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For more information please visit opap.gr and allwyn.com Combination of OPAP and Allwyn 13 October 2025 Creating a leading global lottery and gaming operator
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2 The following disclaimer applies to this presentation and the information provided therein, which has been prepared by Allwyn International AG (“AIAG” and, together with its subsidiaries and equity method investees, “Allwyn”) and OPAP S.A. (“OPAP” and, together with its subsidiaries, the “OPAP Group” and, together with certain subsidiaries and equity method investees of Allwyn to be contributed to the OPAP Group in connection with the transaction, “post-Transaction Allwyn”), and any other material distributed or statements made in connection with such presentation (the “Information”). You are therefore advised to carefully read the statements below before reading, accessing or making any other use of the Information. The Information does not constitute or form part of, and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire any securities of Allwyn or the OPAP Group, or any affiliate thereof in any jurisdiction whatsoever. No part of the Information, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. None of Allwyn, the OPAP Group or any of their respective advisers or representatives shall have any liability whatsoever for any loss whatsoever arising from any use of this presentation or its contents or otherwise arising in connection with this presentation (whether direct, indirect, consequential or other). Specifically, this presentation does not constitute a “prospectus” within the meaning of the U.S. Securities Act of 1933, as amended. Certain information in this presentation and oral statements made in connection with this presentation are forward-looking. Forward-looking statements include, without limitation, statements regarding the estimated future financial performance, financial position and financial impacts of Allwyn, the OPAP Group and/or post-Transaction Allwyn. Words or phrases such as “anticipate,” “objective,” “may,” “will,” “might,” “seem,” “should,” “could,” “can,” “intend,” “expect,” “believe,” “estimate,” “predict,” “potential,” “plan,” “is designed to,” “would,” “continue,” “project,” “possible,” “seek,” “future,” “outlook,” “strive,” “strategy,” “opportunity,” “will continue,” “will likely result” or similar expressions suggest future outcomes but the absence of these words does not mean that a statement is not forward-looking. When Allwyn or OPAP discuss strategies or plans, they are making projections and using forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding estimates, forecasts of other financial and performance metrics, projections of market opportunity and other characterizations of future events or circumstances, including any underlying assumptions. Forward-looking statements, financial projections and financial targets are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of known and unknown risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements, financial projections and financial targets. Although Allwyn and the OPAP Group believe that the expectations reflected in the forward-looking statements and financial projections are reasonable, there can be no assurance that such expectations will prove to be correct. None of Allwyn’s or the OPAP Group’s independent auditors, or any other independent accountants, have applied, examined or performed any procedures with respect to the financial targets, nor have they expressed any opinion or any other form of assurance on the financial targets or their achievability. These forward-looking statements are provided for illustrative purposes only and must not be relied on by an investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. The financial targets constitute forward-looking statements and are not guarantees of future financial performance. Allwyn, the OPAP Group and post- Transaction Allwyn cannot guarantee future results, level of activity, performance or achievements and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements, financial projections and financial targets, as actual events and circumstances are difficult or impossible to predict and may differ from assumptions. While in some cases presented with numerical specificity, by their nature, forward-looking statements, financial projections and financial targets involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking information will not occur, which may cause Allwyn’s, the OPAP Group’s and post-Transaction Allwyn’s actual performance and financial results in future periods to differ materially from any estimates or projections or targets of future performance or results expressed or implied by such forward-looking statements, financial projections and financial targets. Many actual events and circumstances are beyond the control of Allwyn, the OPAP Group and/or post-Transaction Allwyn. There may be additional risks that either Allwyn and/or the OPAP Group presently knows, or that either Allwyn and/or the OPAP Group currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. The financial targets reflect Allwyn’s and the OPAP Group’s subjective judgements in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business, economic, financial and other developments. Accordingly, such assumptions may change or may not materialize at all. The forward-looking statements, financial projections and financial targets contained in this presentation are expressly qualified by this cautionary statement. While Allwyn, the OPAP Group and/or post-Transaction Allwyn may elect to update these forward-looking statements at some point in the future, except as required by applicable law, Allwyn, the OPAP Group and post-Transaction Allwyn specifically disclaim any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. None of Allwyn, the OPAP Group, post-Transaction Allwyn, or any of their respective affiliates, advisers, officers, directors or