Allwyn Ag · ATHEX:ALWN
Allwyn — Merger or Acquisition (October 2025)
62 slides from Allwyn's merger presentation, Oct 13, 2025
Slide 1: Creating a leading global lottery and gaming operator
Combination of Creating a leading OPAP and Allwyn global lottery and 13 October 2025 gaming operator For more information please visit opap.gr and allwyn.com
Slide 2: Disclaimer
Disclaimer 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
Slide 3: Today's presenters
Today’s presenters Jan Karas Pavel Mucha Robert Chvatal Kenneth Morton Katarina Kohlmayer Chairman and Chief Chief Financial Officer Chief Executive Officer Chief Financial Officer Board Member Executive Officer (Allwyn and OPAP) • CEO since 2020, previously • CFO since 2019 • CEO since 2021, previo
Slide 4: Agenda
01 Transaction Overview 02 Introduction to Allwyn 03 A Transformational Opportunity for OPAP’s Shareholders 04 Financial Guidance 05 Closing Remarks A Appendix 4
Slide 5: Transaction Overview
O1 Transaction Overview oO.
Slide 6: Creating a global leader in lottery and gaming
Creating a global leader in lottery and gaming The Board of Directors of OPAP has unanimously recommended the transaction Leading multi-national lottery One of the largest global lottery-led Greek and Cypriot national champion and gaming operator entertainment and gaming operators • #1 gaming operat
Slide 7: Material value creation for OPAP shareholders since 2013
Material value creation for OPAP shareholders since KKCG/Allwyn’s initial investment in 2013 Expiration of GGR contribution prepayment and global industry trends present challenges for the future OPAP total shareholder return(1) OPAP EBITDA (€m) Excluding certain minor non-gaming activities(2) With
Slide 8: The lottery and gaming industries are transforming
The lottery and gaming industries are transforming Exciting opportunities for companies positioned for success, challenges for legacy models Customers demand more as pace of change accelerates… • Expectations constantly increasing, shaped by best-in-class entertainment offerings such as streaming, a
Slide 9: Step-change in value for OPAP shareholders
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 Scale Adjusted EBITDA(1,4) (Pro forma LTM H1-25) €0.9bn > €1.9bn Growth Adjusted EBITDA CAGR(2,4) (Pro form
Slide 10: Transaction structure
Transaction structure All-share combination of OPAP and Allwyn, with listing on the Athens Stock Exchange Current Pro forma structure(6) OPAP public KKCG(1) J&T Arch(2,3) KKCG(1) J&T Arch(2,5) shareholders 95.73% 4.27% 21.50% 75.15% 3.35% OPAP public Allwyn shareholders International AG CombinedCo A
Slide 11: Rationale for KKCG and Allwyn
Rationale for KKCG and Allwyn Next step in Allwyn’s • Becoming a publicly listed company is the natural next milestone in Allwyn’s journey — unlocking access to 1 evolution equity capital markets for future growth and elevating the profile of our global platform • A combination with OPAP is the pref
Slide 12: Transaction summary
Transaction summary • OPAP public shareholders expected to have a 21.5% economic ownership in the combined company(1) Key offer terms • 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 • €0.8
Slide 13: Timeline and next steps
Timeline and next steps October November December Q1 2026 Q2 2026 Transaction announcement October 13, 2025 Investor meetings / roadshow Regulatory pre-approvals EGM convened(1) Shareholders’ documentation to be posted 1 month prior Anticipated closing post regulatory approvals Q2 2026 Notes: (1) Cu
Slide 14: The combined company will remain deeply rooted in Greece
The combined company will remain deeply rooted in Greece… …and create new benefits for the Greek capital markets, economy and community Creates a leading global company with strong Greek heritage Athens serves as the hub for Betano’s(1) global business and Creates one of the largest companies listed
