Opap S.A.

AGM Information • Dec 16, 2025

Combination of OPAP and Allwyn

16 December 2025

Revised Transaction Terms and Additional Information

For more information please visit opap.gr and allwyn.com

Revised transaction pro forma share structure – removal of preference shares Alignment of voting and economic ownership for all shareholders

Revised deal terms (16th December 2025)

• No preferred shares issued to Allwyn in exchange for Allwyn Contribution
• Preferred shares with economic value of €161 million to be replaced with 7,995,764 additional ordinary shares at an implied value of €20.12 per share(1) – representing a value neutral transfer
• Pro forma economic ownership of 78.5% retained by Allwyn (of which 75.1% attributable to KKCG), however, total voting rights for KKCG reduced from 85.0% to 75.1%(2)

Initial deal terms (13th October 2025)

• €8,806 million in newly issued ordinary registered voting shares in LuxCo (c.438m shares, at an implied value of €20.12 per share)(2)
• €161 million in newly issued preferred shares (c.536m shares at an implied value of €0.30 per share)
• KKCG expected to control 85.0% of total voting rights in Combined Company

Revised voting ownership (1 vote per share)

	# of Shares			Voting power
	Ordinary	Preferred	Total	Ordinary	Preferred	Total
OPAP public shareholders	173m	-	173m	21.5%	-	21.5%
J&T Arch	27m	-	27m	3.4%	-	3.4%
KKCG	(2) 604m	-	604m	75.1%	-	75.1%
Total	804m	-	804m	100.0%	-	100.0%

Revised ownership – economic ownership of 78.5% by Allwyn unchanged

	(2) Economic value per share		Total economic value			Economic ownership
	Ordinary	Preferred	Total	Ordinary	Preferred	Total	Ordinary	Preferred	Total
OPAP public shareholders	€20.12	-	-	€3,479m	-	€3,479m	21.5%	-	21.5%
J&T Arch	€20.12	-	-	€542m	-	€542m	3.4%	-	3.4%
KKCG	€20.12	-	-	€12,161m	-	€12,161m	75.1%	-	75.1%
Total				€16,182m	-	€16,182m	100.0%	-	100.0%

Notes:

2

⁽¹⁾ Based on OPAP's last closing share price of €20.12 as of 10-Oct-25.

⁽²⁾ All references to economic and voting interests are prior to adjustment for the effect of OPAP share purchases by Allwyn following the initial transaction announcement.

Transaction timeline

Shareholders of the combined company will be entitled to a payment of €0.80 dividend per share shortly post transaction completion

High standards of corporate governance

Experienced incoming Board with 50% independence and independent committee chairs

Board of Directors

Chair

Karel Komarek Founder of KKCG Founder of the Karel Komarek Family Foundation Chair of Allwyn (1) since 2016

Executive Director

Robert Chvatal CEO of Allwyn Previous experience at T - Mobile, Procter & Gamble and Reckitt Benckiser Board member of Allwyn since 2019

Director

Katarina Kohlmayer Group CFO of KKCG Previous experience at Morgan Stanley Board member of Allwyn since 2019

Director

Pavel Saroch CIO of KKCG Previous experience at Ballmaier & Schultz, Prague Securities, ATLANTIK Board member of Allwyn since 2016

Senior Independent Director

Lord Sebastian Newbold Coe CH KBE

President of World Athletics, IOC Member, Former Member of Parliament in the UK, Chair of the London Olympic Games, Former Chair of the British Olympic Association

Board member of Allwyn since 2021

Incoming Chair of Remuneration and Nomination Committee

Independent Director

Cherrie Chiomento Chair of the Audit Committee and Independent Member of the Board of Directors of OPAP

To be appointed (2) – Incoming Chair of Audit Committee

Independent Director

Paul Schmid Member of the Board of Directors and CFO of ATAG Private & Corporate Services Ltd Board member of Allwyn since 2020

New Independent Director of the combined company

To be appointed (female)

4

4

Key Governance Requirements and Shareholder Rights under Swiss law, Greek law and ATHEX Rules ( 1/4)

