Greek Organisation of Football Prognostics Stock

Ladies and gentlemen, thank you for standing by. I am Geli, your Chorus Call operator. Welcome, and thank you for joining the OPAP S.A. conference call and live webcast question-and-answer session to discuss the fourth quarter 2025 financial results.

At this time, I would like to turn the conference over to Mr. Jan Karas, Chairman and CEO of OPAP S.A. Mr. Karas, you may now proceed.

Thank you, Geli Good evening or good morning to everyone. We are glad to welcome you here and present to you our solid set of full year 2025 financial results. Hope you have enjoyed the presentation distributed earlier today, and we would be glad to answer any questions related to our financial performance.

We are pleased with our 4.9% GGR growth for the year, in line with our provided outlook and remain optimistic that Greek operations will continue to be a strong asset of the combined Allwyn and provide significant contribution to its future success.

Let's proceed directly to the Q&A together to make the discussion more engaging. Geli, over to you.

The first question is from the line of Kourtesis, Iakovos with Piraeus Securities.

A number of questions from my side. First question has to -- we're glad to see that Hellenic Lotteries license was secured. I was wondering if there is an update for the big license that expires in 2030, if you have something to comment on this.

Second thing from my side is about the expected acquisition of Novibet. As far as I remember, the whole process goes on the Competition Committee. If you have any update on this front?

And maybe I have another follow-up. Can you comment on this, please?

Apologies, what was the third point?

The third question?

After Novibet, the third point?

Yes. The third point is about -- recently, we have a new draft bill on illegal betting. Obviously, this should move on the positive side for you. If you have any comments for the new draft bill on illegal betting and how it affects -- you expect to positively affect your business?

Clear, thank you very much. Thank you for all the questions. Apologies, we had some technical issue here. We couldn't hear you properly on the last part, but all questions are clear. So let me take them one by one. Point #1, about the licenses, thank you for your kind words, just for the sake of full transparency. We have been recently informed that the Court of Auditors greenlighted the signing of the concession agreement for Hellenic Lotteries. And as such, we expect that soon we will be called to sign the agreement.

After that, the agreement must be ratified by the parliament and the relevant law will be issued in the government gazette. That is just a point where the full process will be completed. At this moment, given these developments, we don't expect any delays, and we expect that we will start from the beginning of May, operating with the new concession, the new 12-year concession. So that's just on the clarity on the Hellenic Lotteries.

When it comes to the legacy games, as we have stated before, many times, we are certainly interested to extend our exclusive games rights beyond 2030, for sure. At this moment, we don't have any update on this front. But again, you will be the first one to know once there will be any progress here. When it comes to Novibet and the HCC, this is something for our Allwyn colleagues to comment on our side. We don't have any comments and updates on the developments there.

For the illegal betting on the other side, this is something very much relevant to us, and we obviously have welcomed the new legislation when it comes to illegal gaming. This is in many elements of what is being proposed is meeting the demands or suggestions we have been stating with our ongoing conversations with the authorities.

Our interest is obviously aligned with the state -- with the Greek state here. We want to protect our players. We want to make sure that Greek state doesn't lose taxes in favor of illegals. So we are absolutely looking forward to explore the new opportunities to fight illegals that this new bill should bring.

As for the expected impact, it's a bit, obviously, too early to judge. The final law should be voted in the coming months, hopefully soon. So then we will see the full definition of it. And very importantly, we will be with the authorities cooperating to the maximum to explore the benefits of the new legislation and translate it into actions in the real world leading into minimization of the illegal betting in Greece. So as stated by the government also on our side, we certainly expect a significant impact of this law on our business for the coming year, and in our case, positive impact in the coming years.

Okay. Since this is the last time I suppose that you report results as OPAP, as a sole entity. I would like to thank you for your collaboration and give my congrats to the IR team. They've been extremely helpful all these years, and I'm so glad that they will continue this collaboration with us. Thank you very much.

Thank you for your kind words. We will come to that at the end of our call, but it's very much appreciated that you feel this way. And yes, don't worry, we will not disappear. We will stay in touch for sure.

The next question is from the line of Draziotis, Stamatios with Eurobank Equities.

Can I -- well, just a couple actually. Can I start with Q4? If you could comment on 2 items, please. Firstly, the increase in expenses, I know you said there were some one-off elements, but just wondering to what extent we should expect this to continue in FY '25? And also the decline in online, you obviously said that this is mainly attributed to the customer-friendly results in sports betting. If you could maybe isolate the effect of the latter.

And secondly, on '26 I think you mentioned that you expect this to be a year of great success in your remarks. I'm just wondering what this means exactly in terms of revenue and profitability for the Greek and Cypriot business.

Okay. Thank you. Good afternoon from me. Yes, the increase in expenses in Q4 is largely related to the digital agenda, both in retail and in online, where we are strengthening the team. So that's why the payroll expenses are coming higher.

Also on the marketing side, both in terms of CRM, communication and sponsoring assets. And last but not least, on the technology front, again, digitalization, both in retail and ongoing improvement of customer propositions in online. Really, these 3 categories are related -- are driving the increase in costs.

Obviously, you asked what to expect going forward. It's not that the OpEx would be increasing at this pace every quarter going forward. But we've reached a certain level by now. And this was all cautiously managed. It wasn't something out of control or out of a blue. That's why we also guided that when we provided the guidance for '25 that we will be heading towards mid-30s towards the 35% levels. And if you exclude the one-off expenses, indeed, the margin for the whole year came to 34.7%. So not only we delivered the outlook on the GGR, but also on the expenses.

Now on the second, maybe.

For the outlook?

For the online. No, for the online and customer-friendly results.

Yes. Well, we don't have a -- you were asking for the specific impact of the results versus anything else. I think it's important to say that while we don't exactly have this split, and it would be a bit difficult to calculate anyway. What is important is that we see now in Q1, the business back on track. So the underlying solid performance of the sports betting continues. So we really have seen the Q4 as a disturbance that doesn't have any continuous trend for Q1.

If I may also on your -- this is -- a small bridge towards your question about 2026 expectations. We are not officially providing any outlook for the Greek operations for obvious reason. Allwyn has already provided some initial guidance and more details will certainly be announced during the upcoming Full Year '25 Allwyn International Analyst Conference Call. Yet what we expect for the Greek operation is 2026 to be another year of great success entering the new year of the company with really good prospects. So we are quite confident of not only continuation but further strengthening of what we do here.