Slide 15: Introduction to Allwyn
02 Introduction to Allwyn “Oo.
Slide 16: Allwyn at a glance
Allwyn at a glance A leading multi-national lottery and gaming operator #1 lottery operator in 7 markets and leading positions in multiple markets with iGaming and sports-betting products(1,2) €1.9bn pro forma Adjusted EBITDA(2) 37% pro forma Adjusted EBITDA margin(2) (% of pro forma Net Reven
Slide 17: From single-market champion to diversified multi-national operator
From single-market champion to diversified multi-national operator and almost €2bn pro forma Adjusted EBITDA Track record of entering new markets, consolidating existing positions and expanding tech and content capabilities 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 M
Slide 18: Allwyn's strategy has consistently delivered strong growth
Allwyn’s strategy has consistently delivered strong growth… Highly effective and adapted to industry trends Accelerate Deliver operational Selective Prioritise responsible organic growth efficiency inorganic growth gaming and ESG • Drive digital growth through • Focus on cash flow generation • Targe
Slide 19: Driven by a visionary, entrepreneurial founder
… driven by a visionary, entrepreneurial founder, who will continue to be the controlling shareholder and Chair of Board “Allwyn’s vision is clear: to be the leading global gaming entertainment company. That means setting the pace in an industry that’s changing faster than ever. We’re building scale
Slide 20: Strong track record of growth, profitability and cash conversion
Strong track record of growth, profitability and cash conversion Net Revenue, Adjusted EBITDA and Adjusted EBITDA – Capex have all more than doubled since 2019 Net Revenue (€m) Adjusted EBITDA (€m) Adjusted EBITDA – Capex (€m) +21% +19% CAGR(1) CAGR(1) (2) Reduction reflects peak in capex Pro forma
Slide 21: Track record of balanced organic and inorganic growth
Track record of balanced, compounding organic and inorganic growth Our growth has been driven by consistent delivery on our organic and inorganic growth strategies Please refer to Appendix for Adjusted EBITDA pro rata to economic interests(1) in our operating businesses (€m) reconciliation to pro fo
Slide 22: Strong cash flow generation provides strategic and financial flexibility
Strong cash flow generation provides strategic and financial flexibility …and has allowed significant investments in accretive M&A and substantial dividends and rapid deleveraging, without any external equity financing Investment in M&A (€m)(1) Distributions (€m) Net Debt / Adjusted EBITDA €2.5bn cu
Slide 23: Allwyn's businesses
Allwyn’s businesses A diversified portfolio with numerous market leadership positions Continental Europe(1) North America (4) (2) (3) Market leading positions in Europe across lottery, iGaming and Market leadership positions in Daily Fantasy Sports and e-Instants content, sports betting operating on
Slide 24: Continental Europe
1 Continental Europe Market leadership positions in Europe across lottery, sports betting and gaming Business overview • Operation of national lotteries, predominantly under exclusive licenses, across diversified geographic footprint including majority of markets where lotteries are privately operat
Slide 25: North America
2 North America Market leadership positions in Daily Fantasy Sports and e- (1) Instants content alongside operation of Illinois state lottery Business overview • Acquiring PrizePicks, market leader in high-growth U.S. Daily Fantasy Sports, with national reach and in-house technology • Market leader
Slide 26: UK
3 UK Exclusive licence to operate the UK National Lottery Business overview • Operator of the UK National Lottery since 2023, with a new economic model (profit share) from February 2024 • Executing plans to transform the business and to grow revenue and profits, including upgrading legacy technology
Slide 27: Betano
4 Betano(1) One of the largest and fastest growing iGaming and sports- betting operators globally Business overview • Market leadership positions in multiple regulated and high-growth markets across Latin America and Europe, including #1 position in Brazil • Growth and profitability supported by hig
Slide 28: A Transformational Opportunity for OPAP's Shareholders
03 A Transformational Opportunity for OPAP’s Shareholders 28
Slide 29: OPAP + Allwyn: creating a leading global lottery and gaming operator
OPAP + Allwyn: creating a leading global lottery and gaming operator An opportunity for OPAP shareholders to participate in a materially improved and financially attractive investment proposition Scale Growth Digitalisation Diversification Earnings and cash flow Shareholder income 29
Slide 30: Creating the 2nd largest listed lottery and gaming operator globally
Creating the 2nd largest listed lottery and gaming operator globally(1) Greater scale provides leverage to seize opportunities in a changing industry LTM Jun-25 Adjusted EBITDA(2) (€m) Customers demand more as pace of Pro forma for PrizePicks change accelerates… and Novibet(3) 2,283 1,902 …Proprieta
Slide 31: Enhanced organic growth profile with upside from future M&A
