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Euronet’s EFT Processing Segment normally experiences its heaviest demand for dynamic currency conversion ("DCC") services during the third quarter of the fiscal year, normally coinciding with the tourism season. The epay Segment is normally impacted by seasonality during the fourth quarter and first quarter of each year due to higher transaction levels during the holiday season and lower levels following the holiday season. Also, epay sells large loyalty rewards campaigns to retailers, which could be deployed in any given quarter and will impact the activity in that quarter accordingly. Seasonality in the Money Transfer Segment varies by region of the world. In most markets, Euronet usually experiences increased demand for money transfer services from the month of May through the fourth quarter of each year, coinciding with the increase in worker migration patterns and various holidays, and its lowest transaction levels during the first quarter of the year.
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of this standard did not have a significant impact on the Company's consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting a quantitative threshold. In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes. It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and the Company will adopt the standard in the following fiscal year. The adoption of this standard is not expected to have a significant impact on the Company's consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures. In January 2025, the FASB issued ASU 2025-01, Income Statement Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date to clarify the effective date of ASU 2024-03. The amendments require Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The Company expects to adopt the update for the annual financial statements issued for the year ending December 31, 2027 and is currently evaluating the impact of adopting the standard on the condensed consolidated financial statements.
(3) ACQUISITIONS
Acquisitions 2025
No material acquisitions.
Acquisitions 2024
On February 1, 2024, Euronet acquired Infinitium Group, a leading regional solutions provider with Payments Authentication services, for a purchase consideration of $70.0 million cash and $5.0 million of the Company’s common stock to be paid over two installments on February 1, 2026 and 2027. The Company allocated $51.0 million of the purchase consideration to customer relationships, $5.6 million to acquired net assets, $10.2 million to deferred tax liability and the remaining $28.6 million to goodwill.
(5) STOCKHOLDERS' EQUITY
Earnings (Loss) Per Share
Basic earnings (loss) per share has been computed by dividing earnings (loss) available to common stockholders by the weighted average number of common shares outstanding during the respective period. Diluted earnings (loss) per share has been computed by dividing earnings (loss) available to common stockholders by the weighted average shares outstanding during the respective period, after adjusting for the potential dilution of options to purchase the Company’s common stock, assumed vesting of restricted stock units and the assumed conversion of the Company’s convertible debt, if such conversion would be dilutive.
The table includes all stock options and restricted stock units that are dilutive to the Company's weighted average common shares outstanding during the period. The calculation of diluted earnings per share excludes stock options or shares of restricted stock units that are anti-dilutive to the Company's weighted average common shares outstanding of approximately 3.6 million and 3.3 million for the three months ended March 31, 2025 and 2024.
Euronet issued Convertible Senior Notes ("Convertible Notes") due March 2049 on March 18, 2019. The Convertible Notes currently have a settlement feature requiring us upon conversion to settle the principal amount of the debt and any conversion value in excess of the principal value ("conversion premium"), for cash or shares of Euronet's common stock or a combination thereof, at the Company's option. The Company has stated its intent to settle any conversion of these notes by paying cash for the principal value and issuing common stock for any conversion premium; however, after adopting ASU 2020-06, 2.8 million incremental shares assumed for conversion of Convertible Notes were initially required to be included in the dilutive earnings per share calculation, if dilutive, regardless of whether the market price trigger had been met. Therefore, the Convertible Notes are included in the calculation of diluted earnings per share if their inclusion is dilutive. The dilutive effect increases the more the market price exceeds the conversion price of $188.73 per share. See Note 10, Debt Obligations, to the consolidated financial statements for more information about the Convertible Notes.
During March 2025, almost all of the Convertible Note holders exercised their right to require the Company to repurchase their notes, and we repurchased $491.8 million of Convertible Notes leaving $33.2 million of Convertible Notes outstanding at March 31, 2025. This repurchase reduced the weighted average incremental shares from assumed conversion from 2.8 million in the prior year to 2.3 million at March 31, 2025.
Share repurchases
On September 13, 2023, the Company put a repurchase program in place to repurchase up to $350 million in value, but not more than 7.0 million shares of common stock through September 13, 2025. As of March 31, 2025, approximately $121.9 million in value of additional shares were available to be repurchased under this repurchase program. On September 11, 2024, the Company put a repurchase program in place to repurchase up to $350 million in value, but not more than 7.0 million shares of common stock through September 11, 2026. As of March 31, 2025, all shares were available to be repurchased under this repurchase program. Repurchases under the programs may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10b5-1 plan.
Accumulated Other Comprehensive Income (loss)
Accumulated other comprehensive income (loss) consists entirely of foreign currency translation adjustments. The Company recorded foreign currency translation adjustments of $84.0 million for the three months ended March 31, 2025 and $(45.0) million for the three months ended March 31, 2024, respectively. There were no reclassifications of foreign currency translation adjustments into the consolidated statements of income for the three months ended March 31, 2025 and 2024.
Of the total goodwill balance of $882.2 million as of March 31, 2025, $366.8 million relates to the Money Transfer Segment, $447.3 million relates to the EFT Processing Segment and the remaining $68.1 million relates to the epay Segment. Estimated amortization expense on acquired intangible assets with finite lives as of March 31, 2025, is expected to total $14.3 million for the remainder of 2025, $18.2 million for 2026, $16.7 million for 2027, $16.0 million for 2028 , $16.0 million for 2029 and $15.9 million for 2030.
(7) CONVERTIBLE NOTES RECEIVABLE
The Company loaned a total of $60 million to Koin Mobile, LLC and Marker Trax, LLC under two promissory notes (the "2028 Notes"), which were fully executed on October 19, 2023. Under the terms of the 2028 Notes, interest will accrue on the Notes at 2% per annum and all unpaid principal and interest will be due and payable on October 18, 2028 if not converted earlier as discussed below.
On March, 27, 2025, the Company loaned $25 million to Marker Trax Digital, LLC under a promissory note (the "2030 Note"). Under the terms of the 2030 Note, interest will accrue on the 2030 Note at 2% per annum and all unpaid principal and interest will be due and payable on March 27, 2030 if not converted earlier as discussed below.
