Allwyn International FY 2024 Trading Update and Launch of Offering of Cross-border Term Loan B

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Allwyn International AG (“Allwyn” or the “Company”, and, together with its subsidiaries, joint ventures and associates, the “Group” or “we”) provides an update on trading for the financial year and three months ended 31 December 2024, concurrent with the launch of an offering (“the Offering”) of EUR / USD-denominated Term Loan Bs (“TLBs”) by Allwyn Entertainment Financing (UK) Limited and Allwyn Entertainment Financing (US) LLC, respectively. Allwyn intends to issue a new €450.0 million EUR-denominated TLB alongside a USD 100.0 million add-on to its existing USD TLB due 2031.

The proceeds from the Offering will be used to repay existing indebtedness, for general corporate purposes and to pay transaction fees and expenses. The transaction will be leverage neutral.

The Company is providing this trading update ahead of the announcement of its preliminary unaudited financial results for the financial year and three months ended 31 December 2024, which will take place on 21 March 2025. No update is provided for the Greece and Cyprus segment (OPAP).

Although the financial results for the periods ended 31 December 2024 are not yet available, this trading update reflects the Company’s current unaudited expectations regarding a range of headline financial metrics for the periods ended 31 December 2024, compared with the same periods ended 31 December 2023. Please see “Cautionary statement” below.

A year of record financial performance

Allwyn’s Total Revenue increased 12% year-on-year in 2024, to €8,794.6 million. Within this, Revenue from gaming activities (GGR) also increased 12% year-on-year, with strong GGR growth across most markets on a constant currency basis, reflecting our continued focus on accelerating organic growth, as well as the benefit from the first full year contribution of the United Kingdom. The digital channel was a key growth driver, with online GGR up 20% year-on-year to reach 39% of GGR.

Adjusted EBITDA increased 4% year-on-year in 2024, to €1,545.6 million. This reflected solid Adjusted EBITDA growth in most of our markets, as well as lower profitability in the United Kingdom owing to the introduction of a new incentive and profitability mechanism with the start of the new licence in February 2024. The contribution from equity method investees was strong. The overall performance once again demonstrates the benefit of Allwyn’s broad geographic footprint. The Adjusted EBITDA margin remained strong at 38.6%1. Excluding the United Kingdom and North America, Technology and Content in both periods, for comparability purposes, Adjusted EBITDA increased 11% year-on-year. On a pro rata basis, Adjusted EBITDA was €1,203.9 million in 2024, +4% year-on-year, despite profitability in the United Kingdom being €146.4 million lower year-on-year.

CAPEX was €255.8 million in 2024, compared with €102.1 million in 2023, with the increase primarily relating to investment in the United Kingdom, in support of our plans to transform The National Lottery.

Net debt (including leases) was €3,365.3 million as of 31 December 2024, representing Net debt / Adjusted EBITDA of 2.2x, in line with leverage at the end of Q3 2024. Subsidiary net cash as of 31 December 2024 was €651.7 million.

Strong momentum continues in fourth quarter

In Q4, the momentum in Total Revenue growth continued, increasing 10% year-on-year, to €2,396.3 million. Within this, Revenue from gaming activities (GGR) also increased 10% year-on-year. Adjusted EBITDA growth was also strong, increasing 12% year-on-year, or 16% year-on-year excluding the United Kingdom and North America, Technology and Content.

Selected preliminary unaudited consolidated financial data

(FY 2024/2023)

(Q4/Q4)

Excluding United Kingdom and North America, Technology and Content² (FY 2024/2023)

Excluding United Kingdom and North America, Technology and Content (Q4/Q4)

Robert Chvatal, Allwyn CEO, commented:

“2024 was another year of record financial performance and strategic progress, as we continued to execute our growth strategies successfully.

Total Revenue increased 12% year-on-year, reflecting continued growth in the digital channel, the strength of our product portfolio, and our focus on bringing best-in-class content to customers, while we also remained focused on our responsibilities to all stakeholders — in particular, our commitment to safe and responsible play. Strong momentum continued in the fourth quarter, in which we achieved double-digit growth year-on-year.