Okay. That's great. And thank you for the open dialogue over the years. And as you move into the next phase with Allwyn, we look forward to seeing the same transparency, hopefully, that has underpinned the OPAP's equity story to date. So thank you.

As in any other area, we -- our ambition is to be same and better. So hopefully, we will meet and exceed your expectations going forward on this front as well. Thank you for your trust.

The next question comes from the line of Pointon, Russell with Edison Group.

A couple of questions, if that's okay. First of all, just to come back on this digital investment in Q4. Does this -- with more investments in digital staff, does this mean that you're looking for a greater rate of innovation in the digital activities in the coming year or so?

And the second question is just a minor question really in terms of the retail lottery business. I think the revenue went backwards a little bit in Q4. I was just wondering if there was anything in particular that affected the retail lottery business?

Thank you. So when it comes to digital investments, it is indeed a big topic for us. The whole 2030 strategy that we have recently introduced to our employees and partners, and we will be sharing with the investment community shortly is all around digital-first customer experiences.

So the next day that we are looking at is certainly focused on attracting new generation players and that's not only in online, but also in retail. So while evolution and exploring the prospects of the online world continues to be very high on our priority list. The second close is now upgrade of the retail experiences with the implementation of a completely new digital layer.

So if you want moving from paper cash agent into a fully autonomous digital gameplay in our retail stores where especially the new generation players will be able to benefit from digital interactions that are personalized where their interaction is rewarded and appreciated. And generally, the gameplay is of a new generation -- of a kind.

Here, probably one picture better than thousand words. So we will be bringing you more information on that front shortly.

So what is the necessary driving vehicle of that is the technological evolution that powers all these customer experiences from implementation of fiber connectivity in our stores all the way through to development of the apps estate, so that we will be merging all the different apps we have today into one digital ecosystem with one app that comes first and makes the interaction for customers way much more simple.

One customer account, one app, one wallet, many new things coming that should simplify gamers or customers' life when it comes to gaming and as always, improve the entertainment factor as well as the rewards; and very importantly, the simplicity of gameplay.

So it is really much more than for -- compared to the past where we have done some digital upgrades in the stores like bringing the SSBTs. This time, we are really taking it to the next level, and we see it more as a historical milestone of a step change from the traditional analog world towards a completely digital world of the future. Hope that helps.

Pavel, on the second comment, if you may?

Yes. On retail lottery, look, we were really pleased with the performance of the lotteries in retail in Q4. It was very solid performance, not only on jackpot games, but also on KINO. If your question implied that it was a bit -- not so strong performance. So I just remind the tough comparisons with Q4 2024, where we entered the year in January with building up record jackpot in JOKER. And that those jackpots were already building during December. So it's more the comps with the 2024 very good performance, which may imply that the year-on-year growth in Q4 in retail lottery was not so significant.

That's great. And let me reiterate the thanks to the team.

The next question is from the line of Nekrasov, Maksim with Citi.

I have a few questions. The first is a continuation on the online sports betting right, and it looks like it has been declining for a few quarters in a row. But I just wanted to ask if you can provide any color on the competitive dynamic and on your market share dynamic in particularly in the sports betting online?

And also, if you can remind us about the status of the prediction market platforms in Greece and whether you have seen some impact from those platforms? And finally, since we're rebranding, it would be interesting to hear what's the initial customer feedback? Is there something that surprised you? And if there is any color on the -- if the traffic has changed to some extent to the rebranded stores versus nonrebranded? So yes, any color on that would be appreciated. Thank you.

Well, when it comes to the big picture of the of the sports betting and iCasino market share, while we may be facing some headwinds here and there, we generally see us being on a very right track to protect our market shares and continue performing strongly. The recent rebranding of not only Allwyn, but also Stickiman (sic) [ STOIXIMAN ] is something that should further help in remaining and not only remaining relevancy to the younger audiences, but even further strengthening it.

The new generation players are of our utmost importance. So we really remain confident in maintaining and further improving -- aiming for further improvement of our leadership in this market.

Second question was on the prediction markets, we don't see any impact here. Obviously, with the acquisition of PrizePicks, this is a gaming vertical that is of our utmost interest, and we will be exploring the opportunities in this area. But at this moment, this is not something that we see as a gaming vertical significantly influencing sports betting in the Greek market.

And the third question was on? Rebranding. First impressions of the rebranding are very positive. I think we have done a good job in 2025, preparing the Greek market for the rebranding with all the communication and campaign of OPAP being part of Allwyn. And as such, now the transition starting January 19, where we have changed the consumer-facing brand from OPAP to Allwyn has been really smooth.

Overall, there is a positive reception from both customers as well as our agents and rest assured that our retail partners are always a very good thermometer of making the right customer moves. So we are very confident that we are on a good track.

To let some numbers speak, currently, we are around 50% of awareness of the society about the Allwyn brand, and that's something that we will continue to build. So this exercise is far from over. The whole year 2026 is about building the brand awareness and building the attributes of the brand like the trust, like giving back to society, like winability to assure that our customers believe not only they haven't lost something, but that they have stepped into the new era that is better than before. And that is our ultimate commercial goal for this year. And so far, it's going well on this front. Thank you for your question.

Understood. And good luck in the new chapter of the company, and thank you for all the years of -- all the presentations and special thanks to the Investor Relations team, Nikos and John. It's really helpful and a very transparent reporting. So we hope that we will continue going forward. Thank you so much.

Thank you so much for your kind words. Much appreciated.

The next question is from the line of Zouzoulas, Constantinos with Axia Ventures.

Two questions from my side. Some more color on the good performance of the VLTs, especially I'm referring to the increased visits per year. What can you tell us about this?

And my other question has to do with Hellenic Lotteries. Now with the new -- you're going to be operating the new concession, do you have any plans for -- to refurbish the other games of this vertical?

On the second -- I will ask you for some clarification on the second question. But let's start with the.

We're talking about the scratch. Yes, we're talking about the scratch and the lottery tickets. The performance has not been that great during the past few years. Are there any plans to do something on this front?

Yes, yes. Sorry, I got confused when you said the other products. I was not sure I understand. So you are interested in what we will do with the Hellenic Lotteries portfolio, right?

Correct. Correct, correct.

And I will comment on that. Okay. Great. Thank you. So the first question?

VLT's performance.

VLT's performance. We are very happy for the performance we observed this year. And we are very clear as to where it is coming from because this is a return on investment into upgrading the customer experiences in our Play stores and in our -- with the new terminology Allwyn stores.