	Allwyn AG as a Swiss Company	OPAP S.A. as a Greek Company
Voting	> Each share carries one vote; can be exercised in person or by legal representative	> Each share carries one vote; can be exercised in person or by legal representative
	ATHEX Rules require that pre - emptive rights detach from the shares on a specific date and trade independently
Pre - emption Rights	> Pro rata to existing shareholding; can be excluded / limited by increased quorum and majority general meeting resolution, provided there is a valid reason for doing so > Within the authorized capital band, the articles provide certain specific circumstances in which the board may exclude / limit pre - emption rights in a new issuance to allow flexibility and prompt execution	> Pro rata to existing shareholding; can be excluded / limited by increased quorum and majority general meeting resolution
	ATHEX Rules require publication of the financial calendar and publication of information on the convocation of and decisions mad e by the shareholders' general meeting; the payment of dividends/interim dividends and other cash distributions; corporate actions, including share capital increase thr ough payment in cash, merger, take - over of a division or contribution of assets; corporate events that have a significant impact on the issuer without a share capital i ncr ease (acquisitions, spin - offs, change of activity) and purchase of own shares
Reporting	> Annual audited financial statements and interim audited financial results (if	> Publication of periodic financial information (audited annual and reviewed semi - annual financial statements)
	available) shall be disclosed > Additional non - financial reporting obligations regarding e.g. ESG apply if specific thresholds relating to revenue and full - time employees are met	> Publication of ongoing information (including information regarding major holdings by the issuer and transactions on own shares), inside information pursuant to MAR and information on related parties' transactions pursuant to Greek Company Law
Board Appointment	> Directors must be elected by the general meeting annually > Directors nominated by a nomination committee comprised of existing board	> Directors must be appointed by the general meeting > Directors nominated by a nomination committee comprised of existing board members
	members	> Director suitability assessed according to suitability policy approved by the general meeting

Key Governance Requirements and Shareholder Rights under Swiss law, Greek law and ATHEX Rules ( 2/4)

	Allwyn AG as a Swiss Company		OPAP S.A. as a Greek Company
Director independence	> No minimum number of independent or non - executive directors The board of Allwyn AG will initially include three independent directors; a fourth independent director will be appointed upon conclusion of the regulatory approval process	> >	At least two independent directors and at least 1/3 of the board must be non - executive directors Independent directors designated as such at the general meeting
Audit Committee	> Committee members appointed by the board annually from within board members The Audit Committee of Allwyn AG will be comprised of three board members, all of whom have practical experience in finance and accounting and two of whom (including the Chair) will be independent	> > > >	Audit committee required; may be comprised of board members appointed by the board or, if appointed by the general meeting, a combination of board members and non - board members or all non - board members Committee must have a minimum of three members Majority of members including the Chair must be independent All members must have adequate knowledge of the company's sector; at least one independent member must have expertise in accounting and auditing
Nomination Committee	> Nomination committee members elected annually by the general meeting The Nomination Committee of Allwyn AG will be comprised of three board members, two of whom (including the Chair) will be independent	>	Nomination committee members elected annually by the general meeting
Say on Pay / Remuneration Report	> Binding annual shareholder vote on the maximum aggregate compensation for the board (until the next annual general meeting) and the executive management (for the next fiscal year) > Remuneration report describing (i) the remuneration policy, (ii) all remuneration to directors in aggregate and on an individual basis and (iii) all remuneration to executive management in aggregate and the highest individual amount paid to members of the executive management must be approved annually by advisory vote by the general meeting	> >	The remuneration policy is approved by the general meeting; the shareholders' vote on the remuneration policy is binding Remuneration report for the preceding year describing remuneration policy and all remuneration to directors on an individual basis must be approved by advisory vote by the general meeting
Right to Convene Meeting	> One or more shareholders holding at least 5% of the share capital or voting rights may request an extraordinary general meeting; request to specify agenda item(s) and proposal(s)	>	One or more shareholders holding at least 5% of the paid - up share capital may request an extraordinary general meeting; request to specify agenda item(s) and proposal(s)

Key Governance Requirements and Shareholder Rights under Swiss law, Greek law and ATHEX Rules ( 3/4)

