018-2022
INTRALOT US HOLDINGS B.V.
2021-2022
ΙΝTRALOT HOLDINGS INTERNATIONAL LTD
2018-2022
INTRALOT INC
2019-2022
INTRALOT INTERNATIONAL LTD
2018-2022
DC09 LLC
2019-2022
INTRALOT OPERATIONS LTD
2019-2022
INTRALOT TECH SINGLE MEMBER
S.A.
2019-2022
NETMAN SRL
2014-2022
INTRALOT AUSTRALIA PTY LTD
2018-2022
INTRALOT BUSINESS DEVELOPMENT LTD
2019-2022
INTRALOT GAMING SERVICES PTY
2018-2022
INTRALOT DE COLOMBIA (BRANCH)
2017-2022
INTRALOT NEDERLAND B.V.
2010-2022
INTRALOT BENELUX B.V.
2018-2022
LOTROM S.A.
2014-2022
Bilyoner İnteraktif Hizmetler AS completed the tax audit for the fiscal year 2020 with an obligation to pay
tax of 150 thousand TRY (€ 7.5 thousand). In Inteltek Internet AS has been notified of a dividend tax
audit for 2018 and a tax audit for Intralot Germany GMBH is in progress for years 2016-2018.
In Lotrom S.A. the audit initiated by the local tax authorities with respect to financial activities for
transactions subject to VAT for the period 2004-2014 was completed in the fourth quarter of 2016. By
order of the competent Prosecutor of Romania, the case was filed. No appeal has been lodged against this
provision. Another VAT audit for the period 2011-2016 was also completed and a tax audit report was
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
228
notified with an obligation to pay RON 3,116,866 (€630 thousand). The Company paid the full amount and
has already appealed the report.
In the context of Law 2238/94 Art. 82 par. 5 and POL.1159/2011, Betting Company SA has received a tax
certificate for the years 2016-2021, while Intralot Interactive SA for the years 2016-2020 (from 21/3/2022
was under liquidation process which finalized 20/3/2023), Intralot Services SA for the years 2016-2018
and 1/1-22/7/2019 when the liquidation process started (end of liquidation 20/9/2022). Intralot Tech –
Single Member SA has received a tax certificate for the fiscal years 2019-2021. Intralot SA has received
a tax certificate for fiscal years 2016-2018 and the issuance of a tax certificate is pending for the years
2019, 2020 & 2021.
In Intralot SA during the tax audit for the year 2011 which completed in 2013, were imposed taxes on
accounting differences plus surcharges amounting to €3,9 million. The Company lodged an administrative
appeal against the relevant control sheets resulting in a reduction of taxes to €3,34 million. The Company
filed new appeals to the Greek Administrative Courts which did not justify the Company, which filed an
appeal before the Council of State. The Company's management and its legal advisors estimate that there
is a significant probability that the appeal will be in favor for the most part. The Company has formed
sufficient provisions and has paid the whole amount of taxes.
In Intralot SA, during the tax audit for 2013, as well as the partial re-audit of 2011 and 2012 which both
completed in 2019, taxes, VAT, fines, and surcharges of €15,7 million were imposed. The Company filed
appeals against the relevant control sheets resulting in a reduction of taxes to €5,4 million. On 11.11.2020,
the Company filed six appeals to the Athens Three-Member Administrative Court of Appeal against
decisions of the Dispute Resolution Directorate of A.A.D.E. (Greek Tax Authorities) to the extent that they
rejected the company's appeals, requesting their annulment. The total amount charged is €5,4 million. As
of 7/4/2022 court decisions issued and amounted (against) to €4,6 million, while for the amount of €0,78
million, court decision were issued according to which: a) the first appeal was partially accepted and the
amount of €260 thousand was reduced by the court at €2,5 thousand, b) the second appeal (charged
amount €146 thousand) was partially accepted and and decreased by €135 thousand, and c) the third
appeal (charged amount €376 thousand) was rejected. Appeals will be brought against the last two
decisions. It is noted that the amounts charged have already been paid by the Company and therefore the
final result of the appeals will not result in any further financial burden for the Company.
Also, appeals for
an amount of € 218 thousand were issued court decisions according to which the amount of € 218 thousand
was reduced by the court to €2.5 thousand.
Also, during the tax audit of the years 2014 & 2015, completed in 2020, taxes and surcharges were
charged for accounting difference of €353 thousand. The Company filed appeals against the relevant
control sheets resulting in a reduction of taxes to €301 thousand. The Company on 31/5/2021 issued
appeals in the Administrative Courts, against the decisions of the Dispute Resolution Directorate of
A.A.D.E. , to the extent that the company’s appeals had been rejected, requesting their annulment. The
appeals were heard on 19/1/2022 and a decision is expected. The total amount charged amounts to €301
thousand. The Company's management and its legal advisors estimate that the case has high success
rates for the most part, either at this stage or at the highest court level. The Company has already paid
all the taxes and surcharges charged. The Company has formed sufficient relevant tax provisions
amounting to €3,5 million.
