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's activity report 2022

The main activity of the joint-stock company Eesti Loto is the organization of lotteries.

The joint-stock company Eesti Loto is a full member of the following international organizations: • ESLTA - European State Lottery and Toto Association, • WLA - World Lottery Association.

Good Corporate Governance Practice

The joint-stock company Eesti Loto generally follows the recommendations of the Good Corporate Governance Practice (hereinafter: GCGP) in resolving issues related to corporate governance.

However, in addition to the recommendations provided in the GCGP, the company's management also follows the State Property Act, as the joint-stock company Eesti Loto is 100% owned by the Republic of Estonia

Therefore, due to the ownership structure of the joint-stock company Eesti Loto and the specific characteristics of corporate governance at the level of the general meeting and the council, the joint-stock company Eesti Loto does not follow

some of the GCGP's recommended guidelines. Below are references to those GCGP provisions (GCGP point and its summary) that are not followed and reasons for non-compliance are added.

The GCGP guidelines that are not followed mainly concern the conduct of the general meeting and the appointment of council members, the purpose of which is to protect the interests of shareholders. Since

The sole owner of the shares of the joint-stock company Eesti Loto is the Republic of Estonia, the interests of the shareholder are protected in accordance with the principles set out in the State Property Act. The protection of investors' interests and their equal treatment is ensured by the joint-stock company Eesti Loto, as the company follows the principles and rules set out in the chapters of the GCGP dealing with the disclosure of information and financial reporting and auditing.

General Meeting - The joint-stock company Eesti Loto does not follow the rules set out in point I of the GCGP:

The non-compliance with the guidelines in point 1 (General Meeting) is due to the fact that the sole shareholder of the joint-stock company

Eesti Loto is the Republic of Estonia and the executor of the shareholder's rights is

The Ministry of Finance, represented by the Minister of Finance at the general meeting of shareholders.

The exercise of shareholder rights and the powers of the representative are set out in the State Property Act and the participants in the general meetings are determined as needed in coordination with the sole shareholder. In addition, it should be noted that according to the Gambling Act § 9 (5), only the Republic of Estonia can be a shareholder of the joint-stock company Eesti Loto, so the joint-stock company Eesti Loto cannot have more than one shareholder. It should also be noted that according to the Commercial Code § 305, a sole shareholder can make decisions without convening meetings and change the agenda without any formalities. Therefore, there is no need to establish special rules or create mechanisms to protect minority shareholders in the case of a sole shareholder.

Management Board - The joint-stock company Eesti Loto does not follow GCGP point 2.2.5, as the specifics of the joint-stock company Eesti Loto arising from the Gambling Act and also the State Property Act do not allow its implementation