representatives cannot give any assurance that the financial targets will be realized or that actual results will not vary significantly from the financial targets. Additionally, some or all of the information in this presentation is or may be price-sensitive information and the use of such information may be regulated or prohibited by applicable legislation, including securities laws related to insider dealing and market abuse. While all financial, operational, industry and market projections, estimates and targets are necessarily speculative, Allwyn and the OPAP Group believe that the preparation of prospective financial, operational, industry and market information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. Actual results will differ, and may differ materially, from the results contemplated by the projected financial, operational, industry and market information contained in this presentation, and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved. The Information is provided as of the date of this presentation (or at the different date as indicated herein) and is subject to change without notice. The information contained in this presentation may be updated, completed, revised and amended and such information may change materially in the future. Neither Allwyn nor the OPAP Group is under any obligation to update or keep current the information contained in this presentation. The information contained in this presentation has not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the Information or the opinions contained herein. None of Allwyn, the OPAP Group or post-Transaction Allwyn, or any of their respective affiliates, advisors, directors, officers, employees, agents, representatives or associates, or any other person, shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with this presentation. Any proposed terms in this presentation are indicative only and remain subject to contract. This presentation contains financial information which may not have been audited, reviewed, compiled or verified by any independent accounting firm. The inclusion of such financial information in this presentation or any related Information should not be regarded as a representation or warranty by Allwyn, the OPAP Group or post-Transaction Allwyn, or any of their respective affiliates, advisors or representatives or any other person as to the accuracy or completeness of such financial information's portrayal of the financial condition or results of operations by Allwyn, the OPAP Group or post-Transaction Allwyn and should not be relied upon when making an investment decision. In particular, certain financial data included in this presentation consists of “non-IFRS financial measures.” These non-IFRS financial measures, as defined by Allwyn and/or the OPAP Group, as the case may be (including but not limited to EBITDA, Operating EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Capital Expenditures, Free Cash Flow Conversion, Pro Rata Adjusted EBITDA, Pro Rata Adjusted EBITDA Margin and Pro Rata Net Revenue), may not be comparable to similarly-titled measures as presented by other companies, nor should they be considered as an alternative to the historical financial results or other indicators of the performance based on IFRS. In addition, this presentation contains certain unaudited pro rata financial information, which has been calculated as if each subsidiary or equity method investee of Allwyn were fully consolidated and then adjusted to reflect Allwyn's interest in such subsidiary or significant equity method investee at the end of the relevant period. This presentation also contains certain unaudited pro forma financial information giving effect to the acquisitions of Novibet and PrizePicks, which are subject to competition and regulatory approvals. The unaudited pro rata financial information and the pro forma financial information included in this document has been prepared by the Company's management for illustrative purposes only and has not been prepared in accordance with IFRS, the requirements of Regulation S-X under the U.S. Securities Act of 1933, as amended, the Prospectus Regulation or any generally accepted accounting standards. The unaudited pro rata financial information and the pro forma financial information has not been audited or reviewed and is not intended to, and does not represent, historical or future performance for any period. Allwyn and the OPAP Group, as applicable, obtained certain industry and market data used in this presentation from publications and studies conducted by third parties, as well as estimates prepared by Allwyn and the OPAP Group, as applicable, based on certain assumptions and third-party data. While Allwyn and the OPAP Group believe that the industry and market data from external sources are accurate and correct, none of Allwyn, the OPAP Group, or any of their respective affiliates, advisors, directors, officers, employees or representatives have independently verified such data or sought to verify that the information remains accurate as of the date of this presentation and none of Allwyn or the OPAP Group, or any of their respective affiliates, advisors, directors, officers, employees or representatives make any representation as to the accuracy of such information. Similarly, Allwyn and the OPAP Group believe that their respective internal estimates are reliable, but these estimates have not been verified by any independent sources, and there can be no assurance that the assumptions or estimates are accurate. Accordingly, undue reliance should not be placed on any of the industry, market or Allwyn’s, the OPAP Group’s or post-Transaction Allwyn’s competitive position data contained in this presentation. All information in this presentation is being provided on a non-reliance basis and, as a result, you are solely responsible for making your own independent appraisal of and investigations into Allwyn, the OPAP Group and post-Transaction Allwyn, their respective business and the transactions and products