We have -- as we have presented in our presentation, we have upgraded now a very significant part of the estate with much better customer experiences when it comes to game play. At the same time, we have invested a lot of efforts into the loyalty schemes that are appreciating and rewarding for the customers for being with us and for their activity with us.

And last but not least, we are doing a lot of promotion events in the stores themselves so that we improve the entertainment element of the experience. And we don't stop here because going forward, our main focus is actually in significant upgrades of the venues where, believe it or not -- but the ones we have now, we have built some of them also already 10 years ago. So we are proceeding with a significant refresh of the stores, and we will be refreshing not only the color schemes, but very importantly, the look and feel.

So the stores from the outside will be much more open, much more transparent, much more visible, much more inviting for the customers walking down the street, and we will be moving from the current, in most cases, white non-see-through facets and shop windows into something that allows you to see what is inside and that something is happening inside and will be bringing you in.

Alongside of the technology upgrades like big digital screens, et cetera, that should help us in this important gaming vertical where we are not allowed to communicate too much and the shop windows communication plays an important role to bring people in the store. This should have further positive impact on the overall performance, especially when it comes to visitation and number of visits per customer per month. So overall, good momentum that we expect to not only continue but further strengthen.

On the second question of Hellenic Lotteries, that is super exciting because as we say, everything bad is good for something. So obviously, the Hellenic Lotteries change of the license has a lot of administrative technical implications that do imply a certain degree of disruption of the business, and we are doing everything we can to minimize this impact on the customer experiences in our stores. It also brings a lot of benefits and one of them is that we will be, as of May 1, able to launch a completely new portfolio of scratch products.

And we will be doing so certain -- building on some of the successful ones that we will keep, bringing some new ones that will be new in the market and overall strengthening the families, the 3 big families in scratch. So a refresh of the portfolio and complete refresh of the design of the whole portfolio.

Zooming out from a customer perspective, the whole new license environment should bring new refreshed product portfolio, new gaming experiences because we are changing also the -- some of the games that we provide under scratch. And we are also looking at upgrading and refreshing the more traditional products like Laiko or Ethniko or the special editions of Laiko that you will see and our customers will benefit from during the year 2026. So hopefully, that covered your question. Thank you very much.

Thank you. Also from my side, thank you for the communication all these years and looking forward to continue the cooperation with you, Nikos and John. Thank you.

Thank you so much. Thank you very much.

Ladies and gentlemen, there are no further questions at this time. I will now turn the conference over to Mr. Karas for any closing comments. Thank you.

Thank you so much. Thank you, Geli. Thank you, everyone. Thank you for many of your kind words already expressed during the Q&A. And obviously, also from my side before we conclude today's call; not only on my side, on behalf of Pavel Mucha, myself, Nikos, John, the whole IR team and everybody who is supporting us on this journey. I would like to share some closing reflections on what I think is truly a historic milestone for our organization.

We are -- very excited to embark on this new era that is ahead of us. And as we move towards the final stages of our business combination with Allwyn, I want to reaffirm our unwavering commitment to the investment community, to all of you here with us today as well as to those who could not be with us today that you have supported us and supported OPAP throughout this journey.

And on behalf of both Pavel and myself, I want to express our deepest gratitude to our shareholders themselves and to our analyst community. Your support and collaboration over these years have been certainly the key of our success. Together, we have achieved financial robustness, created significant value, allowing us to enter this next chapter based on really solid foundations.

For so many years also, the Investor Relations team in Athens has been the heartbeat of our communication, their expertise and deep-rooted relationships have been vital to OPAP's success and to the trust we share with you.

As the cornerstone of our strategy remains transparency and accessibility, values that are at the very core of Allwyn as well, I'm really pleased to confirm to all of you that our IR team in Athens, led by Nikos Polymenakos, will continue to provide the high-quality support you have come to expect. And as such, while we are expanding our horizons, your points of contact in Greece remain unchanged.

To better serve our new global footprint, our Athens-based colleagues will be fully integrated into a larger unified IR team working in daily collaboration with our partners in the London office. And this collaborative structure hopefully ensures that whether your inquiries are local or international, you will still benefit from a broader pool of expertise and global coverage.

Finally, we are proud that the combined entity will retain its listing on the Athens Stock Exchange, soon Euronext Athens, remaining a central pillar of the Greek capital market. We look forward to this next chapter together as a leading listed lottery and global gaming operator.

Thank you so much for your partnership, your trust and for being an integral part of this remarkable journey. We look forward to speaking with you again soon from this new global platform that I'm sure will be as exciting interactions and connections as until now, as we have stated before.

Ladies and gentlemen, thank you very much. Dear colleagues, thank you very much. Last but not least, dear Geli, thank you so much for all the years of your fantastic support. Thank you all, and we will stay in touch. Have a nice rest of the day. Goodbye.

Ladies and gentlemen, thank you for standing by. I am [ Geli ], your Chorus Call operator. Welcome, and thank you for joining the Allwyn International Investor Conference Call and live webcast to present and discuss the Capital Markets update. [Operator Instructions] And the conference is being recorded. [Operator Instructions]

At this time, I would like to turn the conference over to Mr. Robert Chvatal, CEO. Mr. Chvatal, you may now proceed.

Thank you, and good morning, everyone, and thank you for joining us today. I'm Robert Chvatal, CEO of Allwyn, and I'm very pleased to welcome you to the Allwyn Capital Markets Update. Today, we want to provide additional details on the recently announced transaction with OPAP and give you deeper insights into Allwyn’s proven strategy and growth levers. Over the last several weeks, we have met with many existing OPAP investors and investors in the gaming sector more broadly, and we see a lot of interest to know more about Allwyn, who we are, what our plans are and what they will deliver and what will allow us to continue to succeed. So this presentation will focus on some of those questions, and we hope it will be helpful for everybody online now.

I'm joined today by my colleagues, Kenneth Morton, CFO of Allwyn; Katarina Kohlmayer, Board member of both Allwyn and OPAP, and the representative of our controlling shareholder, KKCG; Jan Karas, our CEO in Greece and OPAP -- CEO of OPAP; and Pavel Mucha, CFO of OPAP. But before we move with our presentation, we have a few words from our founder, Karel Komarek. Karel has been the driving force behind Allwyn since its inception, and he brings deep experience and entrepreneurial insights and will continue to guide the business as controlling shareholder and Chair of the Board.

And rather than me telling you more, let's hear directly from him in a short video. And I would like to ask operator, hopefully, the video will work.