The Company has a security interest in all of the assets of Koin Mobile, LLC, Marker Trax, LLC, and Marker Trax Digital, LLC, The aggregate outstanding principal and accrued interest were under the 2028 Notes and the 2030 Note $85.0 million and $1.7 million at March 31, 2025.
The 2028 Notes and the 2030 Note are convertible into preferred equity of Koin Mobile, LLC, Marker Trax, LLC and Marker Trax Digital, LLC, at the option of the Company upon the occurrence of certain events including a qualified equity financing, change in control, achievement of profitability or at the option of the Company at maturity, as defined in the related promissory note purchase agreements.
The Company records deferred revenues when cash payments are received or due in advance of the Company's performance. The decrease in the deferred revenue balance for the three months ended March 31, 2025 is the result of $77.2 million of revenues recognized and $78.0 million of cash payments received in the current year for which the Company has not yet satisfied the performance obligations.
Borrowings under the revolving Credit Facility (other than swing line loans) bear interest based on a margin over a secured financing rate or the base rate, as selected by the Company, which varies from 0.875% to 1.375%, in each case based on the Company’s current credit rating. The applicable margin for borrowings under the Credit Facility, based on the Company’s current credit rating is 1.075%. In addition, the Company pays a facility fee on the total commitments made under the revolving Credit Facility, which varies from 0.125% to 0.250%. The current facility fee is 0.175%.
Debt Issuance Costs
(11) DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company is exposed to foreign currency exchange risk resulting from (i) the collection of funds or the settlement of money transfer transactions in currencies other than the U.S. dollar, (ii) derivative contracts written to its customers in connection with providing cross-currency money transfer services and (iii) certain foreign currency denominated other asset and liability positions. The Company enters into foreign currency derivative contracts, primarily foreign currency forwards and cross-currency swaps, to minimize its exposure related to fluctuations in foreign currency exchange rates. As a matter of Company policy, the derivative instruments used in these activities are economic hedges and are not designated as hedges under ASC 815, primarily due to either the relatively short duration of the contract term or the effects of fluctuations in currency exchange rates are reflected concurrently in earnings for both the derivative instrument and the transaction and have an offsetting effect.
Foreign currency exchange contracts - Ria Operations and Corporate
In the United States, the Company uses short-duration foreign currency forward contracts, generally with maturities up to 14 days, to offset the fluctuation in foreign currency exchange rates on the collection of money transfer funds between initiation of a transaction and its settlement. Due to the short duration of these contracts and the Company’s credit profile, the Company is generally not required to post collateral with respect to these foreign currency forward contracts. Most derivative contracts executed with counterparties in the U.S. are governed by an International Swaps and Derivatives Association agreement that includes standard netting arrangements; therefore, asset and liability positions from forward contracts and all other foreign exchange transactions with the same counterparty are net settled upon maturity. The Company had foreign currency forward contracts outstanding in the U.S. with a notional value of $415.6 million and $281.5 million as of March 31, 2025 and December 31, 2024, respectively. The foreign currency forward contracts consist primarily in Australian dollars, Canadian dollars, British pounds sterling, euros and Mexican pesos.
In addition, the Company uses forward contracts, typically with maturities from a few days to less than one year, to offset foreign exchange rate fluctuations on certain short-term borrowings that are payable in currencies other than the U.S. dollar. The Company had foreign currency forward contracts outstanding with a notional value of $396.6 million and $710.4 million as of March 31, 2025 and December 31, 2024, respectively, primarily in euro.
Foreign currency exchange contracts - xe Operations
xe writes derivative instruments, primarily foreign currency forward contracts and cross-currency swaps, mostly with counterparties comprised of individuals and small-to-medium size businesses and derives a currency margin from this activity as part of its operations. xe aggregates its foreign currency exposures arising from customer contracts and hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. Foreign exchange revenues from xe's total portfolio of positions were $22.8 million for the three months ended March 31, 2025, and $20.9 million for the same period in 2024. All of the derivative contracts used in the Company's xe operations are economic hedges and are not designated as hedges under ASC 815. The duration of these derivative contracts is generally less than one year.
The fair value of xe's total portfolio of positions can change significantly from period to period based on, among other factors, market movements and changes in customer contract positions. xe manages counterparty credit risk (the risk that counterparties will default and not make payments according to the terms of the agreements) on an individual counterparty basis. It mitigates this risk by entering contracts with collateral posting requirements and/or by performing financial assessments prior to contract execution, conducting periodic evaluations of counterparty performance and maintaining a diverse portfolio of qualified counterparties. xe does not expect any significant losses from counterparty defaults.
The aggregate equivalent U.S. dollar notional amount of foreign currency derivative customer contracts held by the Company in its xe operations as of March 31, 2025 and December 31, 2024 was $0.9 billion and $0.9 billion, respectively. The significant majority of customer contracts are written in major currencies such as the euro, U.S. dollar, British pounds sterling, Australian dollar and New Zealand dollar.
The following table details financial assets and liabilities measured and recorded at fair value on a recurring basis:
Euronet's Chief Executive Officer (CEO) is the Chief Operating Decision Maker (CODM) and is responsible for assessing performance and making resource allocation decisions across the Company's operating segments. The CODM evaluates segment performance primarily based on financial metrics such as revenue, operating income, and other key performance indicators. In making resource allocation decisions, the CODM reviews segment operating income and revenue on a monthly basis to assess profitability and efficiency across segments. Additionally, the CODM considers forecast-to-actual variances in revenue, operating income, and key performance indicators as part of the forecasting process. These measures are used to guide decisions related to capital investments, personnel allocation, and strategic initiatives across the Company’s segments. The CODM also evaluates segment-level profitability and return on assets when making long-term investment decisions and assessing segment performance relative to strategic goals. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.
Euronet's reportable operating segments have been determined in accordance with ASC Topic 280, Segment Reporting ("ASC 280"). The Company currently operates in the following three reportable operating segments:
1) Through the EFT Processing Segment, the Company processes transactions for a network of ATMs and POS terminals across Europe, the Middle East, Africa, Asia Pacific and the United States. Euronet provides comprehensive electronic payment solutions consisting of ATM cash withdrawal and deposit services, ATM network participation, outsourced ATM and POS management solutions, credit, debit and prepaid card outsourcing, dynamic currency conversion, domestic and international surcharges and other value added services. Through this segment, the Company also offers a suite of integrated electronic financial transaction software solutions for electronic payment and transaction delivery systems.
