Athens, 16 March 2026
Announcement concerning the completion of the Cross-Border Conversion
Planned Business Combination remains on track
The Company under the corporate name “OPAP Holding S.A.” (the “Company”) informs the investors, further to its announcement dated 13 March 2026, that on 16 March 2026 the cross-border conversion process by transfer of the Company’s registered seat from Greece to the Grand Duchy of Luxembourg (the “Converted Company”), pursuant to articles 139α-139η as supplemented by articles 104-117 of Greek law 4601/2019, articles 47-51, 54, 56, 58 and 59, and each relevant provision of Part D of Greek law 5162/2024, as well as the provisions of Title X, Chapter VI, Section 2 of the law of 10 August 1915 on commercial companies of the Grand Duchy of Luxembourg (the “Cross-Border Conversion”), was completed with the issuance of the notarial deed of completion of the Cross-Border Conversion (Constat de transformation transfrontalière Européenne) in accordance with article 1062-13 of the Law of 10 August 1915 on commercial companies of the Grand Duchy of Luxembourg (Loi du 10 août 1915, concernant les sociétés commerciales) and the relevant notarial certificate of legality and completion of the Cross-Border Conversion.
Following completion of the Cross-Border Conversion:
- The Converted Company’s new corporate name is Allwyn AG and will be registered with the Luxembourg Electronic Register of Companies and Association (Recueil Electronique des Sociétés et Associations de Luxembourg - RESA) in the coming days.
- The registered office of the Converted Company in the Grand-Duchy of Luxembourg is at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand-Duchy of Luxembourg.
- The issued share capital of the Converted Company is equal to the share capital of the Company immediately prior to the Cross-Border Conversion. The shares of the Converted Company remain listed on the Main Market of the Regulated Market of the Athens Exchange.
- The shareholders of the Company remain shareholders of the Converted Company, holding the same number of shares in the Converted Company as they held in the Company immediately prior to the Cross-Border Conversion. The shares in the Converted Company remain credited in book-entry form in the securities accounts of the shareholders in the dematerialized securities system (the “DSS”) operated by the Hellenic Central Securities Depository.
- The shares of the Converted Company will be held in dematerialized form in accordance with the legal rules applicable to them. ATHEXCSD will act as the relevant central securities depository for such shares and will provide the applicable services in relation thereto, including supporting the Converted Company’s corporate actions through its platform.
- The articles of association of the Company will be the ones approved by the Extraordinary General Meeting of Shareholders dated 07.01.2026, while more information about the nature and consequences of the Cross-Border Conversion are included in the Draft Terms of the Cross-Border Conversion and the Report of the Board of Directors of the Company on the Cross-Border Conversion dated 30.10.2025 and published on the Company’s website since 07.11.2025.
- The articles of association of the Company have been drafted in accordance with the provisions of the 1915 Law of the Grand-Duchy of Luxembourg, taking into account the relevant corporate governance laws and regulations required for the continuity of the listing of Converted Company on the Main Market of the ATHEX.
- The Board of Directors of the Company, following completion of the Cross-Border Conversion, consists of: Karel Komarek, Chairman, Robert Chvatal, Katarina Kohlmayer, Pavel Saroch, Lord Sebastian Newbold Coe CH KBE, Senior Independent Member, Paul Schmid, Independent Member and Cherrie Mae Chiomento-Ferreria, Independent Member. A Company announcement will follow regarding the constitution into body of the Board of Directors and the composition of its Committees.
OPAP Holding S.A.
(now renamed to Allwyn AG)