The tax audit of the fiscal years 2016 & 2017 was completed, and taxes were charged from accounting
differences plus surcharges of € 676 thousand which were paid in full while a partial tax audit of the fiscal
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
229
years 2018 & 2019 as well as the fiscal years 2020 & 2021 is already in progress after relevant orders.
Finally, a partial tax audit on VAT issues is in progress for the period 1/2/2010-31/10/2012 following a
request for assistance from the Romanian to the Greek tax authorities on transactions with a Romanian
company.
ΙΙ) ASSOCIATE COMPANIES & JOINT VENTURES
COMPANY
YEARS
LOTRICH INFORMATION Co LTD
2022
INTRALOT SOUTH AFRICA LTD
2022
KARENIA ENTERPRISES COMPANY LTD
2016-2022
C.
COMMITMENTS
I)
Guarantees
The Company and the Group on December 31, 2022 had the following contingent liabilities from
guarantees for:
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Bid
879
318
769
286
Performance
114.193
108.795
4.337
4.512
Financing
2.010
1.948
200
200
Other
110
0
0
0
Total
117.191
111.061
5.306
4.997
GROUP
31/12/2022
31/12/2021
Guarantees issued by the parent and subsidiaries:
-to third party
117.191
111.061
Total
117.191
111.061
COMPANY
31/12/2022
31/12/2021
Guarantees issued by the parent:
- to third party on behalf of
subsidiaries
2.956
3.141
- to third party on behalf of the
parent
2.350
1.856
Total
5.306
4.997
Beneficiaries of Guarantee on 31/12/2022:
Bid:
Marocaine Des Jeux et des Sports, Premier Lotteries Ireland Designated Activity Company, Magnum
Corporation Sdn Bhd
Performance:
Arkansas Lottery Commission, Camelot Illinois LLC, Centre Monetique Interbancaire (CMI), City
of Torrington, District of Columbia, Georgia Lottery Corporation, GPT Pty Ltd, Hrvatska Lutrija D.O.O., Icra
Dairesi Mudurlugu, Idaho State Lottery, La Marocaine Des Jeux et des Sports, Lotteries Commission of
Western Australia, Department of Justice and Community Safety for and on behalf of the Crown in right of
the State of Victoria, Lotto Hamburg, Louisiana Lottery Commission, Meditel Telecom SA, Milli Piyango Idaresi
Genel Mudurlugu, New Hampshire Lottery Commission, New Mexico Lottery Auth
ority, Polla Chilena de
Beneficencia S.A., Spor Toto, State of Montana, State of Ohio - Lottery Gaming System, State of Vermont -
Vermont Lottery Commission, Town of Greybull, Town of Jackson, City of Gillette, Wyoming Lottery
Corporation, TJK, D106 Dijital, Hrvatska Lutrija d.o.o., OPAP SA..
Financing:
Bogazici Kurumlar Vergi Dairesi Mudurlugu, Denizli 9.Icra Mudurlugu, Airport EL. Venizelos
Customs.
Other:
Magnum Corporation Sdn Bhd
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
230
II) Other commitments
The Group has contractual obligations for the purchase of telecommunication services for the
interconnection of points of sale. The minimum future payments for the remaining contract duration on
December 31, 2022 were:
GROUP
31/12/2022
31/12/2021
Within 1 year
2.479
2.366
Between 2 and 5 years
1.502
3.749
Over 5 years
0
0
Total
3.981
6.116
As of December 31, 2022, the Group did not have material contractual commitments for acquisition of
tangible and intangible assets.
2.33 FINANCIAL RISK MANAGEMENT
Description of significant risks and uncertainties
The Group's international activities create several financial risks in the Group's operation, due to
constant changes in the global financial environment. The Group beyond the traditional risks of liquidity
risk and credit risk also faces market risk. The most significant of these risks are currency risk and
interest rate risk. The risk management program is a dynamic process that is constantly evolving and
adapted according to market conditions and aims to minimize potential negative impact on financial
results. The basic risk management policies are set by the Group Management. The risk management
policy is implemented by the Treasury Department of the Group which operates under specific guidelines
approved by management.
Credit risk
The Group does not have significant credit risk concentration because of the wide dispersion of its
customers and the fact that credit limits are set through signed contracts. The maximum exposure of
credit risk amounts to the aggregate values presented in the financial position. In order to minimize the
potential credit risk exposure arising from cash and cash equivalents, the Group sets limits regarding
the amount of credit exposure to any financial institution. Moreover, in order to secure its transactions
even more, the Group adopted an internal rating system, regarding credit rating evaluation, using the
relevant financial indices.