We delivered good growth in profitability in 2024, with Adjusted EBITDA +4% year-on-year. This performance was achieved despite the move to a new incentive and profitability mechanism in the United Kingdom, following the start of the new licence in February. Adjusted EBITDA excluding the United Kingdom, Allwyn LS Group and the recent acquisition of Instant Win Gaming increased 11% year-on-year.

With respect to inorganic growth, we were active across all levers of our strategy during 2024. Considering tenders, we were delighted to successfully commence operation of the new UK National Lottery Licence in February. With respect to strategic bolt-on acquisitions, we were pleased to complete our planned investment in a 70% interest in Instant Win Gaming in September and our expansion efforts were further bolstered by our agreement in December to acquire a 51% stake in Logflex MT Holding Limited, the owner of the growing online sports betting and gaming group Novibet. Both transactions are in line with our strategy of making selective acquisitions in relevant products, technologies and content to support our future growth. During the year we also saw a small increase in our interest in OPAP, as a result of its share buyback programme.

The new year has started well, and Allwyn is well positioned for 2025 and for the next chapters of its growth story.”

Information on dividends, shareholder distributions and payments on intragroup loans paid by Group companies

The table below sets out the aggregate amount of dividends, distributions of share capital, share buybacks, and interest paid on and amortisation payments under intragroup loans by the entities in the periods indicated.

Dividends, distributions of share capital and payments on intragroup loans

Share Buybacks

Financing developments after the end of the year

Financing

In February 2025, the Company repriced its USD 450.0 million Term Loan B facility due in 2031 and syndicated a fully fungible add-on of USD 100.0 million. The USD 100.0 million add-on proceeds were swapped to Euros to hedge currency exposure and used to repay drawings under the Company’s revolving credit facility and for general corporate purposes.

In March 2025, in the Greece and Cyprus segment, OPAP extended the maturity of certain loans. The transactions effectively extended the maturity of a €250.0 million loan maturing in March 2026 to March 2031, and similarly extended an amortising loan of €140.0 million maturing in May 2027 to May 2032.

FY 2024 Preliminary unaudited results and conference call

The FY 2024 Preliminary Results Press Release will be published and available on the Allwyn International website on Friday, 21 March 2025.

Allwyn’s conference call to discuss the preliminary results will be held on the same day at 3.00pm CET. The conference call will also be available via webcast.

FY 2024 Preliminary unaudited results conference call and webcast details (21 March 2025):

France: + 33 (0) 170918711

Germany: + 49 (0) 692 2224 493

UK Freefone: + 44 (0) 800 368 1063

UK Direct: + 44 (0) 20 3059 5872

US: + 1 516 447 5632

Webcast link

For further information, please contact:

Investor Relations [email protected]

Cautionary statement

Although the financial results for the financial year and the three months ended 31 December 2024 are not yet available, the information provided in this document reflects the Company’s current expectations regarding certain financial metrics for the financial year and the three months ended 31 December 2024 compared with the same periods ended 31 December 2023. This information is based solely on currently available information, which may be subject to adjustment in the financial statement closing process, which could lead to changes to financial information that would cause the actual results to be different from current expectations. As a result, the information in this document is subject to risks and uncertainties and investors should not place undue reliance on this information. In addition, the information provided herein is insufficient to achieve an understanding of the Company’s financial condition as of the date of this release, or its results of operations for the financial year and three months ended 31 December 2024. The preliminary financial results presented are derived from our accounting records and internal management accounts. This information has not been audited or reviewed, nor have any procedures been performed by our independent auditors with respect thereto. Accordingly, you should not place undue reliance on it, and no opinion or any other form of assurance is provided with respect thereto. Our preliminary financial results are based upon a number of assumptions and judgments that are subject to inherent uncertainties and are subject to change, and are not intended to be a comprehensive statement of our financial or operational results. As the Company completes its year end financial close process and finalises its financial statements for the year, it will be required to make significant judgments in a number of areas. It is possible that the Company may identify items that require it to make adjustments to the financial information set forth above and those changes could be material. The Company will release preliminary unaudited financial results subsequently, but may not update such financial information prior to release of its full year financial statements.