I'm the proud founder of Allwyn, which I have started more than 13 years ago by acquiring Sazka Czech company, which was the basic pillar of our businesses, which we took over and successfully transformed into one of the best companies in the Czech Republic. I had a clear vision back then in 2012, and we just realized throughout the years, the vision into the reality. And now we are sitting here as Allwyn, one of the biggest lottery-led entertainment companies in the world and the biggest lottery company in Europe.

So my role as the Chairman of Allwyn is creating the vision alongside with my team and very much involved in all M&A activities as well as in the government relationship. And also, I try to find the best people. So it's a culture, it's a governance and empowering the people. I know all the businesses back and forth. I'm not involved in operations because it's impossible for the size of the company, which we have built. Therefore, everything is all about the people. It's all about to find the right people, to give them the vision, to empower them to execute as well as to build one-stop shop entertainment house led by lotteries.

Actually, the acquisition of PrizePicks is one of the greatest examples of how the company and us are thinking about the strategy. So we are constantly searching and looking what is out there new on the market, which could fit with our strategy. That's one of the DNA which Allwyn has created to see, but out there are some opportunities, which cannot be built from the scratch, but we can acquire them and integrate them as well as to let them do their own business and they perform at the best. OPAP is one of the main assets within Allwyn. And Allwyn has invested into OPAP more than 10 years ago.

We did the same what we did in other countries. We brought the best people, the best management in class. We started investing into innovation, efficiency, digital content and so forth. And in nowadays, OPAP is one of the biggest and most successful stories in Greece. It's a natural fit for both parties to carry on this journey. And these transformational transaction will allow us to, a, become public; b, to have a better access to capital; c, to be more open for other investors to invest alongside with us in these exciting businesses. I think for the investors as well as the partners, this is a tremendous opportunity, first time in the history of Allwyn to become co-investors and the partners in our great journey into the future.

What is great for Allwyn is we are very well positioned right now as a company because we have a very predictable and stable cash flow, great businesses in each country. We are champions in each country, where we do the businesses. We are one of the most important companies when it comes to paying taxes. We are one of the best and the biggest contributor when it comes to the good causes. We invest into innovations and so forth. So we have a lot of great things together in one company. And the company is well positioned for the future. I think we are well positioned to expand and to deliver. That's what I'm 100% sure. And I'm saying it after 30 years in the business when I had a chance to be a partner and investor and managing many other businesses. But I have to tell you this one is the most exciting and the most promising for the future.

Okay. So hopefully, the video has conveyed our excitement for the transaction and the outlook for Allwyn from -- directly personally from Karel, the founder. He spoke about people, and he's a lot in the business of putting the best people together. So this includes us as the top management of Allwyn and top management of OPAP to articulate hopefully today what we intend to do. And firstly, we will provide a short recap on the long-term value creation that the announced transaction will provide to OPAP shareholders. And then we will be going into more detail on Allwyn, its strategy and key strengths and its growth levers. And then we will conclude with some additional information on some financial topics.

And to kick that off, I would like to invite Jan Karas, our CEO of OPAP to highlight some of the key factors that make actually the planned transaction highly compelling for OPAP shareholders. Jan, over to you.

Thank you, Robert. Thank you. When we announced the proposed transaction, we expected how the lottery and gaming industry is undergoing a profound transformation and what that means for companies that are positioned to lead. So what I would like to do is briefly recap the key themes. First, customer expectations are evolving fast, shaped by the best-in-class entertainment offerings from outside of the gaming. So personalization, social features, seamless experiences are now expected and what's best-in-class today won't be necessarily enough tomorrow.

Meeting these expectations requires differentiated content and cutting-edge technology, including AI so that we can accelerate innovation and reduce time to market. With that, scale is no longer optional. It's essential for funding the investments needed to stay competitive and for attracting the best talent. In short, the industry is being redefined by digital content, innovation and scale, and companies with scale and breadth, proprietary content and strong technology capabilities are positioned to lead and the long-term prospects for companies that do not have them are at best unclear.

We previously shared what makes this transaction so compelling for OPAP shareholders, and I think it's worth revisiting some of the key reasons. It is a fundamental step change. It positions OPAP shareholders to share the growth and success of a global leader in gaming while maintaining a continued base dividend of EUR 1 minimum per share. Shareholders will, therefore, continue to hold one of the highest income stocks in the global gaming sector and will further benefit from greater earnings and dividend growth potential over time, supported by a more resilient cash flow.

The combined business strengthens every critical strategic lever, scale, growth, digital leadership, proprietary technology and content, and the right platform to deliver value-accretive M&A. This means competing more effectively, innovating faster and accessing opportunities that were previously out of reach while improving diversification and cash flow resilience. The financial rationale is also compelling with double-digit accretion to earnings and cash flow post completion.

Overall, this gives shareholders the opportunity to participate in a more diversified and future-ready global gaming leader.

Thank you, Jan. In the same way, let me reiterate the transaction rationale for Allwyn and KKCG. Allwyn has reached a stage in its development where becoming a public company is the next natural step, providing access to equity markets and elevating the profile of the combined platform. Additionally, Allwyn’s investment into OPAP has delivered exceptional value, including to OPAP shareholders over a long period. The combination will safeguard the further creation of value going forward for the reasons Jan mentioned and allow the combined entity to benefit from OPAP's investor base and analyst coverage.

Lastly, the transaction simplifies the group structure, aligns interest with OPAP shareholders and streamlines governance. This combination is about continuing a trusted partnership and OPAP shareholders participating in the growth of a global leader.

So on the next slide, we actually touched on what scale means in the context of this transaction and to us, the combination will create the second largest listed lottery and gaming operator globally by EBITDA. And as Jan mentioned, size is a key enabler for success in the rapidly evolving gaming sector. And all this scale will allow OPAP shareholders to benefit as we are building a future-proof platform able to, first of all, invest in technology and product innovation; secondly, deliver a broader, more diversified offering with accelerated innovation and last but not least, create a best-in-class customer experience that adapts to evolving consumer expectations.

As I mentioned before, the transaction offers a significantly enhanced growth profile to OPAP's investors. Looking at the chart, the key takeaway is clear. Allwyn's platform will deliver sustainably high growth with multiple levers contributing to future performance, both organic and inorganic. First, strong organic growth across Continental Europe and the UK National Lottery, supported by digital expansion and product innovation; and second, exposure to high-growth segments such as U.S. daily fantasy sports with PrizePicks and global online gaming, sports betting/iGaming with Betano. Third, additional uplift from further future inorganic growth, including tenders and bolt-ons and the chart highlights how these elements come together a larger, more diversified base with significant exposure to digital and high-growth categories.