referred to in this presentation and should not rely on any information in this presentation as constituting investment advice. You confirm that you are not relying on any recommendation or statement of any of (i) Allwyn (ii) the OPAP Group, (iii) post-Transaction Allwyn, (iv) any of their respective affiliates or (v) any of their or their affiliates’ respective directors, officers, employees, advisers, agents or representatives. Recipients should not construe the contents of this presentation as legal, tax, regulatory, financial or accounting advice and are urged to consult with their own advisers in relation to such matters. Unless as otherwise stated herein, this presentation speaks only as of the date hereof and the information and opinions contained herein are subject to change without notice and do not purport to contain all information that may be required to evaluate Allwyn, the OPAP Group and/or post-Transaction Allwyn. No responsibility or liability is accepted by any person for any of the information or for any action taken by you or any of your officers, employees, agents or associates on the basis of such information. Allwyn and the OPAP Group each own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with either Allwyn or the OPAP Group, or an endorsement or sponsorship by or of either Allwyn or the OPAP Group. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the TM, SM or © symbols, but such references are not intended to indicate, in any way, that Allwyn, the OPAP Group or any third parties whose trademarks are referenced herein will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor in these trademarks, service marks and trade names. Disclaimer
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3 Jan Karas Chairman and Chief Executive Officer • CFO since 2019 • 30+ years of experience • Prior positions include CFO of Allwyn’s Czech business and CFO of STOCK Plzeň Pavel Mucha Chief Financial Officer • CEO since 2020, previously Chief Commercial Officer from 2014 • 25+ years of experience • Prior positions include Vice President O2 Germany Shops and Director of Retail O2 Czech Republic Robert Chvatal Chief Executive Officer • CEO since 2021, previously CEO of Allwyn’s Czech business from 2013 • 30+ years of experience • Prior positions include CEO of T-Mobile Slovakia and CEO of T-Mobile Austria Kenneth Morton Chief Financial Officer • CFO since 2020 • 20+ years of experience • Prior positions include Head of Corporate Finance at KKCG and Executive Director at Morgan Stanley Katarina Kohlmayer Board Member (Allwyn and OPAP) • Board member of OPAP, Allwyn and KKCG • CFO of KKCG since 2014 • 30+ years of experience • Prior positions include Managing Director at Morgan Stanley and VTB Capital Today’s presenters
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4 Notes: (1) Allwyn holds a non-controlling 36.75% interest in Kaizen Gaming International Limited (Betano). (2) Agreement to acquire ~62.3% of PrizePicks, closing subject to pending regulatory and antitrust approvals. Expected to complete in H1-26. Strong portfolio of #1 market positions ‒ Highly cash flow generative assets ‒ Significant exposure to growth markets Highly diversified → Low concentration risk → Significant growth optionality Multiple organic and inorganic growth levers Attractive combination of dividends and growth for investors Combined company will be one of the largest ATHEX-listed stocks One of the largest global lottery -led entertainment and gaming operators • #1 gaming operator in Greece and Cyprus • National treasure legacy brands • Physical retail and digital capabilities • Solid cash generation supporting significant dividends • ATHEX blue-chip company since 2001 • Strong track record of delivering for shareholders Greek and Cypriot national champion • Leadership positions in multiple products and geographies ‒ #1 lottery operator in 7 markets ‒ Complemented by podium positions in iGaming ‒ 36.75% in Betano(1), one of the largest and fastest-growing global sports-betting and iGaming operators globally, and #1 in Brazil ‒ Acquiring PrizePicks(2), the category leader in US Daily Fantasy Sports • Exceptional track record of organic growth and M&A • Ownership of key technology and best-in-class proprietary content Leading multi-national lottery and gaming operator Creating a global leader in lottery and gaming The Board of Directors of OPAP has unanimously recommended the transaction
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5 Unchanged minimum dividend Complemented by potential special dividends / buybacks €0.9bn €1.9bn Low-single-digit Mid-teens Dependence on third party suppliers In-house capabilities Double-digit accretive in 1st year post completion Scale Growth Earnings and cash flow Technology and content Online Inorganic growth track record 15+ international acquisitions 2 domestic acquisitionsAcquisitions since 2013 91% 28%Diversification Shareholder income 30% 55% Step-change in value for OPAP shareholders across key strategic and financial characteristics Transaction positions OPAP public shareholders to benefit from industry trends and mitigates risks > > > > > > Adjusted EBITDA(1,4) (Pro forma LTM H1-25) Adjusted EBITDA CAGR(2,4) (Pro forma 24-26E) Net Revenue from largest market(2,4,5) (% Pro forma LTM H1-25) Online NGR(2,3,4) (% Pro forma LTM H1-25) Notes: (1) Refer to Appendix for summary of adjustments to EBITDA. (2) Including Allwyn’s non-controlling 36.75% interest in Kaizen Gaming International Limited (Betano) and 32.5% non-controlling interest in Italy (LottoItalia). Betano and Italy on a pro rata basis. (3) Based on consolidated NGR basis; excludes Corporate. (4) Pro forma for PrizePicks and Novibet on consolidated basis. Agreement to acquire 51.0% of Novibet and ~62.3% of PrizePicks, closing subject to regulatory and antitrust approvals. Expected to complete in early 2026 (Novibet) and in H1-26 (PrizePicks). PrizePicks financials prepared in accordance with US GAAP. (5) Based on consolidated Net Revenue basis; excludes Corporate.