Liquidity risk
Prudent liquidity management means maintaining adequate liquidity, funding ability through approved
credit limits, and ability to repay liabilities. The Group has established specific policies to manage and
monitor its liquidity in order to continuously have sufficient cash and liquid non-core assets that can
meet its obligations. In addition, the Group has set up a system of monitoring and constant optimization
of its operating and investing costs in the framework of its liquidity management policies.
The following tables summarize the maturity of the financial liabilities of the Group based on 31/12/2022
and 31/12/2021:
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
231
FINANCIAL RISK MANAGEMENT
GROUP
31/12/2022
Financial Liabilities:
0-1 years
2-5
years
> 5
years
Total
Creditors and other liabilities ¹
63.499
0
0
63.499
Other long-term liabilities ¹
0
597
0
597
Bonds & Bank Loans (Senior Notes) ²
29.589
583.842
2.074
615.505
Other Loans and lease liabilities³
5.566
9.857
3.249
18.672
Total
98.654
594.296
5.323
698.273
GROUP
31/12/2021
Financial Liabilities:
0-1 years
2-5
years
> 5
years
Total
Creditors and other liabilities ¹
73.422
0
0
73.422
Other long-term liabilities ¹
0
502
0
502
Bonds & Bank Loans (Senior Notes) ²
36.538
667.976
2.074
706.588
Other Loans and lease liabilities³
4.601
7.963
2.758
15.322
Total
114.561
676.441
4.832
795.834
¹ Excluding “Deferred Income” and “Taxes” of notes
2.28
&
2.29
and refer to liabilities balances as of 31/12/2022 and
31/12/2021 as recognized in the relevant Statements of Financial Position, measured at amortized cost.
² Refer to Facilities “B”, “Bank loan” and “Revolving credit facility” of note
2.25
and include bonds balances (outstanding
balance – after relevant repurchases) including future contractual interest up to maturity date, on undiscounted values,
that differ to the relevant carrying amounts on Statements of Financial Position, that are measured at amortized cost
according to IFRS 9.
³ Refer to the Debt mentioned to the note
2.25
(excluding the above Senior Notes) as of 31/12/2022 & 31/12/2021 and
is stated as has been recognized to the relevant Statements of Financial Positions, measured at amortized cost.
COMPANY
31/12/2022
Financial Liabilities:
0-1 years
2-5
years
> 5
years
Total
Creditors and other liabilities ¹
38.652
0
0
38.652
Other long-term liabilities ¹
0
36
0
36
Loans and lease liabilities (note
2.25
)
1.690
267.732
0
269.422
Total
40.342
267.768
0
308.110
COMPANY
31/12/2021
Financial Liabilities:
0-1 years
2-5
years
> 5
years
Total
Creditors and other liabilities ¹
38.052
0
0
38.052
Other long-term liabilities ¹
0
36
0
36
Loans and lease liabilities (note
2.25
)
2.522
250.945
0
253.467
Total
40.574
250.981
0
291.555
1
Excluding “Deferred Income” and “Taxes” of notes
2.28
&
2.29
and refer to liabilities balances as of 31/12/2022
and 31/12/2021 as recognized in the relevant Statements of Financial Position, measured at amortized cost.
Market Risk
1) Foreign Exchange risk
Fluctuations in exchange rates can have significant effects on the Group’s currency positions. Group
transactions are carried out in more than one currency and therefore there is a high exposure in foreign
exchange rate fluctuations against the euro, which is the main underlying economic currency. On the
other hand, the Group’s activity abroad also helps to create an advantage in foreign exchange risk
management, due to the diversification in the currency portfolio. This kind of risk mainly results from
commercial transactions in foreign currency as well as investments in foreign entities. For managing
this type of risk, the Group uses various strategies, such as foreign currency hedging with receipts of
foreign currency dividends by abroad subsidiaries. The Group’s policy regarding the foreign exchange
risk concerns not only the parent company but also the Group’s subsidiaries.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
232
Sensitivity Analysis in Currency movements amounts of the period
1/1-31/12/2022
(in thousand €)
Foreign Currency
Currency Movement
Movement Effect
in Earnings
before taxes
Effect in Equity
USD:
5%
841
-762
-5%
-761
690
TRY:
5%
1.150
660
-5%
-1.040
-597
AUD
5%
609
60
-5%
-551
-54
ARS:
5%
239
490
-5%
-216
-443
Sensitivity Analysis in Currency movements amounts of the period
1/1-31/12/2021
(in thousand €)
Foreign Currency
Currency
Movement
Movement Effect
in Earnings before
taxes
Effect in Equity
USD:
5%
1.136
-1.393
-5%
-1.028
1.260
TRY:
5%
335
3
-5%
-303
-2
AUD
5%
452
169
-5%
-409
-152
ARS:
5%
298
404
-5%
-270
-366
DERIVATIVE FINANCIAL INSTRUMENTS
For 2022 and 2021 the Group didn’t proceed with such contracts in order to cover currency risk.