2) Through the epay Segment, Euronet provides distribution, processing and collection services for electronic payment products, and prepaid mobile airtime through a network of POS terminals in Europe, the Middle East, Asia Pacific, South America and North America. The epay Segment also provides vouchers and physical gift fulfillment services in Europe.
3) Through the Money Transfer Segment, Euronet provides global money transfers and currency exchange information in retail stores, apps, and websites through Ria Money Transfer, Xe and the Dandelion cross-border real-time payments network. Euronet’s Money Transfer segment offers real-time, cross-border payments to consumers and businesses across 199 countries and territories, enabling banks, fintechs and big tech platforms to integrate an international payments solution into their own platforms. Ria Money Transfer offers real-time international money transfers with a special focus on emerging markets. In addition, Ria offers safe and affordable money transfers through a global network of cash locations and online, serving over 20 million customers annually. Xe offers web and app-based currency information and industry-leading consumer and business cross-border money transfer services. Customers can send money, buy property overseas, and execute other international payments via the Xe website or app. Dandelion offers consumer and business transaction processing and fulfillment with alternative payout channels like bank accounts, cash pick-up and mobile wallets. Dandelion powers cross-border payments for Xe and Ria, as well as third party banks, fintechs, and big tech platforms.
In addition, the Company accounts for non-operating activity, share-based compensation expense, certain intersegment eliminations and the costs of providing corporate and other administrative services in the administrative division, "Corporate Services, Eliminations and Other." These services are not directly identifiable with the Company’s reportable operating segments.
The Company's effective income tax rate was 15.6% and 37.9% for the three months ended March 31, 2025 and 2024 respectively. The Company's effective income tax rate for the three months ended March 31, 2025 was lower than the applicable statutory income tax rate of 21% mainly as a result of our U.S. deferred tax activity on the repurchase of Convertible Notes. The Company's effective income tax rate for the three months ended March 31, 2024 was higher than the applicable statutory income tax rate of 21% as a result of the Company's U.S. deferred tax activity on foreign exchange positions and certain of its foreign earnings being subject to higher local statutory tax rates. The Organization for Economic Co-operation and Development (“OECD”) Pillar 2 guidelines published to date include transition and safe harbor rules around the implementation of the Pillar 2 global minimum tax of 15%. Based on current enacted legislation effective in 2025, the Company does not expect a material impact in 2025. The Company is monitoring developments and evaluating the impacts these new rules will have on its future income tax provision and effective income tax rate.
(15) COMMITMENTS
Most leases include an option to renew, with renewal terms that can extend the lease terms. The exercise of lease renewal options is at the Company's sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease terms. The Company also has a unilateral termination right for most of the ATM site leases. Since the Company is not reasonably certain not to exercise termination options, payments for ATM site leases with termination options subject to the short-term lease exemption are expensed in the period incurred and corresponding leases are excluded from the right of use lease asset and lease liability balances. Certain of the Company's lease agreements include variable rental payments based on revenues generated from the use of the leased location and certain leases include rental payments adjusted periodically for inflation. Variable lease payments are recognized when the event, activity or circumstance in the lease agreement on which those payments are assessed occurs and are excluded from the right of use assets and lease liabilities balances. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Future minimum lease payments
Future minimum lease payments under non-cancelable operating leases (with initial lease terms in excess of one year) as of March 31, 2025 are:
(1) Operating lease payments reflect the Company's current fixed obligations under the operating lease agreements.
Euronet is a leading global financial technology solutions and payments provider. We offer payment and transaction processing and distribution solutions to financial institutions, retailers, service providers and individual consumers. Our primary product offerings include comprehensive ATM, point-of-sale ("POS"), card outsourcing, card issuing and merchant acquiring services, software solutions, electronic distribution of prepaid mobile airtime, managed services and other electronic payment products, foreign currency exchange services and global money transfer services. We operate in the following three segments:
1) The EFT Processing Segment meets the needs of financial institutions and consumers through Euronet-owned and outsourced ATMs and POS terminals combined with value added and transaction processing services. We deploy and operate our own ATMs, providing ATM services for financial institutions and providing electronic payment processing solutions. EFT offers a suite of integrated electronic financial transaction software solutions for electronic payment and transaction delivery systems. Transactions processed span a network of 55,512 installed ATMs and approximately 1,214,000 POS terminals.
2) The epay Segment provides retail payment solutions and delivers innovative connections between the digital content of the world’s leading brands and consumers. epay has one of the largest retail networks across Europe and Asia for the distribution of physical and digital third-party content, including branded payments, mobile, and alternative payments, partnering with 1,000+ of the world’s leading brands. In addition, through our own products, we have leveraged our technology to solve business challenges, delivering scalable solutions to drive efficiency and effectiveness. Our comprehensive range of consumer products simplifies transactions and provides financial convenience across a wide range of branded payments. epay operates in 64 countries. We operate a network that includes approximately 735,000 POS terminals that enable electronic processing of prepaid mobile airtime "top-up" services and other digital media content.
3) The Money Transfer Segment provides global money transfers and currency exchange information in retail stores, apps, and websites through Ria Money Transfer, Xe and the Dandelion cross-border real-time payments network. Euronet’s Money Transfer segment offers real-time, cross-border payments to consumers and businesses across 199 countries and territories, enabling banks, fintechs and big tech platforms to integrate an international payments solution into their own platforms. Ria Money Transfer offers real-time international money transfers with a special focus on emerging markets. In addition, Ria offers safe and affordable money transfers through a global network of cash locations and online, serving over 20 million customers annually. Xe offers web and app-based currency information and industry-leading consumer and business cross-border money transfer services. Customers can send money, buy property overseas, and execute other international payments via the Xe website or app. Dandelion offers consumer and business transaction processing and fulfillment with alternative payout channels like bank accounts, cash pick-up and mobile wallets. Dandelion powers cross-border payments for Xe and Ria, as well as third party banks, fintechs, and big tech platforms.