Enhanced organic growth profile with upside from future M&A Double-digit projected EBITDA CAGR from 2024 to 2026, substantially higher than OPAP on a standalone basis 24A-26E Adjusted EBITDA CAGR (%) Mid-teens 9-11% growth Above-mid-single- digit growth Mid-single- digit growth OPAP Allwyn Share of
Slide 32: Next-level digitalisation enabled by proprietary tech, content and AI
Next-level digitalisation enabled by proprietary tech, content capabilities and focus on AI across a scaled platform Ability to innovate faster and meet the high expectations shaped by premium entertainment offerings Proprietary Content technology AI • Progressive rollout of proprietary tech to • Ac
Slide 33: Combined company highly diversified geographically and by product
Combined company will be highly diversified geographically and by product Drives increased strategic optionality and diversifies risk Geographic split Product split Pro Forma LTM H1-25 Net Revenue (%)(1,3) Pro Forma LTM H1-25 NGR (%)(2,3) DFS Greece and Cyprus Austria 14% 15% Lottery Czech VLTs and
Slide 34: Compelling financial proposition for OPAP shareholders
Compelling financial proposition for OPAP shareholders Material accretion to Adjusted EPS and FCF per share Materially enhanced growth profile and continued strong cash conversion expected > expected, supporting significant value creation for OPAP shareholders Mid-teens Double-digit accretive Increm
Slide 35: Attractive income profile for OPAP shareholders
Attractive income profile for OPAP shareholders Attractive sustainable shareholder remuneration policy, with efficient capital structure In line with OPAP’s existing minimum dividend policy Pro forma €1.00 Special dividends and buybacks to be considered, while dividend preserving flexibility for
Slide 36: OPAP + Allwyn: creating a leading global lottery and gaming operator
OPAP + Allwyn: creating a leading global lottery and gaming operator An opportunity for OPAP shareholders to participate in a materially improved and financially attractive investment proposition • Creation of the second largest listed lottery and gaming operator globally(1), as well as the largest
Slide 37: Financial Guidance
04 Financial Guidance 70) ee
Slide 38: Financial guidance
Financial guidance 2025 2026 Medium term Comment Net Revenue growth Mid-single digit Continental before one-off Low double-digit • Planned Novibet acquisition in early 2026 Europe(1) impacts(2) of c.-2% • 2025: ~4% FX headwind for USD revenues; €800-900m North America Mid-single-digit decline (organ
Slide 39: Financial guidance
Financial guidance 2025 2026 Medium term Comment • Excludes amortisation of acquisition-related D&A ~€225m ~€275m Gradual increase intangibles Underlying tax rate 25-26% 25-26% Low-to-mid 20%s ~€350m in 2027 • Medium term dynamic reflects current Net finance expense ~€280m ~€335m Declining thereafte
Slide 40: Closing Remarks
05 Closing Remarks 40
Slide 41: Key takeaways
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 • Since 2013, KKCG and Allwyn have transformed OPAP into a start of the next stage of
Slide 42: Appendix
A Appendix Please also refer to supplemental databook on Allwyn Investor Relations website: allwyn.com/investors 42
Slide 43: Combination creates a global lottery and gaming champion
Transaction Allwyn OPAP Financial Combination creates a global lottery and gaming champion + Key podium positions including Greece, Operational # Podium Positions Greece and Cyprus Cyprus, Austria, Czech Republic, UK, US(1), Brazil, Portugal, Romania(10) KPIs % Online 30%(2) 55%(2,3,4) % Net Revenue
Slide 44: Relative valuation and economic ownership split
Transaction Allwyn OPAP Financial Relative valuation and economic ownership split In €m, unless otherwise stated OPAP equity value (10-October-2025)(1) 7,215 (2) OPAP public shareholders current ownership (%) 48.22% OPAP free float equity value 3,479 (3) Pro forma ownership for OPAP public sharehold
Slide 45: Pro forma shareholding structure
Transaction Allwyn OPAP Financial Pro forma shareholding structure Pro forma economic ownership / Voting power Ordinary / Economic value Economic # of Shares Votes per share Voting power Preferred shares per share(3) ownership OPAP public 173m / - €20.12 / - 1.00 / - 21.5% 13.0% shareholders J&T Arc
Slide 46: Experienced management team
Transaction Allwyn OPAP Financial Experienced management team Allwyn management team CEO CFO Chief People & Culture Officer CIO CTO Robert Chvatal Kenneth Morton Naida Buljugic Stepan Dlouhy Ifor Evans Since 2013 Since 2019 Since 2023 Since 2016 Since 2024 Group General Counsel CMO Chief Officer Glo
Slide 47: Experienced Board with 50% independence
Transaction Allwyn OPAP Financial Experienced Board with 50% independence Board of Directors Chairman Director Karel Komarek Pavel Saroch Founder of KKCG CIO of KKCG Founder of the Karel Komarek Family Foundation Previous experience at Ballmaier & Schultz, Prague Securities, ATLANTIK Since 2016 Sinc
Slide 48: 3 key pillars of our organic growth strategy