Now a quick look at the combined company's profile by revenue. The transaction moves OPAP from being 100% recent Cyprus only to having a truly global footprint. Shareholders will gain exposure to high-growth markets such as U.S., Brazil and the rest of Latin America. From a product perspective, the combined group offers much more than just lottery and sports betting. Investors will gain access to innovative offerings like daily fantasy sports through PrizePicks as well as enhanced iGaming capabilities. This twofold diversification creates strategic optionality. It will allow us to leverage the combined capabilities to differentiate and deliver best-in-class customer experiences across all markets. Finally, the combined entity is nicely balanced between exclusive, i.e., exclusive license positions and nonexclusive businesses with a demonstrated ability to compete in highly competitive markets and a highly diversified portfolio of exclusive businesses.

So let's now move to Allwyn’s business and history so far. We covered this last time, but it's worth quickly summarizing the key points as context for today's discussion. Allwyn is a leading lottery-led multinational lottery and gaming operator with a strong presence across Europe and North America. We operate lotteries in nearly every European country where they are privately run and operated. In the U.S., we manage the Illinois state lottery and supply e-Instants to multiple other lotteries across North America. We are a market leader in that space, e-Instants.

And this is complemented with scaled iGaming and sports betting operations in certain lottery markets. And through Betano, we hold further market-leading positions across Europe and Latin America. Our North American presence will be expanded significantly when we close the planned acquisition of PrizePicks, the category leader in daily fantasy sports. That transaction is still on track to close in Q1 2026, but we are very confident this will definitely happen. And we own core technology and best-in-class content, giving us control over our fate and allowing us to innovate faster.

Financially, we are a substantial business. Pro forma for announced acquisitions, we generated EUR 1.9 billion of EBITDA in the 12 months to June 2025 with high margins and strong cash flow generation.

On the next slide, we try to depict that over the last decade, we have built and have a strong track record in entering new markets, transforming from a single market operator in the Czech Republic into a diversified multinational leader. This expansion has been achieved through competitive tenders and disciplined self-funded M&A, all without raising any external equity. In the middle of the page, you see that in the last few years, we have strengthened our platforms through targeted bolt-on acquisitions in key areas of the tech stack and content. And these investments are critical for sustaining innovation and product differentiation, which is strategically important in gaming sector today and going forward.

Subject to obtaining the required approvals, the pending acquisitions of PrizePicks and Novibet are particularly exciting for us. Beyond very strong positions in their respective markets, both companies also operate differentiated proprietary technology that expands our capabilities.

And finally, I'll move to Betano, one of the largest and fastest-growing online sports betting and iGaming businesses globally. Betano's record expansion has been enabled by its fantastic operating model, which is almost unique in the gaming sector. Betano owns a best-in-class tech stack and operates a single brand globally.

The next slide is a high-level summary of the unique platform that we have built, which delivers compelling growth and high cash generation. On the left-hand side, we highlight our unrivaled multinational lottery operations and the complementary sports betting and iGaming that we operate in many of our lottery markets. This is where we are the national gaming champions. And on the right-hand side, our market-leading high-growth assets, which include some of the most exciting assets in gaming globally, such as PrizePicks in the U.S. in 45 jurisdictions and our interest in Betano. Both sides of the picture benefit from low capital intensity, high cash generation and compounding growth.

And this further strength the overall platform, which you can see at the bottom. And this is a very important enabler in today's global gaming business and sector. And this is technology and brand. This is what Allwyn will be based on, and this will be key enablers, technology and brand.

So I'll now pass to Ken for a couple of slides on our financial track record. Ken, over to you.

Thank you very much, Robert, and thank you also to everybody who has joined our call. I'm going to start with some of my favorite charts, which show our key P&L and cash flow metrics over the last 6 years, that's going back to 2019 pre-COVID. You can see that the dynamic on each chart is very positive. Our revenue, EBITDA and EBITDA minus CapEx as a proxy for underlying free cash flow generation all grown at a compound rate of about 20% a year over 6 years. And obviously, when you compound at a high rate over a long period, you get some pretty impressive absolute growth, and the business is now a multiple of the size that it was just a few years ago, pretty much any metric that you look at. And our growth has really been best-in-class. We'll come back to that on a subsequent slide.

Finally, just to note that the slightly higher -- sorry, the slightly lower growth in EBITDA minus CapEx last year reflects a relative peak in CapEx in the U.K. as we've been investing in the transformation of the UK National Lottery after being awarded the license to operate the new concession that runs from the beginning of February last year.

On the next slide, a few words on cash flow and capital allocation, which is obviously a very important topic for us. Business is very cash flow generative, so we've got a lot of capital to allocate. And as we know, obviously, this is a very important topic for the equity market. The chart shows how robust cash generation has allowed us to, at the same time, invest very significantly in growing the business inorganically to pay a substantial dividend and at the same time, to deleverage, and that's all without raising any external equity. So all funded with cash flow generation and on the balance sheet.

Since 2019, we've invested over EUR 2.5 billion in inorganic growth, and that's excluding PrizePicks and Novibet while paying EUR 1.7 billion in dividends to KKCG and also reducing our leverage. [indiscernible] doubt that EUR 1.7 billion dividend doesn't include dividends to OPAP's public shareholders. If we were to include that, the number would be almost twice as high over GBP 3 billion. I'd also like to mention that our cash flow is very highly diversified, which, of course, makes it nicely resilient. All our material businesses are substantially cash flow positive, even the very fast-growing businesses like Betano and PrizePicks. There are really few businesses in any sector which have got the combination that we have of scale of rapid growth of diversification, high margins and optionality to continue to grow, combined with that level of cash flow generation. And that really gives us a lot of opportunities to leverage the strengths of our platform, which Robert will talk about on the next slide. So Robert, back to you.

Thank you, Ken. So in the next section, I'm going to expand a little more on Allwyn's unique platform as well as our proven strategy. First, to elaborate on our platform. We are a leader in the highly attractive lottery sector with an unrivaled multinational platform as well as having complementary gaming and sports betting businesses within our lottery footprint and at the same time, driving synergies with respect to both revenues and costs. This is what we do day in, day out.

We operate a B2C business, which provides the best opportunity to create value. We own the P&L lottery and that we drive it across all 4 Ps: products, brand promotion, technology, everything. So this platform is highly diversified across geographies, across products and across channels, which gives us strategic flexibility and optimal risk profile.