Definitions and abbreviations

In this document: “Allwyn LS Group” refers together to Allwyn North America Inc. and its subsidiaries and Allwyn Lottery Solutions Limited and its subsidiaries

“Allwyn UK” refers to Allwyn Entertainment Ltd

“Camelot UK” refers to Camelot UK Lotteries Limited

“CASAG” refers to Casinos Austria AG and its subsidiaries

“IWG” refers to Instant Win Gaming Limited

“LottoItalia” refers to LOTTOITALIA S.r.l.

“North America, Technology and Content” refers to Allwyn North America Inc. and its subsidiaries, Allwyn Lottery Solutions Limited and its subsidiaries, and Instant Win Gaming Limited

“OPAP” refers to OPAP S.A. and its subsidiaries

“KGL” refers to Kaizen Gaming Holding Ltd and its subsidiaries

Further information

From time to time, subject to market conditions, the Company (directly or through a subsidiary) may engage in bond repurchase transactions in the open market or in privately negotiated transactions. From time to time, subject to market conditions, the Company (directly or through a subsidiary) may acquire shares of OPAP in the open market or in privately negotiated transactions. The Company regularly evaluates its financing and other strategic options on an opportunistic basis taking into account prevailing market conditions, which may include potential private funding and public capital markets transactions at any time. Use of proceeds for such transactions may include, among other things, acquisitions, increases of stakes in our existing businesses, refinancing of upcoming maturities, repayment of revolving credit facilities and dividends or other distributions to shareholders.

Alternative performance measures (“APMs”)

This document contains certain unaudited financial and operating measures that are not defined or recognized under IFRS that we use to assess the performance of our business. For example, in this document, we present non-IFRS financial measures such as Adjusted EBITDA, CAPEX, Adjusted Free cash flow and Net debt (including leases), which we use to, among other things, evaluate the performance of our operations, develop budgets, and measure our performance against those budgets.

We define:

Adjusted EBITDA as “profit before tax from continuing operations” before “finance cost, net,” “depreciation and amortization,” “impairment of tangible and intangible assets including goodwill,” “restructuring costs,” “gain from remeasurement of previously held interest in equity method investee” and “other gains and losses” adjusted, as our

management deems relevant, for significant one-off items, non-operating items and business development costs; CAPEX as additions to tangible and intangible assets reduced by the changes in liabilities arising from the acquisition, i.e. on cash basis; Adjusted Free cash flow as “Adjusted EBITDA” less “CAPEX”; Net debt (including leases) as “External loans and borrowings” less “Cash and cash equivalents” plus “Lease liabilities”.

As there are no generally accepted accounting principles governing the calculation of non-IFRS financial and operating measures, other companies may calculate such measures differently or may use such measures for different purposes than we do, and therefore you should exercise caution in comparing these measures as reported by us to such measures or other similar measures as reported by other companies. An investor should not consider these non-IFRS measures (a) as a substitute for operating results (as determined in accordance with IFRS) or as a measure of our operating performance, (b) as a substitute for cash flow from or used in operating, investing and financing activities (as determined in accordance with IFRS) or as a measure of our ability to meet cash needs or (c) as a substitute for any other measure of performance under IFRS. These measures may not be indicative of our historical operating results or financial condition, nor are such measures meant to be predictive of our future results or financial condition. Even though the non-IFRS financial measures are used by management to assess our financial position, financial results and liquidity and these types of measures are commonly used by investors, they have important limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our financial position or results of operations as reported under IFRS.

Comparability of information

All financial information is presented on comparable basis, including effects of any restatements or changes in presentation described in the latest annual accounts on the currently presented comparative period.

Disclaimer This document does not represent an offer, constitute or form part of, and should not be construed as an advertisement, an offer or an invitation to subscribe for or to purchase securities of the Company or its subsidiaries or affiliates from time to time. The preliminary unaudited results for the financial year and the three months ended 31 December 2024, are an estimate, based on information available to management as of the date of this release, and are subject to further changes upon completion of the Company’s standard quarter end closing procedures. This update does not present all necessary information for an understanding of the Group’s financial condition as of the date of this release, or its results of operations for the financial year and the three months ended 31 December 2024. As the Company completes its quarter end financial close process and finalises its interim financial statements for the quarter, it will be required to make significant judgments in a number of areas. It is possible that the Company may identify items that require it to make adjustments to the financial information set forth above and those changes could be material. The Company does not intend to update such financial information prior to release of its final interim financial statements.