2) Interest rate risk
Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Group's activities are closely linked to interest rates
because of investments and long and short-term borrowings. To manage this risk category, the Group
uses financial hedging instruments in order to reduce its exposure to interest rate risk. The Group's policy
on managing its exposure to interest rate risk affects not only the parent company but also its subsidiaries
for their loans concluded in euros or local currency. The Group's exposure to the risk of changes in market
interest rates relates primarily to long-term borrowings of the Group's floating rate. The Group also
manages interest rate risk by having a balanced portfolio of loans with fixed and floating rate borrowings.
On 31 December 2022, approximately the 63% of the Group's borrowings are at a fixed rate (31/12/2021:
100%) with an average life of approximately 2,1 years. As a result, the impact of interest rate fluctuations
in operating results and cash flows of the Group's operating activities is small.
3) High leverage risk
INTRALOT’s ability to incur significant additional amounts of debt so as to finance its operations and
expansion depends on capital market conditions that influence the levels of new debt issues interest
rates and relevant costs. Furthermore, INTRALOT may be able to incur substantial additional debt in the
future, however, under the Senior Notes terms will be able to incur additional debt so long as on an
actual basis its consolidated fixed charge coverage ratio is at least 2,00 (31/12/2022: approximately
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
233
3,87), and will be able to incur additional senior debt as long as on an actual basis the ratio of total net
debt to EBITDA (senior leverage ratio) is not more than 3,75 (31/12/2022: approximately 3,67).
Additionally, the Group proceeded with the refinancing of Intralot Inc. debt with new bank financing
(Term Loan) maturing in 2025, the terms of which improve the access of the parent company to the
cash flows of the US subsidiary.
The new loan agreement signed with a consortium of six US financial
institutions also includes a revolving credit line (Revolver Facility) of $50 million, which will significantly
assist the Group's liquidity management. The new Term loans bear the US Sub-group financial covenants
for incurring additional debt with respect to the total Net Debt (senior) to EBITDA (Net Leverage ratio <4
up to 30/3/2024 and <3,75 thereafter) and financial expenses coverage ratio (Fixed Charge Coverage
ratio >1,25). Both covenant ratios were in compliance as of 31/12/2022.
CAPITAL MANAGEMENT
The Group aims through the management of capital to ensure that the Group can operate smoothly in
the future, maximize the value of its shareholders, and maintain the appropriate capital structure in
terms of costs of capital.
The Group monitors its capital adequacy on a Net Debt to EBITDA ratio basis. Net borrowings include
borrowing and lease liabilities minus cash and cash equivalents.
GROUP
31/12/2022
31/12/2021
Long-term loans
558.929
578.805
Long-term lease liabilities
11.424
9.179
Short-term loans
17.774
13.678
Short-term lease liabilities
4.698
2.857
Total Debt
592.825
604.519
Cash and cash equivalents
-102.366
-107.339
Net Debt
490.459
497.180
Lending of discontinued operations
0
0
Cash and cash equivalents
0
0
Net Debt (adjusted)
490.459
497.180
EBITDA from continuing operations
122.871
110.440
Leverage
3,99
4,50
The Group proceeded with the refinancing of Intralot Inc. debt with new banking facility (Term Loan)
maturing in 2025. The new loan agreement signed with a consortium of six US financial institutions also
includes a revolving credit line (Revolver Facility) of $50 million, which will significantly assist the
Group's liquidity management.
Environmental Sustainability
INTRALOT embodies environmental sustainability by identifying best practices and perform green
initiatives that align with its' values, in order to reduce its' environmental footprint. Paper and energy
consumption are the largest environmental impacts identified. INTRALOT is committed to reducing the
amount of waste and improve its' recycling rates. Additionally, it reduces the use of physical resources
such as paper and ink by reducing printing within the offices. INTRALOT is measuring its environmental
impact in order to operate in a more sustainable way in the future.
2.34 APPLICATION OF IAS 29 “FINANCIAL REPORTING IN HYPERINFLATIONARY
ECONOMIES”
The Group operates in Argentina through its two subsidiaries Tecno Accion SA and Tecno Accion Salta
SA. Since the third quarter of 2018, the cumulative 3-year inflation index in Argentina has exceeded
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
234
100% and the country is now considered as a hyperinflationary economy for accounting purposes under
IAS 29. The Group applied, for the first time in the nine months of 2018, IAS 29 and restated to current
purchasing power in the financial statements (transactions and non-cash balances) of the above
subsidiaries that use ARS as functional currency and present their financial statements at historical cost.