And Scale, we have spoken to already, a key advantage that also enables us to capture increasing returns as the industry. And we also have a proven track record of value-creating M&A and significant in-house technology and content capabilities, which enable innovation, cost efficiencies and faster growth. And finally, our unified brand strategy, one brand, Allwyn will provide a competitive edge and cost advantage to the others.

So next, a few words about our strategy, which is basically the strategy that we have consistently pursued since the formation of Allwyn and which has driven the financial performance, which Ken mentioned. It starts with accelerating organic growth, enhancing the customer offer, driving digitalization, innovating across products and channels, expanding product portfolio and obviously excel in the digital channel. We enhanced this with selective inorganic growth with targeted bolt-on acquisitions as well as strategic acquisitions in new verticals, in new markets and in technology and content.

Next, improving operational efficiency means that we capture purchasing, marketing, cost synergies while sharing best practices across our geographies and markets. We also have a strong commitment to responsible gaming and corporate social responsibility. This is the pinnacle of the responsibility to play and offer the gaming portfolio responsibly. This is what the government and the regulators expect to have a responsible gaming offer.

While -- the next important part of the strategy or the overarching strategy basically remained constant. We have increased our focus on technology and content. This shift is evident in our recent M&A transactions, our continued investment in in-house capabilities as well as new initiatives such as AI, which are key to accelerating innovation and further differentiating our product and to continue to deliver a best-in-class customer proposition.

We are also excited about our newly launched one Allwyn brand strategy. As Betano has demonstrated, a single global brand has very significantly proved the benefits in terms of cost, new market entries and our stakeholder positioning. So in summary, we pursue a One tech, one brand, one consistent team approach strategy, remaining firmly centered around one clear purpose, making play better for all.

Now back to you, Ken, on the track record.

Thank you again, Robert. The platform and strategy, which Robert has been talking to have allowed us to deliver very strong financial performance across all our key metrics. And on this chart, we've looked at our financial performance through the lens of 2 metrics, the key drivers of our returns to shareholders, that's growth and, of course, dividend. The chart shows that the combined company really stands out among global peers, delivering both best-in-class growth over 20% CAGR since 2019, as I mentioned. And that is obviously at the top end of the range of peers from gaming and lottery.

On the vertical axis, we're showing dividends as a proportion of that EBITDA. Again, you can see that we're well ahead of peers that reflects the ability that we have to actually convert that EBITDA into cash returns to shareholders. And the fact that we've been able to do that at the same time as growing very significantly is, we think, a real strength of the platform. This is a really quite rare mix, high growth, strong cash returns. And if you look at the size of the circles, you can see that we're also among the largest companies in the gaming space globally as well, which is a big strategic benefit and also benefit in terms of the resilience of those shareholder returns.

Moving on the next slide. We've summarized how we've driven that growth. The chart shows our pro rata EBITDA, so that's EBITDA net to our interest in each of our businesses, and that allows us to split out the contribution of organic and inorganic factors without any noise from acquisition accounting. Essentially, the green bar -- the green floating bar each year is a like-for-like metric for organic growth, so that keeps the interest held in each business stable year-on-year. So that's the underlying organic picture. And you can see that between '21 and '24, we had between 14% and 20% underlying inorganic EBITDA growth -- sorry, organic EBITDA growth.

And each year, we also had a nice contribution from our bolt-on acquisitions as well. We're really very proud of our track record of both organic and inorganic growth drivers. The fact that we've been able to consistently grow through each is a big strength of our platform.

Continuing with our track record. On the next slide, we've summarized top line and EBITDA for some of the businesses within the group. We've selected a few examples, including the Czech Republic, which is the business that we've owned the longest, Stoiximan and IWG, which are good examples of that bolt-on M&A strategy and, of course, also Betano. What you can see is that we've been able to drive consistent compounding growth in top line and also, in many cases, even faster growth in EBITDA as we've increased profitability in these businesses.

Just to give you an example, our Czech business, which is the business that we've owned the longest and where Robert was previously CEO was, for many years, one of the fastest-growing lotteries in Europe, and we've been able to grow the top line with a mid-teens CAGR since 2012, which is really quite impressive. Speaking about OPAP shareholders may be very familiar with. This is a great example of a successful bolt-on brings a CAGR of over 20% between 2021. It was already a pretty substantial business and 2024 and continues to go from strength to strength.

Finally from me now one other slide on our track record. We would like to highlight OPAP as a great example, not only of our ability to make good acquisitions, but also to drive value. Hopefully, many people on this call will have been along for the ride since we first invested in 2013. OPAP has obviously massively outperformed the assets through a combination of very strong dividends to shareholders, EUR 13 per share since that date and also capital appreciation in total, 17% annualized return, which we're very pleased with.

We've also been very pleased with the strategic progress that we've given and the support that we've been able to provide to OPAP in areas such as M&A with the acquisition of Stoiximan, which I just mentioned, has been great bolt-on to the previous land-based OPAP platform and also the introduction of euro millions, which has also been a key driver of momentum in the product portfolio.

So with that, I would like to hand back to Robert for a few more words on the growth strategies and how we implement them and where we see them going forward.

Okay. Thank you, Ken. And so let me explain our organic growth strategy, and let's start with the first element of the organic growth strategy we just outlined, which is exciting organic growth. So customer focus is basically at the heart of our organic strategy. We are FMCG business in its expand. We have a huge installed base of players, consumers. And our teams thrive and enjoy delivering best-in-class product to players through new ways to play through new games, enhanced games, multi-country games, new prices, new price forms, enhanced prices, you name it, and they are already delivering it. And we are able to convey the best practices from market to market.

Digital is another major growth engine. We are enhancing online engagement through CRM, data analytics, gamification and loyalty programs. Retail, however, remains critical as well. We are innovating still in retail to keep it resilient and appealing with digitalization and customer registration allowing us to achieve many of the same benefits in retail as online and to create a true omnichannel experience. I think Greece is the best example of it with our OPAP stores.

Next, let's look at inorganic growth, another pillar in our strategy, inorganic growth, M&A-driven growth. It's been a key part of our strategy pretty much from the start and nicely complements organic initiatives. First of all, it's important to emphasize that we assess all our acquisitions on a stand-alone basis, but also only pursue acquisitions which are additive to our existing operations through synergies or by creating new growth opportunities. We target bolt-on acquisitions that strengthen our core, new verticals in existing markets or more recently in technology and content, which are critical for differentiation and innovation or even exciting new gaming verticals. PrizePicks and Daily Fantasy Sports is a great example.