	Allwyn AG as a Swiss Company	OPAP S.A. as a Greek Company
Agenda - Setting Rights	> One or more shareholders holding at least 0.5% of the share capital or voting rights may request agenda items or submit proposals for inclusion for the next general meeting	> One or more shareholders holding at least 5% of the paid - up share capital may request agenda items or submit proposals for inclusion for the next general meeting if provided to the board at least 15 days prior to the general meeting
Information Rights	> Shareholders representing at least 5% of the share capital or voting rights may request access to books and records; board must grant such inspection within four months of the request	Shareholders representing at least 10% of the paid - up share capital have right to receive information during the general meeting about the progress of business and the financial situation; request must be submitted to the board five full days before the general meeting
	> During the general meeting, any shareholder may request information from the board about the business and from the statutory auditor about the audit	> Each shareholder has the right to receive information during the general meeting from the board about the company's affairs to the extent useful for the assessment of the meeting agenda; request must be submitted to the board five full days before the general meeting
	ATHEX Rules require that any transaction between the company and related parties be disclosed
Related Party Transactions		> Transactions with related parties are null unless approved by the board; board approval must be published for 10 days; transaction can be executed validly only upon the lapse of the 10 - day period
	> Board must be informed immediately and comprehensively of any conflicts of interest; board to take measures required to safeguard the company's interest	> One or more shareholders holding at least 5% of the share capital or voting rights may, within such 10 days, request that a general meeting be convened to resolve on the approval of the relevant transaction; board or the general meeting shall decide based on an independent auditor report evaluating the fair and reasonable nature of the transaction
	ATHEX Rules require that the ex - dividend date and the record date be announced
Dividends	> Must be approved by the general meeting based on audited (interim)	> Can be approved by the general meeting or the board
	financials	Minimum dividend is set at 35% of net profits (after mandatory deductions) and
	> Made only from freely distributable profits or reserves (including capital contribution reserves)	is payable in cash. The general meeting may reduce this percentage (but not below 10%) by resolution adopted with an increased quorum (1/2 of the paid - up share capital) and increased majority (2/3 of the votes represented). Non - distribution of the minimum dividend is permitted only by general meeting resolution adopted with the increased quorum and an 80% majority
	> Statutory auditor must confirm that proposals for dividends comply with Swiss law and the articles

Key Governance Requirements and Shareholder Rights under Swiss law, Greek law and ATHEX Rules (4/4)

Allwyn AG as a Swiss Company OPAP S.A. as a Greek Company

Swiss takeover law does not apply as Allwyn AG is not listed in Switzerland

Protections

An amendment to the articles of Allwyn AG has been proposed that provide that the board may refuse the registration of shares if the number of shares held

directly or indirectly or in concert with third parties exceeds 33 1/3% of the total voting rights and the acquirer does not make a tender offer for all listed shares at a specified minimum price or otherwise in accordance with the takeover rules of the country where the shares are listed

Greek rules provide that if a shareholder acquires voting rights of more than 1/3 of total voting rights, the shareholder must submit an offer for all voting shares

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, tog ether 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 connecti on 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 solicit ati on of an offer to buy or acquire any securities of Allwyn or the OPAP Group, or any affiliate thereof in any jurisdiction wha tso ever. 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 wh atsoever. None of Allwyn, the OPAP Group or any of their respective advisers or representatives shall have any liability what soe ver 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, con seq uential or other). Specifically, this presentation does not constitute a "prospectus" within the meaning of the U.S. Securiti es Act of 1933, as amended.

