Allwyn

Report of the Board of Directors of the Company


REPORT OF THE BOARD OF DIRECTORS OF THE COMPANY PREPARED IN ACCORDANCE WITH ARTICLE 1034-6 OF THE LAW OF 10 AUGUST 1915 ON COMMERCIAL COMPANIES OF THE GRAND DUCHY OF LUXEMBOURG, AS AMENDED AS WELL AS THE PROVISIONS OF ARTICLES 103Α – 103ΙΘ OF GREEK LAW 4601/2019 (TO THE EXTENT APPLICABLE) AND ARTICLES 47 – 51, 53 AND 56 OF THE GREEK LAW 5162/2024

Dear shareholders,

Dear employees,

The board of directors of the public limited liability company (société anonyme) under the corporate name "Allwyn AG" (hereinafter the Company), having its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg) under number B306096, hereby submits this detailed report to the annual general meeting of shareholders of the Company (the General Meeting), explaining and justifying from a legal and economic perspective the proposed European cross-border division by separation (the Division).

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