The next slide looks at the key end markets or areas we are focused on in our inorganic growth strategy and shows a few examples of how recent acquisitions fit within these. In essence, our strategy is highly targeted, focusing on lottery, complementary products and technology and content. In fact, you could see that some of our acquisitions tick more than one box. And at the bottom of the slide, again, a reminder that each of these acquisitions enhances our platform as well as being a strong business in its own right.

So to summarize our inorganic growth strategy, this strategy provides Allwyn with a robust framework for evaluating opportunities in a disciplined way, and we will continue to make value-accretive acquisitions whilst also managing other capital allocation priorities like shareholder distributions. So to help to bring our strategy to life, here are some examples from the last few years. As you can see, each transaction has been based on strategic priorities I have mentioned, new tech or new verticals in existing markets, completely new verticals or existing verticals in new markets. These are all great businesses. But at the same time, in each case, they have more than delivered on our expectations.

And finally, on the next slide, I look at an element that underpins many of the areas we have discussed, leveraging technology and content. Allwyn brings strong digital expertise with proprietary, technology and the ecosystem around it, having control over core technologies Allwyn can innovate faster and deliver at a pace that meets customer expectations. As I mentioned previously, these are now increasingly set not by gaming operators, but by the best-in-class global entertainment and social media products. And additionally, Allwyn's best-in-class proprietary content enables the delivery of a pipeline of fresh, locally relevant, high-performing and unique games, which drive customer engagement and as well as retention.

Finally, AI is a key engine of future growth in gaming as well. With even greater scale, we will be able to embrace AI at a much faster pace, more professional pace and thus unlocking new play categories, delivering advanced personalized gaming experiences and advanced marketing. And that this all further improves player protection at the same time.

On the next slide, we show our technology stack, which is broad and covers multiple critical areas from lottery systems to iGaming platforms and sports betting engines. Owning these core technologies in each and every gaming vertical gives us control, gives us flexibility and speed, which enables faster innovation and reducing reliance on third parties, is observed. So across many of these functions, we have in-house capabilities, but currently, we have not rolled these out extensively yet across all of our markets. It is a strategic priority to do so for us, and we see significant further value creation opportunity here as we deliver this and we deliver hence also the better enhancing innovation, we reduce costs and we accelerate growth.

On the next slide, we touch on our global brand strategy. We are in the process of transforming global visibility and awareness of the Allwyn brand as well as rolling it out as a B2C brand and rebranding our operations in the Czech Republic and Greece and Cyprus. Indeed, some of you may have seen our successful partnership with Formula 1 and McLaren team as a part of that global one brand strategy. Global brand has many advantages, including reaching new audiences. Formula 1 and McLaren partnership helps us exactly with that. It helps us to do marketing more efficiently and enhance our platform by supporting our international profile and also trusted reputation.

A great example also of one brand in this space in the sports betting world is Betano because Betano's single brand strategy, which has been one key driver of its sector-leading performance has done exactly that. Betano as a brand is a prominent sponsor of high-profile regional or even global competitions, World Cup, Euro Cup, Copa America are great examples and leverages this one brand, same brand exposure across its entire businesses, which multi-brand operators actually are, of course, unable to do. It's a great advantage.

Next slide, we’re trying to show that we are introducing the Allwyn brand in a way that feels familiar and respect local heritage. Greece is a very good example of the Czech Republic, that's where we started. And as you can see in these images, we have kept OPAP blue and Sazka yellow as key elements of their visual identity in the respective markets and continue to connect with our many years of high-profile corporate social responsibility actions. So Allwyn will complement local presence and product brands, giving the best of both worlds and the benefits of scale and recognition of a global brand with a local trust and heritage that our customers always have valued.

A few words on the next slide on responsible gaming. We operate at the high standards of play protection and are always aligned with the global frameworks and certifications for safer gambling, for example, from World Lottery Association or European Lotteries Association. Responsible gaming actually for us is not a barrier or just another priority, it's the prerequisite for sustainable growth and the long-term trust with regulators and stakeholders. They expect us to deliver to the good cause, but at the same time, they expect the consumer protection or responsible gaming standards to be upheld. And so it is embedded in our thinking, strategy and actions, and it's an integral part of our strategy.

And on the next slide, you could see that more broadly, we seek to make also positive contributions to our communities. It's just that what people expect from the lotteries and here, we have a few examples that I have selected to demonstrate just this. The reach of our initiatives is extremely wide, but I'm proud of their positive impact. So I will not go case by case on how we support large hospitals in Greece or support gender equality or volunteering or well-being. It's a huge range of initiatives. And we are very proud of what we could do as a bigger business in respective markets.

So important slide, finally in this section, in our meetings with investors over recent weeks, we were asked what Allwyn will look like in 5 years. It's, of course, an exciting question to answer. So let me try my best to paint the picture of Allwyn 2030. Our ambition is clearly being the leading global gaming entertainment company with #1 positions across lottery, sports betting and iGaming market to be the market leader has many benefits.

We will approach this with the same motivation and discipline as in the past as we seek to expand and densify our footprint across Europe and North America. We want to do it by deepening digital capabilities further and leveraging proprietary technology where possible and proprietary own content to deliver best-in-class consumer experience -- gaming experience. So this vision builds on our proven track record of disciplined growth and positions us to capture new opportunities across markets as well as across products. So I think we are very confident in delivery and continuing to implement our strategy and are confident that we will continue to deliver best-in-class financial returns to the shareholders being a public company. We are quite ready for this.

Moving on, the organic growth across Allwyn and we go a little bit more into the business unit. So we'll go into greater detail now on our growth platform in terms of organic growth levers within our business units. This is the 4 business units, so that you could even have a good deep dive on how we report on it. So this slide is an overview of the 4 key geographic markets in which we operate and which we use as a framework for our reporting.

And I'll now walk through a more detailed section on each business unit, highlighting the attributes of the business and the way in which we deploy our group strategy and drive value creation within each. So let's start with the Continental Europe. Our Continental European business comprises market-leading positions in lottery across Europe as well as complementary scaled sports betting and iGaming operations in most of those lottery markets. So we are the national gaming champion in these markets.

Across this balanced product portfolio, we generated around EUR 1.3 billion of EBITDA in the last 12 months and grew NGR at a CAGR of 7% between '22 and '24. And that growth is driven by both attractive underlying market fundamentals and delivery of various strategic and operational initiatives, which I mentioned in my strategy section. Across our businesses in Continental Europe, we benefit from very strong market positions. That's highlighted in three ways on this slide.