We have six processing centers in Europe, five in Asia Pacific and two in North America. We have 35 principal offices in Europe, 14 in Asia Pacific, 10 in North America, three in the Middle East, two in South America and three in Africa. Our executive offices are located in Leawood, Kansas, USA. With approximately 74% of our revenues denominated in currencies other than the U.S. dollar, any significant changes in foreign currency exchange rates will likely have a significant impact on our results of operations (for a further discussion, see Item 1A - Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024).
SOURCES OF REVENUES AND CASH FLOWEuronet earns revenues and income primarily from ATM management fees, transaction fees, commissions and foreign currency exchange margin. Each operating segment’s sources of revenues are described below.EFT Processing Segment — Revenues in the EFT Processing Segment, which represented approximately 25% of total consolidated revenues for the three months ended March 31, 2025 are derived from fees charged for transactions made by cardholders on our proprietary network of ATMs, fixed management fees and transaction fees we charge to customers for operating ATMs and processing debit and credit cards under outsourcing and cross-border acquiring agreements, foreign currency exchange margin on DCC transactions, domestic and international surcharge, foreign currency dispensing and other value added services such as advertising, prepaid telecommunication recharges, bill payment, and money transfers provided over ATMs. Revenues in this segment are also derived from cardless payment, banknote recycling, tax refund services, license fees, professional services and maintenance fees for proprietary application software and sales of related hardware.
The Company's effective income tax rate was 15.6% for the three months ended March 31, 2025, compared to 37.9% for the same period ended March 31, 2024. The Company's effective income tax rate for the three months ended March 31, 2025 was lower than the applicable statutory income tax rate of 21% mainly as a result of our U.S. deferred tax activity on the repurchase of Convertible Notes. Our effective income tax rate for the three months ended March 31, 2024 was higher than the applicable statutory income tax rate of 21% as a result of our U.S. deferred tax activity on foreign exchange positions and certain of our foreign earnings being subject to higher local statutory tax rates.
As of March 31, 2025, we had $1,230.4 million of borrowings and $46.4 million of stand-by letters of credit outstanding under the Credit Facility. The remaining $623.2 million under the Credit Facility was available for borrowing.
Capital expenditures and needs - Total capital expenditures for the three months ended March 31, 2025 were $23.2 million. These capital expenditures were primarily for the purchase and installation of ATMs in key under-penetrated markets, the purchase of POS terminals for the epay and Money Transfer Segments, and office, data center and company store computer equipment and software. Total capital expenditures for 2025 are currently estimated to range from approximately $85 million to $95 million. At current and projected cash flow levels, we anticipate that cash generated from operations, together with cash on hand and amounts available under our Credit Facility and other existing and potential future financings will be sufficient to meet our debt (including our uncommitted credit facilities), leasing, and capital expenditure obligations. If our capital resources are not sufficient to meet these obligations, we will seek to refinance our debt and/or issue additional equity under terms acceptable to us. However, we can offer no assurances that we will be able to obtain favorable terms for the refinancing of any of our debt or other obligations or for the issuance of additional equity.
Inflation and functional currencies
Historically, the countries in which we operate have experienced low and stable inflation. Therefore, the local currency in each of these markets is the functional currency. We have seen indications that the current inflationary period will put pressure on our results of operations and our financial position. We have seen some signs of inflation impacting discretionary spend items, such as gaming products, in our epay business, discretionary travel expenditures in EFT, as well as some pressure on send amounts in money transfer. As a consequence of this inflationary period, we expect to see increasing expenses forthcoming. We continually review inflation and the functional currency in each of the countries where we operate.
OFF BALANCE SHEET ARRANGEMENTS.
On occasion, we grant guarantees of the obligations of our subsidiaries, and we sometimes enter into agreements with unaffiliated third parties that contain indemnification provisions, the terms of which may vary depending on the negotiated terms of each respective agreement. Our liability under such indemnification provisions may be subject to time and materiality limitations, monetary caps and other conditions and defenses. As of March 31, 2025, there were no material changes from the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2024. To date, we are not aware of any significant claims made by the indemnified parties or parties to whom we have provided guarantees on behalf of our subsidiaries and, accordingly, no liabilities have been recorded as of March 31, 2025. See also Note 15, Commitments, to the unaudited consolidated financial statements included elsewhere in this report.
CONTRACTUAL OBLIGATIONS
As of March 31, 2025, there have been no material changes outside the ordinary course of business in our future contractual obligations from the amounts reported within our Annual Report on Form 10-K for the year ended December 31, 2024.
Except as otherwise described herein, there were no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended 31 December 2024, as filed with the SEC.
The following table provides information with respect to shares of the Company's common stock that were purchased by the Company during the three months ended March 31, 2025.
During the fiscal quarter ended March 31, 2025, none of the Company’s directors or "officers," as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.
INDEFINITE TERM EMPLOYMENT AGREEMENT
(and information about the substantial employment terms in accordance with P.D. 80/2022) In Kallithea Attikis, today, 31 March 2025, the following contracting parties:
The société anonyme under the name “EURONET CARD SERVICES SINGLE MEMBER SOCIETE ANONYME FOR THE PROVSION OF IT SERVICES” and the distinctive title “EURONET CARD SERVICES S.M.S.A.”, with VAT Reg. No. 999311933 with registered office in Kallithea, 1 Sachtouri str., P.C. 17674 legally represented under delegated power of attorney by XXXX, hereinafter referred to as “Employer” or “Company”; and
Nikolaos Fountas, XXXX, hereinafter referred to as “Executive”.
have agreed and mutually accepted the following: Definitions
Awards
shall mean any and all restricted stock, non-qualifying stock options and/or
other equity incentive awards in EWI that the Executive holds at the point in time of the relevant provision of this Agreement.
Board
the board of directors of the Company for the time being (including any committee of the Board).
Capacity
directly or indirectly, whether as principal, shareholder, partner, employee, officer, agent or otherwise, on his own behalf, or on behalf of any person, firm, company or any other entity.