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6 Current Pro forma structure(6) Transaction structure All-share combination of OPAP and Allwyn, with listing on the Athens Stock Exchange Allwyn International AG 95.73% 4.27% 51.78%(4) KKCG(1) J&T Arch(2,3) OPAP public shareholders Other gaming assets 48.22%(4) CombinedCo ATHEX listing 75.15% 3.35%21.50% OPAP public shareholders J&T Arch(2,5)KKCG(1) Notes: (1) KKCG Group AG. holding in Allwyn International AG is indirectly held via Allwyn AG. KKCG Group AG. holding post transaction will continue to be held indirectly via Allwyn AG. (2) J&T ARCH INVESTMENT SICAV. (3) J&T’s investments are held via Allwyn International AG. (4) Excluding treasury shares. (5) It is expected that J&T Arch will exchange its shares in Allwyn International AG for shares in the listed company. (6) Excluding any potential impact of the exercise of the cash exit right available to dissenting shareholders.
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Key offer terms • OPAP public shareholders expected to have a 21.5% economic ownership in the combined company(1) • The transaction is conditional on the shareholders who validly exercise the exit right(2) not representing more than 5% of OPAP’s total paid-up share capital • €0.80 dividend payable shortly after completion of the transaction, in lieu of the remaining dividend for the financial year 2025 Share and voting structure • Ordinary and preferred shares(3) issued to Allwyn (KKCG and J&T Arch(4)) in exchange for their interest in Allwyn • KKCG is expected to control 85% of total voting rights based on its combined indirect ownership of ordinary and preferred voting shares • Preferred shares subject to a sunset provision triggered when economic ownership falls below 25%, with conversion into ordinary shares Executive management • CEO: Robert Chvatal • CFO: Kenneth Morton • Current OPAP management team will continue to lead operations in Greece and Cyprus Board composition • 8-person Board • Chair: Karel Komarek • 6 existing Allwyn directors (including Chair), two of whom are independent, as well as two newly appointed independent non-executive directors, resulting in the Board having 50% independent non-executive directors Financial policy • Minimum dividend of €1.00, with scrip option • Special dividends or buybacks will be considered, while preserving flexibility for investments • Target net leverage of ~2.5x; flexibility to exceed for value accretive inorganic growth with a clear path to deleveraging Name, HQ and listing • Combined company to be named Allwyn, and incorporated in Switzerland post-transaction • Maintains listing on the Main Market of the Athens Stock Exchange • Intention to pursue an additional listing on another leading international exchange such as London or in New York following closing 7 Transaction summary Notes: (1) Assuming an all-share combination. (2) The cash compensation payable to dissenting shareholders who elect to exercise their exit right will be based on the volume-weighted average price of OPAP’s shares on the Athens Stock Exchange during the three months preceding the date of the present announcement, after deducting the interim dividend of €0.50 per OPAP share. (3) Preferred shares to carry nominal value of €0.30 and pay a fixed coupon based on the closing share price of OPAP on the day before issue and will have no right to ordinary dividends. 536m preferred shares to be issued, implying total economic value of €161m. (4) It is expected that J&T Arch will exchange its shares in Allwyn for ordinary shares in the listed company.
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8 Key takeaways Proposed transaction is strategically and financially compelling for OPAP shareholders “We are proud to have delivered exceptional returns for OPAP shareholders since 2013 and this transaction is the start of the next stage of that journey. Innovation and technology are reshaping the player experience, customer expectations are evolving faster than ever and only the leading players can compete. The future of gaming belongs to large, global, digital platforms. Even the strongest domestic champions must participate in consolidation or be left behind. At Allwyn, we have the platform to meet the challenges and embrace the opportunities of this new era. We’re not here to watch the future unfold. We’re here to shape it” Karel Komarek • Since 2013, KKCG and Allwyn have transformed OPAP into a modern Greek gaming champion, delivering strong returns to shareholders • Industry trends present huge opportunities for companies positioned to win, but also significantly challenge traditional business models • Combined company will benefit from a scaled and differentiated platform, positioning it for further organic and inorganic growth • OPAP shareholders will benefit from a highly attractive combination of growth, significantly enhanced geographic and product diversification, and continued material cash returns
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Lucerne – Allwyn HQ Mühlenplatz 9 6004 Lucerne Switzerland Athens – OPAP HQ Athinon Av. 112 104 42 Athens Greece