Allwyn International Q2 2023 Condensed Consolidated Interim Financial Statements and MD&A

September 14, 2023 | Financial

Management’s discussion and analysis of financial condition and results of operations for the three months ended 30 June 2023

The financial and operating information contained in this “Management’s discussion and analysis of financial condition and results of operations” (“MD&A”) comprises information of Allwyn International a.s. (“Allwyn International” or the “Company” and, together with its subsidiaries, joint ventures and associates, the “Group”, “Allwyn” or “we”).

You should read the MD&A together with the Group’s Condensed consolidated interim financial statements for the six months ended 30 June 2023. The Condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union.

This MD&A contains certain forward-looking statements, which are based on assumptions about the Group’s future business. The Group’s actual results could differ materially from those contained in forward-looking statements as a result of many factors, including, but not limited to, those described under “Forward-Looking Statements”.

1 Significant transactions and developments during the six months ended 30 June 2023

1.1 Financing

Partial repayment of Czech Bonds

In January 2023, the bondholders of the Company’s CZK 6.0 billion bonds (the “Czech Bonds”) approved their transfer from the Company to Allwyn Financing Czech Republic 2 a.s., a 100%-owned subsidiary of the Company, at a bondholders’ meeting. Bondholders who either voted against the transfer or abstained were eligible to exercise an early repayment option, which was exercised by 51.1% of the total bondholders, representing a nominal value of CZK 3.1 billion (equivalent of €130.4 million). On 24 March 2023, Allwyn Financing Czech Republic 2 a.s. became the issuer of the Czech Bonds instead of the Company.

€1.3 billion bond issuance

In April 2023, the Group issued €665.0 million in aggregate principal amount of 7.250% senior secured notes due 2030, and $700.0 million in aggregate principal amount of 7.875% senior secured notes due 2029. The proceeds from the bond offering were used to (i) redeem in full the €300.0 million in aggregate principal amount outstanding under the 4.125% senior secured notes due 2024 issued by the Company, (ii) to repay the preferred shares issued by the Company’s parent Allwyn AG, (iii) to repay all outstanding drawings of €180.0 million

in aggregate principal amount under the revolving credit facility of the Group, (iv) to pay costs, fees and expenses incurred in connection with the bond offering, and (v) for general corporate purposes.

Out of the $700.0 million senior secured notes due 2029, $600.0 million was swapped to Euro at an interest rate of 7.01% plus credit charges.

Redemption of senior secured notes due 2024

In May 2023, the Company redeemed the full principal amount of €300.0 million of 4.125% senior secured notes due 2024 at a redemption price of 101.03125% plus accrued interest.

Syndicated bank loan

In February 2023, the Company drew €160.0 million under its €300.0 million revolving credit facility.

In February and March 2023, the Company and its subsidiary Allwyn Entertainment Financing (UK) plc drew

€132.5 million from a €303.1 million facility available under the syndicated bank loan for refinancing of its 2024 maturities. Proceeds were used to repay holders of the Czech Bonds who exercised their put option. The remainder of the €303.1 million facility remains available.

In March 2023, the Company and its subsidiary Allwyn Entertainment Financing (UK) plc drew £23.7 million (equivalent to €27.7 million) from a £380.0 million facility available under the syndicated bank loan for business development in the United Kingdom.

In February and March 2023, the Company increased the size of its syndicate bank loan with accordion facilities of €335.0 million, due 2029. In March 2023, the Company drew €250.0 million under these facilities. In June 2023, the Company drew an additional €42.5 million. As of 30 June 2023, €42.5 million remained undrawn.

In May 2023, the Company repaid all outstanding drawings of €180.0 million in aggregate principal amount under its €300.0 million revolving credit facility. The entire amount of the facility remains available.

CASAG financing arrangements

In June 2023, Casinos Austria AG made a scheduled repayment of €6.0 million of its syndicated loan. OPAP financing arrangements

In February 2023, OPAP made an early repayment of a €100.0 million bank loan due 2024.

1.2 Acquisitions

Camelot UK and Allwyn LS Group

In February, the Group acquired and started to consolidate Camelot UK Lotteries Limited (“Camelot UK”), the current operator of the UK National Lottery. Camelot UK is reported as the “United Kingdom” operating segment.

In March, the Group acquired and started to consolidate Allwyn LS Group (formerly referred to as “Camelot LS Group”). Allwyn LS Group operates the Illinois Lottery under a private management agreement through its operating company, Allwyn Illinois LLC (formerly Camelot Illinois LLC), partners with the Arkansas Scholarship Lottery to enhance its lottery operations, and includes a technology arm that provides products and services to lotteries and their players in Europe and North America.

These acquisitions, together referred to as the “Camelot Acquisitions”, have a significant impact on the majority of line items in the Group’s consolidated P&L and consequently on the comparability of the financial information with the comparative period.

1.3 Strategic

OPAP

In June 2023, the Company increased its direct shareholding in OPAP by 0.34% through participation in OPAP’S scrip dividend programme.

As a result of this transaction, the Group’s effective interest in OPAP (without adjustment for its treasury shares) increased from 49.84% to 50.18%. Excluding OPAP’s treasury shares from the share count, this represents an economic interest of 50.43%.

Distributions to parent

In June 2023, the Company distributed a €600.0 million dividend and provided a €51.5 million loan to its parent company Allwyn AG for the purposes of repaying in full the preferred shares issued by Allwyn AG and held by funds advised by Apollo Global Management Inc.

The Company provided an additional €200 million loan to Allwyn AG for further distribution to its shareholder.