Change of Control
change of control includes: (i) completion of any merger, consolidation or sale of substantially all of the assets of EWI and such merger results in the stockholders of EWI immediately prior to the merger holding less than 50% of the surviving entity; (ii) replacement of over 25% of the directors of EWI without the approval of at least 75% of the EWI directors in office as of the Commencement Date or of EWI directors so approved; or (iii) the acquisition by any person or group of persons of 40% or more of the voting rights of EWI’s outstanding voting securities.
Cause
shall mean: (1) conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, any felony, or any misdemeanor involving moral turpitude; (2) fraud, misappropriation or embezzlement by the Executive; (3) Executive’s willful failure, gross negligence or gross misconduct in the performance of Executive’s assigned duties for Employer, Relevant Group Company and/or EWI; (4) willful failure by the Executive to follow reasonable instructions of any director/officer of EWI to whom the Executive reports or the Company’s and/or EWI’s Board; (5) Executive’s gross negligence or gross misconduct in the performance of Executive’s assigned duties for the Company, Relevant Group Company and/or EWI.
Commencement Date
31 March 2025.
Confidential Information
all information which may be imparted or obtained in confidence or be of a confidential nature (whether imparted in writing, verbally or otherwise and whether imparted directly or indirectly) relating to the business or prospective business, current or projected plans or internal affairs of the Company or any Group Company including without limitation:
(a)information relating to the current or prospective marketing or sales of any products or services of the Company or any Group Company, including lists of customers' and suppliers' names; addresses and contacts; sales targets and statistics; market share and pricing information; marketing surveys; research and reports; and advertising and promotional material;
(b)any information relating to any actual or prospective business strategies of the Company or any Group Company;
(c)any information relating to any actual or prospective marketing strategies for the launches of any new products or services of the Company or any Group Company;
(d)details of any client connections and contacts;
(e)any information relating to any actual or prospective acquisitions, or internal re-organisations, by the Company or any Group Company;
(f)all know-how, trade secrets, unpublished information relating to the Company's or any Group Company's intellectual property and to the creation, production or supply of any products or services of the Company or any Group Company;
(g)any information to which the Company or any Group Company owes an obligation of confidence to a third party; and
(h)any other commercial, financial or technical information relating to the business or prospective business of the Company or any Group Company or to any past, current or prospective client, customer, supplier, licensee, officer or employee, agent of the Company or any Group Company or any member or person interested in the share capital of the Company or any Group Company and any other person to whom the Company or any Group Company may provide or from whom they may receive information (whether marked confidential or not).
Documents
documents, notes, memoranda, correspondence, drawings, sketches, plans, designs, disks, memory, notebooks, tapes or any other medium, whether or not eye-readable, on which information (whether confidential or otherwise) relating to the business or affairs of the Company or any Group Company or to any past, current or prospective client, customer, supplier, licensee, officer, employee, or agent of the Company or any Group Company or any member or person interested in the share capital of the Company or any Group Company and any other person to whom the Company or any Group Company may provide or from whom they may receive information (whether confidential or not) may from time to time be referred to, written, recorded or stored (including without limitation any such information on any social media websites).
Employment
the employment of the Executive pursuant to this Agreement.
EWI
Good Reason
Euronet Worldwide, Inc., the ultimate parent company of the Company and
Group.
shall mean a termination of the Agreement at the Executive’s own initiative within one year following the occurrence, without Executive’s prior written consent, of one or more of the following events not on account of Cause (“Constructive Termination Event(s)”):
(1) a significant and adverse diminution in the nature or scope of Executive’s authority, title, responsibilities or duties, unless Executive is given new authority or duties that are substantially comparable to Executive’s previous authority or duties;
(2) a reduction in Executive’s then-current base salary, or a significant reduction in Executive’s opportunities for earnings under Executive’s incentive compensation plans (not attributable to economic conditions or business performance at the time), or the termination or significant reduction of any employee benefit or perquisite enjoyed by the Executive (except as part of a general reduction that applies to substantially all similarly situated employees or participants);
(3) a change in Executive’s place of employment such that Executive is required to work more than 50 miles from Executive’s then current place of employment; or
(4) the failure of Employer to obtain an assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of Employer and/or EWI within 45 days after a Change of Control.
If the Executive believes there exists a basis for termination by the Executive for Good Reason, the Executive shall provide the Employer and/or EWI written notice within 30 days of the occurrence of the Constructive Termination Event describing such event, and the Employer and/or EWI shall be provided the opportunity to cure the cause of the Constructive Termination Event within a 30-day period following Employer’s and/or EWI’s receipt of the written notice. If the cause of the constructive termination is cured, then no right of termination for Good Reason shall be found to have taken place.
Group
EWI and the Company, and their subsidiary undertakings from time to time and the ultimate parent undertaking (if any) of the Company from time to time and every other undertaking which from time to time is a subsidiary undertaking of the same ultimate holding company (if any) from time to time.
Group Company
any undertaking within the Group and references to the "Group Companies" shall be construed accordingly.
Key Employee
any employee of the Company or any Group Company who is (or was at any time in the Period):
(a) at management grade; or
(b) in a senior capacity; or
(c) in a capacity in which he has access to or obtained Confidential Information,
and with whom the Executive has had personal dealings, or who reported to
the Executive, or for whose work the Executive has had responsibility, at any time during the Period.
Period
the period of 12 months immediately before the Termination Date.
Permitted Interest
an interest in any class of shares or other securities of any company that are traded on a recognized investment exchange that amount to not more than three per cent of such class of issued shares or securities and an interest in any units of any authorized unit trust.
Relevant Group Company
each Group Company for which the Executive performed material duties or about which he received Confidential Information, in each case during the Period.
Remuneration Committee
a committee of the Board, or a committee of the board of directors of any Group Company and in particular one of EWI, that determines the annual salary, any bonuses and other remuneration payable to the Executive and other employees of the Group who hold a similar stature to that of the Executive within the Group.
Restricted Area
Greece and any other country in which at the Termination Date the Company or any other Relevant Group Company has or proposed to have material business operations.
Termination Date
the date of termination of this Agreement in any manner.
