Allwyn International has agreed to investor feedback, to remove the contemplated issuance of preference shares in connection with the business combination transaction with OPAP.

Allwyn and OPAP have agreed that Allwyn will no longer receive the preference shares, with enhanced voting rights, which it would have received under the terms of the Transaction as previously announced. As a result of the proposed change, Allwyn will instead receive only ordinary shares in OPAP as consideration for the contribution of its assets and liabilities to OPAP, creating the “Combined Company”.

The removal of the contemplated issuance of preference shares highlights the commitment of Allwyn and OPAP to continuing the long-term partnership with existing investors.

The change in structure aligns the voting and economic rights for shareholders; Allwyn’s expected economic interest will remain at 78.5% as set out in the Initial Announcement and, within this, the economic interest of KKCG (Allwyn’s main shareholder) will remain at 75.1%; however, KKCG’s voting interest is reduced from 85.0% to 75.1% owing to the amendment to the terms.

With the removal of the preference shares, the number of ordinary shares received by Allwyn will be adjusted accordingly to maintain the 78.5% economic interest without impacting the value of the Transaction.

The EGM of OPAP to approve the various steps of the Transaction previously announced, which is now amended as described above, will be held on 7 January 2026.

Following completion of the Transaction, the Combined Company will be the second largest listed lottery and gaming operator globally, and Allwyn and OPAP expect the Combined Company to continue to be eligible for MSCI and FTSE emerging markets index inclusion. Allwyn and OPAP also confirm that, as previously announced, shareholders of the Combined Company will receive a special dividend of €0.80 per share following completion of the Transaction.

As a Swiss company listed on the Athens Stock Exchange (now part of Euronext N.V.), the Combined Company will continue to apply the highest standards of corporate governance, disclosure and transparency. In this respect, Allwyn and OPAP are pleased to announce that Lord Sebastian Coe CH KBE has been proposed to be appointed as incoming Senior Independent Non-Executive Director of the Combined Company.

In this role, he is also proposed to assume leadership of the Remuneration and Nomination Committee. Further, Allwyn and OPAP are delighted to confirm that Ms. Cherrie Chiomento is proposed to continue to serve as an Independent Non-Executive Director and is expected to be appointed as Chair of the Audit Committee of the Combined Company, roles that she has held at OPAP since 2022, contributing meaningfully to governance and the advancement of OPAP’s objectives.

The Board of the Combined Company will consist of 50% independent members, including Paul Schmid, an independent member director of Allwyn, with one further independent member to be appointed.

The Boards of Allwyn and OPAP strongly encourage shareholders to approve the EGM resolutions, enabling the establishment of a listed global gaming champion in Greece and reinforcing the long-standing partnership with Allwyn and KKCG through the exchange of interests in OPAP for participation in the Allwyn platform.