Business Combination of Allwyn and OPAP Creating the 2nd Largest Listed Lottery and Gaming Operator Globally

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Allwyn International AG (Allwyn) and OPAP S.A. (OPAP) announced that their respective Boards of Directors have approved the business combination of Allwyn and OPAP through an all-share transaction that values the resulting entity at an equity value of €16 billion. This will be facilitated by their entry into a transaction agreement (the Transaction Implementation Agreement). The Combined Company will be renamed Allwyn.

The Transaction marks a major milestone in the evolution of both companies. It will bring together two leading gaming operators, creating the second largest listed gaming entertainment company globally, with multiple diverse, fast-growing and market-leading positions across Europe, US and other international markets. The Transaction builds on the existing successful partnership between OPAP and Allwyn which goes back to 2013, when KKCG, the controlling shareholder of Allwyn, first invested in OPAP. Allwyn currently owns 51.78% of OPAP.

Allwyn brings a strong track record of both organic and inorganic growth, including through strategic and bolt-on acquisitions. The Transaction safeguards the long-term value of OPAP in a rapidly evolving gaming environment. It also allows OPAP’s public shareholders to benefit from advantages of the Combined Company, including growth, scale, diversification, access to leading technology and digitalisation and increased global brand recognition, while continuing to benefit from substantial and resilient cash returns. For Allwyn, the Transaction represents the natural next milestone in its journey with a public market listing unlocking access to equity capital markets for future growth and elevating the profile of its global platform. It is a significant step in Allwyn’s mission to become the leading global gaming entertainment company.

Following the completion of the Transaction, the Combined Company will remain listed on the Main Market of the Athens Stock Exchange, where it is expected to be one of the largest companies by market capitalisation. Allwyn intends to pursue an additional listing on another leading international exchange such as London or in New York following closing.

Independently of the Transaction, OPAP has made a strategic decision to change its consumer brand from OPAP to Allwyn as of Q1 2026. This initiative reflects OPAP’s commitment to maintaining strong engagement with its customers through innovative and meaningful interactions, as well as enhancing its proposition to meet the evolving expectations of younger generations.

Transaction Highlights

The business combination of Allwyn and OPAP creates a leading global lottery-led entertainment and gaming operator, and presents an opportunity for OPAP shareholders to participate in a materially improved and financially attractive investment proposition, underpinned by:

• Scale: Allwyn’s pro forma EBITDA was €1.9 billion for the 12 months to 30th June 2025 and the Combined Company will be the second largest listed lottery and gaming operator globally, as well as the largest listed lottery company, and well-positioned to capitalise on key industry trends.

• Growth: Enhanced growth profile with double-digit projected EBITDA CAGR from 2024 to 2026, substantially higher than OPAP on a standalone basis.

• Digitalisation: Ownership of key technologies, best-in-class proprietary content and AI capabilities reducing dependency on third parties and accelerating innovation and time-to-market.

• Diversification: Multiple market leadership positions globally, across products, creating diversification and significant strategic optionality.

• Earnings and cash flow: Double-digit accretive to OPAP adjusted earnings per share and adjusted free cash flow per share in the first full year post completion, normalised for the temporary benefit of the GGR contribution prepayment.

• Shareholder income: Capital allocation framework delivering a combination of growth and material, resilient, shareholder distributions.

Karel Komarek, Founder and Chair of Allwyn, and of KKCG Group AG (KKCG), the investment company behind Allwyn, said: “Today’s announcement redefines the sector, signalling the creation of the second largest listed gaming entertainment company globally. For investors, this is a unique opportunity to be part of a dynamic company that is shaping the future of entertainment. The combined strength and scale of these multi-billion dollar businesses, massive customer base and Allwyn’s continued investment in technology and content, will accelerate innovation and fuel significant international growth. We’re on a mission to build the world’s leading global gaming entertainment company, and today’s transaction takes us one step closer to that goal.”

Robert Chvatal, Allwyn CEO, said: “This transaction marks a further milestone in Allwyn’s successful journey. Since being founded 13 years ago, we have grown substantially in terms of business performance, scale and innovation. With this combination, we will be able to grow further, faster as we deploy Group-wide know-how, a unified brand and sponsorship strategy, and in-house technology and content.”

Jan Karas, OPAP CEO, said: “This exciting combination creates a leading gaming company with strong Greek heritage, as well as a continued presence and listing in Greece. I’m excited about the opportunity for OPAP to deepen our strong existing relationship with Allwyn, driving innovation and additional growth opportunities.”

Pavel Mucha, OPAP CFO, said: “The tremendous financial characteristics of the combined business will continue to deliver substantial, consistent dividends to our shareholders, while also allowing investment in the business and additional value-accretive acquisitions to further accelerate growth.”

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