Organization of Football Prognostics S.A. (OPAP) M&A Announcement pre-recorded summary

Deal rationale and strategic fit

• Combination creates the world's second largest listed lottery and gaming operator, leveraging OPAP's domestic strength and Allwyn's multinational innovation, scale, and digital capabilities.

• Provides OPAP shareholders access to a diversified, high-growth, global platform with enhanced technology, AI, and digitalization.

• Builds on a longstanding partnership since 2013, with proven value creation and strong shareholder returns.

• Maintains strong Greek heritage and commitment to local talent, markets, and community impact.

• Unlocks access to equity capital markets, elevates global brand recognition, and accelerates innovation.

Financial terms and conditions

• All-share transaction values the combined entity at €16.2 billion, with Allwyn injecting all gaming assets (excluding its OPAP stake) into OPAP.

• Allwyn will hold approximately 78.5% economic interest post-transaction; OPAP shareholders (excluding Allwyn) will hold 21.5%.

• OPAP shareholders receive a minimum €1 annual dividend from FY2026, plus a €0.80 special dividend post-closing, with potential for additional buybacks.

• Dual-class share structure: KKCG holds 85% voting, 75% economic rights via preference shares, which pay a fixed coupon (~5%) and have no right to ordinary dividends.

• Implied combined company equity value of €16.2bn, with KKCG holding 75.1% and J&T Arch 3.4%.

Synergies and expected cost savings

• Enhanced scale enables greater investment in technology, AI, and product innovation, reducing reliance on third parties.

• Operational efficiencies, unified brand, and best-in-class tech stack expected to drive margin improvements and cost savings.

• Significant cash flow generation supports both investment and shareholder returns.

• Diversification across products and geographies creates strategic optionality and resilience.