Allwyn SPAC
Pro forma structure
2
österreichische
LOTTERIEN
62
59.7%2
Austria
1)
2)
G
CASINOS AUSTRIA
Control; fully consolidated
100.0%
COHN ROBBINS
HOLDINGS CORP -
Shareholders
Czech Republic
Sazka
17%
Control; fully consolidated
PIPE
shareholders
100%
PubCo
allwyn
48.2%3
1
Greece and Cyprus
opap Stoiximan
Control; fully consolidated
Existing Allwyn
shareholders
83%
32.5%
Italy
IL GIOCO DEL
LOTTO
Key governance rights defined
in Joint Venture Agreement;
equity method accounting
100.0% 4
United Kingdom
UK National Lottery
Source: Company information
Note: Assumes no redemptions from Cohn Robbins SPAC Trust and and assumes $353m common PIPE proceeds. Includes impact from expected bonus pools for non-redeeming Cohn Robbins shareholders and PIPE shareholders, with potential
for up to combined incremental 9.4mm common shares to be issued. Bonus pool for PIPE and non-redeeming shareholders is variable based on number of redemptions. Shares underlying CRHC warrants expected to be adjusted by the same
ratio. Excludes impact from expected 30.0mm earnout shares to existing Allwyn shareholders and 26.5% Founder Share earnout vesting at $12.00 $14.00. Reflects 16% Founder Share forfeiture. Excludes Cohn Robbins SPAC public and private
warrants. Allwyn ownership in operating companies as of Dec-21; does not include holding companies, service companies or other miñor operating entities owned by Allwyn
Corporate legal name is Allwyn AG, previously SAZKA Entertainment AG
Interest in Casinos Austria A.G., key entity in segment
Interest in OPAP SA, key entity in segment. Economic interest as of 26-Apr-22 following purchase of minority interest in SAZKA Delta and through open market purchases
The award of the UKNL license is currently being contested in a legal challenge. Unless the challenge is successful, Allwyn Entertainment Ltd will be confirmed as the incoming UKNL operator and, subject to a successful period of transition,
would become the operator of the UKNL with effect from February 2024.
4
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