1. Job position
1.1 After taking into consideration his qualifications, skills and expertise, the Company hires the Employee in the position of Chief Executive Officer - EFT Americas & EMEA, and Executive Vice President for EWI, which is a position of supervision, management and of confidential capacity, pursuant to article 2(a) of the International Labour Convention (Hours of Work, 1919), which has been ratified by L. 2269/1920.
1.2. The job duties of the Executive include those set out in the Schedule A to this Agreement, and, also, any other additional or alternative commensurate duties, which will be notified by the Company from time to time.
The granting to the Executive by the Company and/or EWI of any title and/or right to represent the Company is always effected exclusively and only for the service of the Company's and/or EWI’s business needs. The above shall apply in all cases without the need for express repetition of the above reservation in each special case of grant. Similarly, it is explicitly agreed that the granting to the Executive by any Group Company of any title and/or right to represent the Group Company may be revoked at any time, without it being deemed as demotion or unilateral harmful change of the employment terms of the Executive, under this Agreement.
1.3. Transfer/Secondment: Having knowledge of the business, locations and other conditions in the Group, the Executive explicitly agrees with the present Agreement that he may be transferred or seconded to another Group entity, on the same terms and conditions set out herein and subject to any local employment laws, on reasonable notice of not less than three (3) months.
2. Type of Contract/Commencement Date
2.1. This Agreement is agreed for indefinite term, is entirely and exclusively governed by the relevant provisions of legislation as in force and it enters into force on the Commencement Date.
2.2. The Company recognizes the Executive’s prior service with the Group from 5 October 2005 until 28 March 2025 in connection with all employment rights that are linked with the time of service (i.e., for the calculation of severance, annual leave, etc).
3. Working hours
3.1. The hours of work of the Executive are not fixed but are such normal working hours of the Company and such additional hours as may be necessary to enable him properly to discharge his duties.
3.2. Given his role as set forth in article 1.1 above, which is a position of supervision, management and of confidential capacity, the Executive is exempt from the application of the legal provisions for working time limits, pursuant to article 2(a) of the International Labour Convention (Hours of Work, 1919), which has been ratified by L. 2269/1920. The Executive is also exempt from the application of the legal provisions for work outside the normal place of work. The Executive will be registered as a “managerial employee” (in Greek, διευθύνων υπάλληλος) in the ERGANI electronic system.
4. Salary and other benefits
4.1.The gross annual salary payable to the Executive is the equivalent of USD 525,000 (five hundred and twenty- five thousand United States dollars) and shall be payable to the Executive on the basis of fourteen (14) gross monthly salaries (i.e. 12 monthly salaries, the Christmas bonus (that is equal to one monthly salary), the Easter bonus and annual leave allowance (which are equal to half monthly salary amounts each). The aforementioned gross annual salary shall actually be payable to the Executive in Euros and the amount to be paid to the Executive for each month in question shall represent the United States dollar amount per month but converted in to Euro using the European Central Bank’s average foreign currency exchange rate between the currency pair in the thirty (30) day period ending on the working day immediately before the date the monthly salary payment is to be processed by the Company.
4.2.The above salary, subject to any legal deductions, will be payable ex post, net of any legal withholdings for taxes and social insurance contributions, to the Executive's bank account on the 30th day of each calendar month.
4.3.The Christmas and Easter bonus and the annual leave allowance will be payable as provided for by Greek employment legislation.
4.4.The total payable gross monthly salary as referenced above and, in particular, the amount that exceeds from time to time the Executive's statutory salary, includes and is offset with the following amounts (indicatively), under the condition that such set-off is not explicitly prohibited by virtue of a legislative provision or a collective labour agreement:
4.5.The fixed salary may be reviewed from time to time by the Remuneration Committee and/or the applicable board of directors. Increases are not automatic but will be at the absolute discretion of the
Remuneration Committee and/or the applicable board of directors. An increase in any year is neither a guarantee nor an indication that an increase will be granted in any subsequent year.
4.6.It is expressly agreed that any benefits, in kind or in cash, payable to the Executive, apart from the above agreed salary, are granted by the Company at its discretion (ex gratia). They always constitute discretionary benefits, irrespective of the long duration of their payment, and the Company may amend, modify, reduce or abolish them in total at any time, at its free and absolute discretion. The discretionary benefits, including benefits granted for operational reasons do not form part of the Executive “regular salary” (in Greek, τακτικές αποδοχές) and they are not taken into consideration for any other salary-related payments, including (indicatively) for the calculation of severance in the event of termination and the calculations of any allowances (e.g. Christmas bonus, Easter bonus, Annual Leave Allowance).
4.7.Notwithstanding anything to the contrary contained in the articles of association of the Company or of any other Group Company of which the Executive is a member of the board of directors, the fixed salary payable under the present Article will be inclusive of any other fees or remuneration of any description which the Executive might be entitled to receive from such appointment(s) if and where such exist and the Executive shall either waive his right to any such remuneration or account to the Company for such remuneration immediately upon receipt.
4.8.The Executive shall be eligible for a discretionary bonus under the Company's and/or Group’s executive bonus plan from time to time, subject to meeting performance or other targets set by the Remuneration Committee and/or the applicable board of directors in its discretion from time to time. The bonus scheme does not form part of the Executive's terms and conditions of employment, and receipt of a bonus in any year is no guarantee or indication that a bonus will be paid in any subsequent year. Without prejudice to the discretionary nature of this bonus, to be eligible for payment of a bonus, at the date any bonus may be due to be paid:
4.9.The Company shall repay to the Executive all reasonable travelling, hotel and other expenses properly incurred by him in or about the performance of his duties, subject to: (i) the Executive having delivered to the Company such form(s) and vouchers or other evidence of actual payment of such expenses as the Company may from time to time require and (ii) and to compliance with any expenses policy in force, from time to time.
4.10.Any remuneration payable to the Executive under the terms of this Agreement, including without limitation any increase in remuneration pursuant to clause 4.5 above, will at all times be subject to any legal requirements, regulatory requirements and any remuneration policy of the Company or any Group Company from time to time applicable. The Executive agrees that where the Company determines that his remuneration is performance-related, he will refer to any remuneration policy of the Company or any Group Company from time to time for further details of the performance assessment process and the importance of non-financial assessment factors in such process.