The restatement was made using the (IPIM) Internal Index Wholesale Prices and applied pursuant to
IAS 29, as if Argentina has always been a hyperinflationary economy.
Since the first semester of 2022, the cumulative 3-year inflation index in Turkey has exceeded 100%
and the country is now considered as a hyperinflationary economy for accounting purposes under IAS
29. The Group applied, for the first time in the six months of 2022, IAS 29 and restated to current
purchasing power in the financial statements (transactions and non-cash balances) of its subsidiary
BILYONER INTERAKTIF HIZMELTER AS GROUP that uses TRY as functional currency and presents its
financial statements at historical cost.
The result (after the relevant consolidation eliminations) from the restatement of the non-cash assets,
liabilities and transactions of the nine months of 2022 following the application of IAS 29 amounted to
a gain of €15.380 thousand and was recorded in the Income Statement (line “Gain/(loss) on net
monetary position”).
The conversion FX rates of the financial statements of the above subsidiaries were:
Statement of Financial Position
:
31/12/2022
31/12/2021
Change
EUR / TRY
19,96
15,23
31,1%
EUR / ARS
189,70
116,94
62,2%
Income statement
:
AVG 1/1-
31/12/2022
AVG 1/1-
31/12/2021
Change
EUR / TRY¹
19,96
10,51
89,9%
EUR / ARS ¹
189,70
116,94
62,2%
1
The Income Statement of the twelve-month period of 2022 and 2021 of the Group's subsidiaries operating in Argentina
and in Turkey (only for 2022) converted at the closing rate of 31/12/2022 and 31/12/2021 instead of the Avg. 1/1-
31/12/2022 and Avg.1/1-31/12/2021 pursuant to IAS 21, paragraph 42a, for hyperinflationary economies.
2.35 COMPARABLES
In the presented data of the comparative period took place the below mentioned reclassifications for
comparability purposes, with no impact on “Equity”, “Sale Proceeds” and “Profit / (loss) after tax” of the
Group and the Company:
-
In the statement of Financial Position of the Group and the Company for 2021, an amount of €
27.268 thousand was reclassified from «Trade and other short-term Receivables» to «Other long-
term receivables»
-
In the statement of Financial Position of the Group and the Company for 2021, amount of € 2.118
thousand and € 1.748 thousand, respectively, were reclassified from «Trade and other short-term
Liabilities» to «Trade and other short-term Receivables»
-
In the Statement of Comprehensive Income of the Group for 2021, an amount of €5.608 thousand
was reclassified from "Administrative expenses" to "Cost of sales."
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
235
2.36 SIGNIFICANT FLUCTUATIONS, RECLASSIFICATIONS & REVERSALS
Income Statement
Below are the most significant fluctuations in the Group's Income Statement for the period 1/1-
31/12/2022 compared to 1/1-31/12/2021:
Sale proceeds
Total revenue decreased by €-21,2 million, or -5,1%, from €414,0 million in the twelve months period
ended December 31, 2021, to 392,8 million in the twelve months period ended December 31,2022.
This decrease is mainly due to lower revenues in the Licensed Operations sector, by €-43,7 million, or -
32,9% compared to the previous period. Specifically, the turnover in Malta decreased by €-51,5 million,
or -54,0% compared to the previous year, due to the expiration of the license in early July 2022, while
the increase in revenue in Argentina by €+7,7 million, or +20,5% on an annual basis, offset the above,
influenced by the development of the local market.
In the Technology and Support Services sector, there was an increase of €+19,5 million, or +8,3%, mainly
due to higher revenues from our activities in the USA (€+8,9 million, positively affected by the Euro
devaluation), Croatia (€+5,8 million, as a result of the full contribution of our new contract which started
in late April 2021), Australia (€+5,7 million, due to the recovery from the slowdown associated with
COVID-19), and lower performance from other jurisdictions (€-0,9 million, from service sales).
In the sector of Gaming Management (B2B/B2G), the Group presented an overall increase in revenue by
€+3,1 million, or +6,5%. The increase is mainly attributed to the increased revenue from Bilyoner activities
in Turkey (€+1,7 million, favored by the growth of the online market), Morocco (€+0,9 million, due to
market development) and sports betting in the US, specifically in Montana and Washington DC (€+0,4
million).
Gross Profit
Gross profit increased by €+13,9 million, or by 12,2%, from €113,8 million in the period 1/1-
31/12/2021 to €127,7 million in the period 1/1-31/12/2022. This increase is mainly driven by the
continued cost containment initiatives in Greece.
Other Operating Income
Other operating income increased by €+3,3 million, or +15,2%, from €21,6 million in the period 1/1-
31/12/2021 to €24,9 million in the period 1/1-31/12/2022. This increase is mainly due to higher income
equipment lease income in USA.