Transaction Allwyn OPAP Financial 3 key pillars of our organic growth strategy Consistent delivery of a proven strategy Accelerate organic growth driven by Digitalise and Constant innovation Drive digital growth customer focus and deanonymise retail of product leveraging our platform Focus on signif
Slide 49: 3 key pillars of our inorganic growth strategy
Transaction Allwyn OPAP Financial 3 key pillars of our inorganic growth strategy Strategic bolt-ons in Enter new markets Increase ownership Investment priorities products, technologies via tenders and interest in existing and content privatisations operations Strategic fit Lottery, technology and co
Slide 50: Track record of balanced, compounding organic and inorganic growth
Transaction Allwyn OPAP Financial Track record of balanced, compounding organic and inorganic growth Our growth has been driven by consistent delivery on our organic and inorganic growth strategies Adjusted EBITDA pro rata to economic interests(1) in our operating businesses (€m) Reconciliation of A
Slide 51: Track record of outperforming guidance
Transaction Allwyn OPAP Financial Track record of outperforming guidance and delivering on strategy Allwyn has outperformed the financial forecasts from the 2022 SPAC process and delivered on the communicated strategy Pro rata Adjusted EBITDA (€m) Strategic objectives 1,200 1,119 +11% Capture Euro
Slide 52: Our organic growth track record
Transaction Allwyn OPAP Financial Our organic growth track record Performance since acquisition - compounded top-line growth and cost efficiency drive EBITDA growth Czech Instant Win Austria Stoiximan Betano(3) Republic Gaming CAGR: CAGR: CAGR: CAGR: +13% +41% +83% +4% +22% 520 24 2,445 GGR 1,592 58
Slide 53: Strong online growth alongside resilience in physical retail
Transaction Allwyn OPAP Financial Strong online growth has continued, alongside resilience in physical retail Online share increased year-on-year across all markets in 2024, with significant growth vs pre-Covid Austria GGR Greece and Cyprus Czech Republic United Kingdom (excl. VLTs and Casinos) (inc
Slide 54: Diversified product portfolio across physical and retail channels
Transaction Allwyn OPAP Financial Diversified product portfolio across physical and retail channels Continuing to deliver new product launches 1 0.00.01 Czech United United (3) (4) Austria Greece Cyprus(2) Italy(3) Republic Kingdom States Physical Online Physical Online Physical Online Physical Onli
Slide 55: Defensive competitive advantages in lotteries
Transaction Allwyn OPAP Financial Allwyn benefits from defensive competitive advantages in lotteries Strong owned brands, largely exclusive long-term licences and well-established regulatory and stakeholder relationships cement defensive competitive advantages Greece Austria(1) Czech Republic Italy
Slide 56: From single-market champion to diversified multi-national operator
Transaction Allwyn OPAP Financial From single-market champion to diversified multi-national operator and almost €2bn pro forma Adjusted EBITDA Track record of entering new markets, consolidating existing positions and expanding tech and content capabilities Czech Greece and Austria Italy Greece and
Slide 57: Successful ESG strategy
Transaction Allwyn OPAP Financial ESG is a prerequisite for success in the lottery industry We have been focused on key ESG themes for many years as we strive to do what is right and give back to our communities Governments / regulators New licences / opportunities Other key stakeholders • Importanc
Slide 58: OPAP historical dividends over time
Transaction Allwyn OPAP Financial OPAP historical dividends over time Dividend per share(1) (€) 2.05 1.90 0.45 1.65 1.60 0.25 0.90 1.29 1.30 Payable shortly 1.10 after completion, in lieu of the 1.00 Minimum dividend policy of €1 per share remaining 0.57 introduced end of dividend for the H1-2021 0.
Slide 59: Reconciliation of 2024 Adjusted net income to Normalised pro forma net income
Transaction Allwyn OPAP Financial Adjusted P&L – Reconciliation of 2024 Adjusted net income to Normalised pro forma net income Combined In €m, unless otherwise stated OPAP Entity Please refer to Allwyn databook and Q1-25 quarterly financial Adjusted profit attributable to equity shareholders report
Slide 60: LTM H1-25 PF consolidated Adjusted EBITDA bridge
Transaction Allwyn OPAP Financial LTM H1-25 PF consolidated Adjusted EBITDA bridge 326 1,902 Corporate costs adjustment: 18 28 116 1,576 Certain costs previously incurred by 1,455 Allwyn International’s immediate 82 parent, Allwyn AG, but funded by 1,332 Allwyn International, are now (24) incurred d
Slide 61: Proactive maturity profile management and diversified capital structure
Transaction Allwyn OPAP Financial Proactive maturity profile management and diversified capital structure Access to EUR, USD and local markets Split by instrument (1) Split by fixed / floating(1) Split by currency(1) Debt maturity profile(1) (€m) 599 501(2) 21% 15% 22% 1,140 2% 600 45% 27% 55% 538 4
Slide 62: Athens – OPAP HQ; Lucerne – Allwyn HQ
Athens – OPAP HQ Lucerne – Allwyn HQ Athinon Av. 112 Mühlenplatz 9 104 42 Athens 6004 Lucerne Greece Switzerland