4.11.Other discretionary benefits will be provided to the Executive as per the terms of Schedule B to this Agreement.
5. Place of work
5.1. The Executive's place of work is today the Company's premises in Kallithea Attikis.
5.2. It is explicitly agreed upon that the business needs are such that the Executive will be obliged to not only provide his employment at the Company's registered office, but also to carry out his duties at other locations according to the instructions of Employer and to immediately travel to provide his employment at any place where the Company operates in Greece or abroad.
7. Assignment of intellectual property rights
7.1.It is explicitly agreed upon that any creation of intellectual or industrial property, such as indicatively protected works, invention, discovery, improvement, method etc. that the Executive may create throughout the duration of his Employment, either alone or in collaboration with others, in the context of performing his duties or beyond his Employment belongs as per its property rights to the Company, to whom the Executive hereby assigns any property rights of his own over such creations, which, in any event, the Company maintains for itself all rights over.
8. Annual Leave
8.1.Notwithstanding the Executive’s exemption from the application of the legislation for working time limits, the Executive is entitled to paid annual leave in accordance with the provisions of the applicable Greek laws (currently, articles 210-216 of P.D. 80/2022 and other regulations, as in force).
8.2.The Executive shall be entitled to 26 working days per annum, exclusive of Greek Public Holidays. For the first and second calendar year the annual leave will be pro-rated.
8.3.The holiday year runs from 1 January each year to the following 31 December. As provided for by Greek employment law, the annual leave must be taken by the 31 March of the following calendar year at the latest. The Executive shall arrange taking all his annual leave entitlement as provided for by law. He is not permitted to carry over any untaken annual leave after the 31 March of the following calendar year or after any other date that may be provided for by Greek employment laws.
9. Termination
9.1.The present Agreement may be terminated by either contracting party, at any time, pursuant to the provisions of the applicable legislation.
9.2.This Agreement may be terminated by the Company, with or without notice, as provided for by the applicable Greek employment laws (currently, articles 321-331 of P.D. 80/2022 and other regulations, as in force). In the event of termination of the present Agreement by the Company, the Executive will be entitled to statutory severance, as provided for by the applicable legislation. The statutory severance is equivalent to twelve
(12) gross monthly salaries (the “Statutory Severance”) as per the currently applicable legislation. It is explicitly agreed between the Parties that the severance will be calculated on the basis of the Executive’s actual gross monthly salary (meaning base salary x14/12), excluding any discretionary benefits or benefits granted for operational reasons) at the last month of employment, without application of the upper salary threshold provided for by Greek employment (article 327 par. 1 of P.D. 80/2022).
9.3.On the condition that the Executive is not terminated for Cause, in addition to the Statutory Severance prescribed under clause 9.2 above, the Executive shall as prescribed in this clause 9.3 be entitled to an additional “ratchet” payment (“Contractual Severance“). Such Contractual Severance will be calculated as follows so that when the Company terminates the Agreement:
9.3.1without notice: the Contractual Severance shall equate to an amount equivalent to twelve gross monthly salary payments, therefore taking the total Severance due to the Executive, comprising both the Statutory Severance and Contractual Severance “ratchet”) to the equivalent of twenty-four (24) gross monthly salaries; or
9.3.2with 4-month notice: the Contractual Severance shall equate to an amount equivalent to the sum of twenty-four (24) gross monthly salaries less: (i) the number of gross monthly salaries paid to the Executive for the notice period under which the Executive actually works and (ii) the Statutory Severance amount due to the Executive as provided for by Greek law.
For the avoidance of doubt, for the purposes of the calculating the gross monthly salary element of the “ratchet”
the same principles as set out in clause 9.2 above shall be applied by the contracting parties.
9.4In the event of a Change of Control this Employment Agreement shall remain in force “as-is” on an indefinite basis provided, however, that if the Executive is subsequently terminated or the Executive terminates this Agreement for Good Reason, within a period of three (3) years of the deemed date of Change of Control, with or without notice but provided such termination by the Company is not for Cause, then in addition to the payment of the Statutory Severance and Contractual Severance as provided for under clause 9.3 above, the Executive will be entitled to a further amount, payable within five (5) days of the Termination Date, representing the full amount of the gross monthly base salary that would have been payable during the remaining part of the third year of the period specified in this clause 9.4 on the proviso that this additional payment shall be discounted at a rate of 7.5% per annum.
9.5 Awards upon termination of this Agreement:
(i) In circumstances where a termination without Cause and not in connection with a Change of Control takes place, the Executive’s Awards will be treated as follows from the deemed Termination Date and the Executive will: (A) keep all vested restricted stock units; (B) have ninety (90) days to exercise his vested non-qualifying stock options; and/or (C) any restricted stock or non-qualifying stock option awards that are unvested, but would
otherwise have vested within the two (2) year period beginning on the Termination Date, will continue to vest at their natural vesting date. Any Awards that vest beyond those two (2) years will be forfeited.
(ii) For a termination for Cause, the Executive will keep all vested restricted stock and non-qualifying options provided such are held and handled in accordance with the rules of any applicable programme from time-to- time and separately all unvested Awards will be forfeited.
(iii) If there is a Change of Control all unvested Awards outstanding and held by the Executive at the deemed date of the Change of Control will become immediately vested and for the Executive to handle accordingly within the ordinary course and in accordance with the underlying equity incentive plan terms and conditions.
(iv) In connection with a termination of employment due to disability, any unvested Awards that would have otherwise vested within 12 months after the Termination Date will continue to vest as if Executive had remained an employee through the end of such 12-month period. All other unvested Awards will be handled pursuant to the underlying equity incentive plan terms and conditions. In connection with the termination of employment due to the death of Executive, all unvested Awards will be handled pursuant to the underlying equity incentive plan terms and conditions.
9.6 On termination of the Executive’s employment for whatever reason, the Executive is obliged to immediately deliver to the Company all Documents, IT hardware, computer records, computer data, passwords, credit cards and any other property relating to the business of or belonging to the Company or any other Group Company which is in his possession or under his control. The Executive is not entitled to retain copies or reproductions of any Documents or computer records relating to the business of or belonging to the Company or any other Group Company.