Selling Expenses
Selling expenses decreased by €-1,5 million or -6.6%, from €22,6 million in the period 1/1-31/12/2021
to €21,1 million in the period 1/1-31/12/2022.
Administrative Expenses
Administrative expenses increased by €+5,1 million, or +7,5%, from €67,9 million in the period 1/1-
31/12/2021 to €73,1 million in the period 1/1-31/12/2022.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
236
Reorganization Expenses
Reorganization expenses decreased by €-16.0 million or -93.0% from €17.2 million in the period of 1/1-
31/12/2021, which refer mainly to advisors’ fees related to the restructuring of the 2021 and 2024 bonds,
to €1.2 million in the period of 1/1-31/12/2022.
Other operating expenses
Other operating expenses remained at the same level as in 2021, with a small increase of €0,2 million, or
4.5% from €3.9 million in the period of 1/1-31/12/2021 to €4.1 million in the period of 1/1-31/12/2022
EBITDA
EBITDA increased by €12,4 million, or by 11,3%, from €110,4 million in the period 1/1-31/12/2021 to
€122,9 million in the period 1/1-31/12/2022. This increase is mainly driven by the increase in Gross Profit
and Other operating income as analyzed above.
Income/(expenses) from participations and investments
Income/(expenses) from participations and investments came up to net expense of €-0,9 million in the
period 1/1-31/12/2022 from net income of €+45,1 million in the period 1/1-31/12/2021. This decrease is
mainly due to the income of €43 million from the exchange of 34,27% of the share capital of Intralot US
Securities B.V. (indirectly parent company of Intralot, Inc.) to holders of existing bonds maturing in 2024
with a nominal value of €118,24 million, which was recognized by the Group in 2021.
Gain / (losses) from assets disposal, impairment loss and write-off of assets
Gain / (loss) from assets disposal, impairment loss & write off of assets came up to net income of €+0,6
million in the period 1/1-31/12/2022, compared to a net expense of €-16,3 million in the period 1/1-
31/12/2021. This improvement is due to higher provisions for impairment of non-current assets in 2021,
mainly due to COVID-19. Further analysis is provided in notes
2.14
and
2.16.
Interest and Similar Expenses
Interest and similar expenses decreased by €-22,0 million, or -36,2%, from €60,9 million in the period
1/1-31/12/2021 to €38,9 million in the period 1/1-31/12/2022. This reduction is mainly due to lower
interest expenses, lower expenses for guarantees compared to 2021, as well as to the non-recurring
expenses in 2021 related to loan restructuring.
Interest and Related Income
Interest and related income decreased by €45,2 million from €47,4 million in the period 1/1-31/12/2021
to €2,2 million in the period 1/1-31/12/2022. This reduction is mainly due to non-recurring interest
income recognized in 2021 related to the refinancing of the September 2021 bonds.
Exchange Differences
Positive impact from foreign exchange results (€0,7 million compared to 2021), as a result of valuation
of cash balances in foreign currency outside each entity's functional currency and evaluating the
commercial and loan liabilities of various subsidiaries abroad in euros, as well as the positive effect of
reclassifying exchange differences reserve in the Income Statement in accordance with IFRS 10.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
237
Profit / (loss) from equity method consolidations
Consolidation of associates and joint ventures through the equity method remained unchanged, exhibiting
a slight increase from a profit of €0.2 million in the twelve period ended 2021 to €0.3 million in the twelve
months period 2022 (mainly deriving by the Group’s associates in Asia).
Taxes
Taxes in the period 1/1-31/12/2022 amounted to €10,8 million, versus €4,4 million in the period 1/1-
31/12/2021. This increase arises primarily from the subsidiaries in USA and Turkey.
Further analysis for the accounts Group Income Statement for the period 1/1-31/12/2022 compared to
1/1-31/12/2021 is provided in the ANNUAL Group Management report (“INTRALOT Group MANAGEMENT’S
DISCUSSION & ANALYSIS”) that has been posted in the website
.
Statement of Financial Position
No significant reclassifications were made to the Group's statement of financial position as of 31/12/2022
compared to the 31/12/2021, except from those mentioned in note
2.35
.
2.37 MACROECONOMIC ENVIRONMENT
ECONOMIC CONDITIONS
Economies around the world are navigating through a challenging period of inflationary pressures and
rising interest rates that weigh on economic growth and create a wide range of implications on businesses.
Increased interest rates have a direct impact on the financing servicing costs of the Intralot Group, while
the outlook is that central banks will not start to ease their monetary policy before the end of 2023.
High inflation levels are tightening financial conditions in most regions, impacting most industries. The
indirect effects on our Group’s business activities from the flagging economic growth and the increase in
operating expenses due to wage inflation pressures cannot be overlooked.