Certain information in this presentation and oral statements made in connection with this presentation are forward - looking. Forw ard - looking statements include, without limitation, statements regarding the estimated future financial performance, financial p osition 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 o utc omes but the absence of these words does not mean that a statement is not forward - looking. When Allwyn or OPAP discuss strategie s or plans, they are making projections and using forward - looking statements. These forward - looking statements include, but are not limited to, statements regarding estimates, fo recasts of other financial and performance metrics, projections of market opportunity and other characterizations of future e ven ts or circumstances, including any underlying assumptions. Forward - looking statements, financial projections and financial targets are based on the opinions and es timates of management at the date the statements are made and are subject to a variety of known and unknown risks and uncerta int ies and other factors that could cause actual events or results to differ materially from those anticipated in the forward - looking statements, financial projections an d financial targets. Although Allwyn and the OPAP Group believe that the expectations reflected in the forward - looking statement s 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 auditor s, or any other independent accountants, have applied, examined or performed any procedures with respect to the financial target s, 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 illus trative purposes only and must not be relied on by an investor as a guarantee, an assurance, a prediction or a definitive sta tem ent 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 representati on 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 a ctual 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 co ntribute 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 pr oj ections 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 risk s 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 res ults 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, fi nan cial and other developments. Accordingly, such assumptions may change or may not materialize at all. The forward - looking stateme nts, 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, wh ether as a result of new information, future events or otherwise, after the date on which the statements are made or to refle ct the occurrence of unanticipated events. None of Allwyn, the OPAP Group, post - Transaction Allwyn, or any of their respective affiliates, advisers, officers, directors or represe ntatives cannot give any assurance that the financial targets will be realized or that actual results will not vary significa ntl y 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 o r prohibited by applicable legislation, including securities laws related to insider dealing and market abuse. While all fina nci al, operational, industry and market projections, estimates and targets are necessarily speculative, Allwyn and the OPAP Group believe that the preparation of prospective fina nci al, operational, industry and market information involves increasingly higher levels of uncertainty the further out the proje cti on, 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, op erational, industry and market information contained in this presentation, and the inclusion of such information in this pres ent ation 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 present ati on. The information contained in this presentation has not been independently verified. No representation, warranty or undert aki ng, 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 containe d herein. None of Allwyn, the OPAP Group or post - Transaction Allwyn, or any of their respective affiliates, advisors, directors, of ficers, employees, agents, representatives or associates, or any other person, shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever aris ing from any use of this presentation or its contents or otherwise arising in connection with this presentation. Any proposed ter ms 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 indep end ent accounting firm. The inclusion of such financial information in this presentation or any related Information should not b e 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 oth er 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 d efined 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 C ash Flow Conversion, Pro Rata Adjusted EBITDA, Pro Rata Adjusted EBITDA Margin and Pro Rata Net Revenue), may not be comparable t o similarly - titled measures as presented by other companies, nor should they be considered as an alternative to the historical financial results or other indicators o f the performance based on IFRS.

In addition, this presentation contains certain unaudited pro rata financial information, which has been calculated as if eac h s ubsidiary or equity method investee of Allwyn were fully consolidated and then adjusted to reflect Allwyn's interest in such sub sidiary 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 f ina ncial information included in this document has been prepared by the Company's management for illustrative purposes only and has no t 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 b een 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 publicatio ns and studies conducted by third parties, as well as estimates prepared by Allwyn and the OPAP Group, as applicable, based on c ert ain 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, non e of Allwyn, the OPAP Group, or any of their respective affiliates, advisors, directors, officers, employees or representatives hav e 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 ac cu racy 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 i nde pendent sources, and there can be no assurance that the assumptions or estimates are accurate. Accordingly, undue reliance sh oul d 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 maki ng your own independent appraisal of and investigations into Allwyn, the OPAP Group and post - Transaction Allwyn, their respective business and the transactions and produ cts referred to in this presentation and should not rely on any information in this presentation as constituting investment a dvi ce. 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 thei r 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 an d a re urged to consult with their own advisers in relation to such matters. Unless as otherwise stated herein, this presentation sp eaks 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 req uired to evaluate Allwyn, the OPAP Group and/or post - Transaction Allwyn. No responsibility or liability is accepted by any perso n 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 conne cti on with the operation of their respective businesses. This presentation also contains trademarks, service marks and trade nam es 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 pres ent ation is not intended to, and does not imply, a relationship with either Allwyn or the OPAP Group, or an endorsement or spons ors hip 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 who se 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, se rvice marks and trade names.

Athens – OPAP HQ Athinon Av. 112 104 42 Athens

Greece

Lucerne – Allwyn HQ

Mühlenplatz 9 6004 Lucerne Switzerland