9.7.In the event of termination of the present Agreement by the Executive (resignation) other than for Good Reason, the Executive is obliged to provide to the Company a 2-month (calendar days) prior written notice of termination, as provided for by the applicable labour legislation (currently, article 337 of P.D. 80/2022 and other regulations, as in force). Otherwise, he will be entitled to compensation amounting to the two (2) gross monthly salaries. For the avoidance of doubt, for the purpose of calculating the gross monthly salary element of such compensation the same principles as set out in clause 9.2 above shall be applied by the contracting parties.
9.8During the term of this Agreement, in the event of death or permanent disability the Executive, the heirs of the Executive shall be entitled to receive the Statutory Severance.
9.9If the Board of EWI has determined in good faith that the Executive has failed to comply with the requirements of the provisions referenced in Section 10 hereof at any time following any termination, then Employer and/or EWI shall have no further obligation to pay any amounts or provide any benefits under this Agreement unless otherwise required under applicable law.
10. Restrictive Covenants - during employment with the Company
10.1The Executive shall not during his Employment carry on or be concerned, engaged or interested in any capacity in any trade, profession or business other than that of the Company or any Group Company and shall not engage in any other activity or hold any public office (unless required by law) which the Company reasonably considers may impair his ability to perform his duties under this Agreement except with the written permission of the board of directors or as prescribed in the Code of Business Conduct & Ethics.
10.2 The Executive may:
(a) hold a permitted interest; and/or
(b) carry on or be concerned, engaged or interested in any other trade, profession or business or hold a public office if he shall have:
provided, on the basis of the utmost good faith, full particulars of its nature and of the likely demands it will make on his time and abilities;
10.3 The Executive shall not during his Employment (save in a purely social capacity or with the prior written consent of the board of directors or as prescribed in the Code of Business Conduct & Ethics), directly or indirectly, make any contact, whether formal or informal, written or oral, with any of the Company's or any Group Company's past, current or prospective suppliers, customers, agents or clients with whom the Executive has had business dealings (directly or indirectly) for any purpose (including but not limited to an intention to set up a competing business or to seek employment) other than for the legitimate business interests of the Company or any Group Company.
10.4The Executive shall not during the Employment directly or indirectly, either on his own behalf or on behalf of any person, firm or company:
10.5The restrictions set out in this clause 10 are without prejudice to any other express or implied contractual or fiduciary duties owed to the Company or any Group Company.
11 Restrictive Covenants - post termination of employment with the Company
11.1 In consideration in part of the “ratchet” payment referred to in clause 9.3 above, the Executive acknowledges that he is willing to enter into the covenants set out in this clause 11 with the Company (for itself and as agent for each Group Company) in order to provide the Company and any Group Companies with what he considers to be reasonable protection for its or their Confidential Information, or its or their client connections, or the stability of its or their workforce, or otherwise for its or their goodwill, or any aspect of that goodwill.
11.2 The Executive shall not, in any Capacity, save in respect of a Permitted Interest or with the prior written consent of the board of directors or as prescribed in the Code of Business Conduct & Ethics (which shall not be unreasonably withheld), for a period of 24 months from the Termination Date, within the Restricted Area, carry on or be concerned or engaged or interested in any part of any trade or business which competes with any part of any trade or business carried on by the Company or any Group Company in which the Executive shall have been actively engaged or involved at any time during the Period. Nothing in this clause 11.2 shall prevent the Executive from holding a Permitted Interest.
11.3 The Executive shall not in any Capacity for a period of 24 months from the Termination Date in competition with the Company or any Group Company and in relation to the business activities of the Company or any Group Company in which the Executive has been actively engaged or involved at any time during the Period:
(a)solicit, approach or offer products or services to or entice away from the Company or any Group Company any person, firm or company who was either:
(b) deal with or accept custom from any person, firm or company who was either:
11.4The Executive shall not for a period of 24 months from the Termination Date in any Capacity, directly or indirectly:
11.5The Executive shall not, at any time after the Termination Date, in any Capacity:
11.6The Executive agrees that each of the restrictions in clauses 11.2, 11.3, 11.4 and 11.5 is separate and distinct, is to be construed separately from the other restrictions, and is reasonable as regards its duration, extent and application for the protection of the legitimate business interests of the Company and any Group Company. The Executive also acknowledges that he has had the opportunity to obtain independent legal advice in relation to the terms of this clause 11. However, if any such restriction shall be found to be void or unenforceable but would be valid or enforceable if some part or parts of it were deleted, the Executive agrees that such restriction shall apply with such deletions as may be necessary to make it valid and effective.
12. Collective regulation
The Executive's statutory salary, today, is the legally determined statutory salary. The non-salary terms and conditions of the present Agreement are determined by the National General Collective Labour Agreement (NGCLA).
13. Amendment of the Agreement
The present Agreement is amended only in writing, excluding any other means of proof.
14. Jurisdiction of the Courts of Athens
It is explicitly agreed upon that any dispute that may arise from the present agreement will be resolved by the Courts of Athens, which will be exclusively locally competent.
15. Final provisions
15.1. With the present Agreement the Executive is informed about all the essential employment terms and conditions as provided for by the applicable legislation (articles 70 et al P.D. 80/2022).
15.2. The present Agreement may be executed by:
(i) handwritten signature;
(ii) a qualified electronic signature;
(iii) digital certification through the Single Digital Portal (Gov.gr).
15.3. The present Agreement was drafted and executed in English and each contracting party received one copy. Should the Parties require, for any reason whatsoever, a courtesy version of this Agreement in Greek language they will prepare one accordingly.
THE PARTIES
……………………………………………………………
Nikolaos Fountas
Daniel J Marland Associate General Counsel
SCHEDULE A
Job Duties of Chief Executive Officer – EFT Americas & EMEA, and Executive Vice President for EWI
see separate document
SCHEDULE B
Discretionary benefits
1. The Executive shall be entitled to use of a company car in accordance with rules established by the Company from time to time.
2. The Executive shall be eligible to participate in any schemes and/or programmes operated by the Company for management or executive level employees.
May 7, 2025