The geopolitical tension arising from the war in Ukraine with the energy crisis, the supply chain disruptions
and the rising inflation are factors that are expected to determine the economic outlook. Although our
Group does not have exposure in terms of operations or dependency on suppliers in Ukraine and Russia,
the potential risks from the reduction in the household disposable income and the possible increase in
operating expenses due to inflationary pressures cannot be overlooked.
The Management of the Company closely monitors geopolitical and economic developments and is ready
to take all the necessary measures for protecting its operations.
2.38 SUBSEQUENT EVENTS
On April 6, 2023, INTRALOT announced that its U.S. subsidiary, “INTRALOT, Inc”, signed a 3-year
contract, including an option of three annual extensions, with British Columbia Lottery Corporation
(BCLC) for the provision of its next-generation sports betting platform INTRALOT Orion and relevant
managed services, to enable the operations and management of BCLC’s retail sportsbook.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
238
There are no other significant events subsequent to the date of the financial statements, which concern
the Group and the Company and for which relevant disclosure is required in accordance with the
International Financial Reporting Standards (IFRS).
Peania,
Α
pril 11, 2023
THE CHAIRMAN OF THE BOD AND
GROUP CEO
THE DEPUTY CHIEF EXECUTIVE OFFICER
AND MEMBER OF THE BOD
S.P. KOKKALIS
ID. No. A
Ι
091040
C.D. SFATOS
ID. No.
AH 641907
THE GROUP CFO
THE GROUP ACCOUNTING DIRECTOR
A. A. CHRYSOS
ID No. AK 544280
V. A. VASDARIS
ID. No. X 082228
H.E.C. License
No. 00949/ A' Class
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
239
REPORT ON THE USE OF THE FUNDS RAISED FROM THE SHARE CAPITAL INCREASE WITH
CASH PAYMENT UNTIL 31.12.2022
According to the provisions of Articles 4.1.2, Part A of Decision 25/17.07.2008 of the Hellenic Capital
Market Commission and Decision 8/754/14.4.2016 of the Board of Directors of the Hellenic Capital Market
Commission, as amended, an increase of the share capital of "
INTRALOT S.A. - INTEGRATED LOTTERY
SYSTEMS AND SERVICES
" (hereinafter the "Company") was carried out with cash payment and with a
pre-emption right in favor of the existing shareholders of the Company, in a ratio of 1.4999665907674
new shares for each old share of the Company, based on the decision of the Company's board of directors
of 21.06.2022, in accordance with the provisions of Article 24 paragraph 1(b) of Law 4548/2018, pursuant
to the authority granted to the board of directors by the extraordinary general meeting of the Company's
shareholders on 23.05.2022, and total funds raised in the amount of €129,224,124.70. From the share
capital increase, 222,800,215 new common shares were issued with an issue price of €0.58 each and a
nominal value of €0.30 each, which were listed for trading in the Surveillance Market Segment of the
Athens Stock Exchange on 01.08.2022, following the approval of the Listings and Market Operation
Committee of the Athens Stock Exchange during its meeting on 28.07.2022. The certification of the timely
and complete payment of the total amount of the Increase of Share Capital by the Board of Directors of
the Company took place on 25.07.2022. Until 31.12.2022, the raised funds were allocated according to
the use specified in the Prospectus Memorandum, which was approved by the Capital Markets
Commission's Board of Directors on 23.06.2022. The table below shows the allocation of the funds raised
(amounts in thousands €) until 31.12.2022.
Table of Utilization of Funds Raised from the Share Capital Increase
S/N
Use of Proceeds
Funds raised
(in thousand €)
Funds used (in thousand €)
Up to
31/12/2022
Remaining
for use after
31/12/2022
Note
1
Repurchase of 34.27% of minority
interest of our Dutch subsidiary,
Intralot US Securities B.V.
125,088
125,088
0
1
2
Working Capital financing
2,736
3,236
0
2
3
Estimated Issue Expenses
1,400
900
Grand Total
129,224
129,224
0
Notes:
1.
As regards the use of proceeds, and in accordance with the Prospectus Memorandum on July 28,
2022, the Company purchased through its wholly owned Dutch subsidiary “Intralot Global Holdings B.V.”
(IGH) 33.227.256 ordinary shares (or 33,23%) in “Intralot US Securities B.V.” from their current holders
for a price of €3,65 per share (i.e. €121.279.484,40 in total). “Intralot US Securities B.V.” holds indirectly
100% of the shares of “Intralot, Inc.” a US (Georgia) corporation. The remaining 1.043.424 shares (or
1,04%) of “Intralot US Securities B.V.” were purchased by IGH for the same price per share pursuant to
the "drag-along" provisions of the Joint Venture Agreement in effect since Aug 3, 2021, a few days later,
bringing the controlling share of the Intralot Group in “Intralot Inc.” to 100%.
INTRALOT Group
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2022
240
2.