We present certain unaudited pro rata financial information. The unaudited pro rata financial information included in this document has been prepared by the Company’s management. The unaudited pro rata financial information is not intended to, and does not represent, historical or future performance for any period.

This announcement does not form, and should not be construed as, the basis of any credit analysis or other evaluation, an investment or lending recommendation, advice, a valuation or a due diligence review. This announcement may include forward-looking statements regarding certain of our plans and our current goals, intentions, beliefs and expectations concerning, among other things, our future results of operations, financial condition, liquidity, prospects, growth, strategies, pending acquisitions or other transactions, financing plans and the industries in which we operate. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Generally, but not always, words such as “may,” “could,” “should,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “assume,” “believe,” “plan,” “seek,” “continue,” “target,” “goal,” “would” or their negative variations or similar expressions identify forward-looking statements. By their nature, forward-looking statements are inherently subject to risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Please refer to "Risk factors" in Allwyn's Annual Report and Accounts 2023 for risks and uncertainties relating to the Company, its subsidiaries and its equity method investees, the occurrence of any of which, individually or in aggregate, could have a material adverse effect on the Group's business, prospects, results of operations and financial condition. We caution you that forward-looking statements are not guarantees of future performance and that the Group’s actual results of operations, financial condition and liquidity and the development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if our results of operations, financial condition and liquidity and the development of the industries in which we operate are consistent with the forward-looking statements contained in this document, those past results or developments may not be indicative of results or developments in future periods.

We do not undertake any obligation to review, update or confirm expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this document.

No warranty or representation of any kind, express or implied, is or will be made in relation to, and to the fullest extent permissible by law, no responsibility or liability in contract, tort, or otherwise is or will be accepted by us or any of our directors, officers, employees, advisers or agents, or any other party as to the accuracy, completeness or reasonableness of the information contained in this announcement, including any opinions, forecasts or projections. Nothing in this document shall be deemed to constitute such a representation or warranty or to constitute a recommendation to any person to acquire any securities. Any estimates and projections in this announcement were developed solely for our use at the time at which they were prepared and for limited purposes which may not meet the requirements or objectives of the recipient of this announcement. Nothing in this document should be considered to be a forecast of future profitability or financial position and none of the information in the document is or is intended to be a profit forecast or profit estimate. The financial statements included this announcement have not been subject to any review or audit process by our independent auditors and may be subject to change after a review or audit process.

We are not providing advice (whether in relation to legal, tax or accounting issues or otherwise). You should receive legal, tax, accounting and any other necessary advice from your advisors in relation to the contents of this announcement.

This announcement has not been approved by any regulatory authority and does not represent financial statements within the meaning of applicable Czech, Swiss or other law.

Footnotes

1 Adjusted EBITDA margin calculated as a % of Net Revenue.

2 In Q1 2023, we completed the acquisitions of Camelot UK, the operator of the UK National Lottery until 31 January 2024, and Allwyn LS Group (formerly referred to as Camelot LS Group), the operator of the Illinois Lottery under a private management agreement (the “Camelot Acquisitions”1). Subsequently, Allwyn UK started operation of the UK National Lottery under a new licence on 1 February 2024. In September 2024, we acquired a 70% interest in Instant Win Gaming (IWG), a leading supplier of online instant games to lotteries, which is reported together with Allwyn LS Group as “North America, Technology and Content”. These tables summarise the consolidated metrics of the Group excluding the contribution of the Camelot Acquisitions in both periods, the contribution of Allwyn UK in 2024, and IWG in the period post acquisition - i.e., in both periods, the tables exclude the United Kingdom and North America, Technology and Content. This analysis is provided for comparability purposes

3 Excludes €45.6 million paid by IWG (€31.9 million on a pro rata basis) as part of net consideration of $242.7 million for acquisition of a 70% interest