Issue expenses finally amounted to €900k instead of €1,400k, initially estimated and the remaining
amount of €500k was used for working capital purposes as per relevant provisions described in the
Prospectus Memorandum.
Peania, 19 April 2023
THE CHAIRMAN OF THE BOD AND
GROUP CEO
THE DEPUTY CHIEF EXECUTIVE OFFICER
AND MEMBER OF THE BOD
S.P. KOKKALIS
ID. No. A
Ι
091040
C.D. SFATOS
ID. No.
AH 641907
THE GROUP CFO
A. A. CHRYSOS
ID No. AK 544280
Report on factual findings from the agreed-upon procedures on the
Report of Use of Funds Raised
To the Board of Directors of the Company INTRALOT SA
Purpose of this agreed-up procedures report and restriction on use or distribution of the
report
The purpose of our report is exclusively to provide to the Board of Directors (hereinafter the
"Management") of INTRALOT S.A. (hereinafter "the Company") our findings regarding the execution of the
below agreed-upon procedures in the context of the regulatory framework of the Athens Stock Exchange
as well as the relevant legislative framework of the Capital Market Commission, on the Report on Use of
Funds raised from the Share Capital Increase with cash payment carried out in accordance with the decision
of the Board of Directors of the Company from 21.06.2022 and in accordance with the decision approving
the content of the Prospectus by the Board of Directors of the Capital Market Commission with its meeting
No. 956/23.6.2022.
This Report is addressed exclusively to the Company's Board of Directors in the context of compliance with
its obligations to the current Regulatory Framework of the Athens Stock Exchange. Therefore, this report
may not be used for any other purpose, since it is limited only to the information mentioned above and does
not extend to does not extend to any financial statements prepared by the Company for the year ended
December 31, 2022, for which we have issued a separate Audit Report dated April 11, 2023.
Responsibilities of Management
The Company's Management has acknowledged with the engagement letter dated 3/4/2023 that the
agreed-upon procedures are appropriate for the purpose of the engagement.
The Company's Management is responsible for the preparation of the aforementioned Report in
accordance with the applicable regulations of the Athens Stock Exchange and the Capital Market
Commission and in accordance with the provisions of the Prospectus of June 24, 2022.
Auditor’s Responsibilities
We have conducted the agreed-upon procedures engagement in accordance with the International
Standard on Related Services (ISRS) 4400 (Revised), Agreed-Upon Procedures Engagements. An agreed-
upon procedures engagement involves our performing the procedures that have been agreed with the
Company, and reporting the findings, which are the factual results of the agreed-upon procedures
performed. We make no representation regarding the appropriateness of the agreed-upon procedures.
This agreed-upon procedures engagement is not an assurance engagement. Accordingly, we do not express
an opinion or an assurance conclusion. Had we performed additional procedures, other matters might have
come to our attention that would have been reported.
Professional Ethics and Quality Control
We have complied with the ethical requirements ethical requirements of the International Code of Ethics
for Professional Accountants of the International Ethical Standards Board for Professional Accountants
(including the International Standards of Independence) (IESBA Code) and the independence requirements
in Part 4A of the IESBA Code. For the purpose of this engagement, there are no independence requirements
with which we are required to comply.
Our firms apply International Standard on Quality Control (ISQC) 1, Quality Control for Firms that Perform
Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements, and
accordingly, maintain a comprehensive system of quality control including documented policies and
procedures regarding compliance with ethical requirements, professional standards and applicable
legal and regulatory requirements.
Procedures and Findings
We have performed the procedures described below, which were agreed with the Company's
Management, in the terms of the engagement letter dated 03/04/2023.
Procedures
Findings
1.
We compared the amounts referred to as
payments in the Report on Use of funds raised
from the Share Capital Increase against the
corresponding
amounts
recorded
in
the
Company's books and records, during the period
referred to.
The amounts shown as payments in the Report
on Use of funds raised from the Share Capital
Increase, by category of use, are derived from the
books and records of the Company, during the
period referred to.
2
We inspected the completeness and consistency
of the content of the Report to the Prospectus
issued by the Company for this purpose, as well
as to the relevant decisions and communications
of the governing bodies of the Company.
The content of the Report includes at least the
information required for this purpose by the
regulatory framework of the Athens Stock
Exchange as well as the relevant legislative
framework
of
the
Hellenic
Capital
Market
Commission and is consistent with the referent in
the prospectus issued for this purpose and the
relevant decisions and communications of the
governing bodies of the Company.
Athens, April 19, 2023
The Certified Public Accountants
Anastasios F. Dallas
Panagiotis Noulas
SOEL Reg. No. 27021
SOEL Reg. No 40711
SOL S.A.
Member of Crowe Global
3, Fok. Negri Street, 112 57
Athens, Greece
Institute of CPA (SOEL) Reg. No. 125