Firstly, we have #1 market positions in all of the lottery markets in which we operate. Second, we also have #1 market positions in sports betting and iGaming in Austria, Greece and Cyprus. And thirdly, our extensive distribution networks with multiple thousands of points of sale across all of our markets are normally one of the largest retail networks in the country, representing a substantial and difficult to replicate competitive advantage.

On the product innovation side, we are always thinking about our customer proposition. And if you have joined our earnings call, you will know that each time we run through all the exciting innovations we have introduced in the previous quarter. So to highlight just a few examples in Continental Europe, for example, we have continuously developed our cross-border lottery games, launching EuroJackpot in Greece in 2024. We hope to launch it also in Cyprus soon next year, hopefully. These games have higher jackpots and so can generate additional excitement and engagement, especially when these are multiple rollovers.

We have also evolved our annuity game offering, which by, for example, repositioning Lotto in Greece as an annuity game as part of a portfolio rebalancing when we introduced EuroJackpot, launching EuroDreams, the first multi-country annuity game in Austria and launching a whole family of Renta annuity games in the Czech Republic. We see these games as particularly appealing to younger adults, annuity proposition. And so it's pleasing to have our expanded portfolio here.

In digital, within the digital, our initiatives in Continental Europe are focused on both driving digital growth as well as digitalizing existing physical retail operations. On the former, we have improved our front ends across mobile and desktop as well as expanding the games offering and product feature set. For example, launching in-house live casino in the Czech Republic in Austria. Within retail, we have promoted loyalty programs that allow us to engage more frequently with customers through multiple channels. So retail is not anymore about anonymous based. Retail is a lot about de-anonymized concrete base that frequent our retail locations. The Sazka Klub loyalty scheme is a great example of this, allowing us to de-anonymize more than 40% of our retail GGR, which is a phenomenal achievement, world-class.

And looking across our markets, we see significant headroom for growth in lottery and gaming spend sale. Greece and Cyprus is the greatest GGR as a percentage of GDP across all of sports betting, gaming and lottery. It's about 1.4%. Several of the markets in which we operate are less than 50% of that level. So the potential for structural growth is evident, particularly where we are also providing customers with more innovative and exciting ways how to play through both retail and digital channels or omnichannel experience.

As we have implemented our organic growth initiatives throughout Continental Europe, we have driven rapid growth in the online channel with a 25% compound annual growth rate from 2019 to 2024. And at the same time, we have seen tremendous resilience in our retail channels with GGR over that period broadly stable despite customer habits evolving through the COVID pandemic more into online. But our retail in our world has not been cannibalized. So as a result, we have delivered a total compound annual growth rate for the period of almost 6%, which is definitely superb in the lottery world. So as we move to the outlook for Continental Europe, we see significant growth potential as we deliver a high pace of product innovation and an enhanced digital offering and content while keeping retail exciting and relevant. So that will translate into further compounding growth, high profitability and substantial cash flow generation. That's the cash base of our Allwyn group business.

Moving on to North America. As we have stated before, we view North America as a tremendous growth opportunity in the casual gaming entertainment sector. It's a very substantial market. A lot is happening. And this is actually now the market where some of the most exciting innovations in the gaming are taking place, especially online. So through a disciplined acquisition strategy, we have built a scaled and profitable business, delivering approximately EUR 1 billion of net revenues and EUR 345 million of adjusted EBITDA over the last 12 months to June pro forma for PrizePicks. So this is the bet. This is the base in the U.S., the daily Fantasy Sports PrizePicks, a sizable business already. So in this section, I'll go through the exciting growth profile and outlook for North American business in a bit more detail. So this is where we are.

And I think turning to the next slide, like other geographies, if -- I don't know if Ken or me, I can cover that as well, and then I will probably move to Ken. So our North America business benefits from #1 positions in the markets in which it operates. You see that the recent agreement to acquire PrizePicks, which is a category leader in Daily Fantasy Sports had an undisputed leadership position in a large and exciting market, operating in 45 jurisdictions with more than 2 million monthly active users. The last 12 months growth was 50% to 60%. And we are the #1 provider of e-Instants as well in America or e-Scratches, and not through PrizePicks. We provide to state lotteries in the U.S. our e-Scratches or Instant Win Games business via Instant IWG, which is a company that we own 60-plus 70%, and this is a great business in its own right and also has some interesting synergies with our operations.

And we are also a private manager. This is the last one in the Illinois lottery. So we are also an obvious lottery operator there, but in one market, possible to grow in other markets. But we have three ways of presence in the U.S., as you could see. Illinois Lottery is the largest and most performing lottery in the U.S. It's one of the three so-called private management agreements, and we are very proud that demonstrating that private lottery operators definitely makes sense if you compare the performance with other lotteries in the U.S.

So a few words on price fix on the next slide because I think it's important. This is going to be a very important piece of the business, not only in the U.S., but for overall Allwyn group. The leadership position of PrizePicks is a testament to its focus on product innovation and delivering a differentiated customer proposition. They pioneered what is known now as the DFS+ format, a simplified, very playful way how to engage with your favorite athletes because while the fantasy sports category has been around for some years, this is really a simplified mobile-first format where users make more or less predictions on individual player stats, Americans are obsessed with sports statistics. For example, how many strikeouts a picture in baseball delivers or how many assists a player records in basketball, all of that is followed with huge passion among the American audience.

So if PrizePicks players are correct in their more or less predictions, they win a fixed multiple of their entry fee. So you win a 2x or 5x, very easy to understand, very easy to be very engaged. As one user quoted, even a boring American football game becomes very exciting, thanks to PrizePicks. So this format really removes complexity and delivers more immediate results, making it very appealing for casual users and ideal for mobile play.

So we see a very exciting growth trajectory in Daily Fantasy Sports, and we expect the market to have a mid-teens growth rate per annum over the medium term. And PrizePicks is, therefore, a great fit for Allwyn, adding to our casual gaming entertainment capabilities. It's another leadership position to Allwyn. It significantly strengthens our presence in the U.S. and has a strong technology capabilities. They build up their own tech stack. A lot of people from Georgia Tech, they are based in Atlanta. So it's an interesting upside optionality through prediction market is there as well. There's a big hype about prediction market. There's a product called PrizePicks Predict, which is embedded in one app. So there's also a hedging and future growth potential exploitation if prediction markets pick up more in the U.S.

So if you really take a look at PrizePicks and who they are, they are double of the next player, which is called Underdog. They are undisputed market leader. It's ahead of traditional DFS peers and online sports betting operators like DraftKings and FanDuel, who also offer the product, but they actually build their sports betting businesses. They focused on it. They focus on the foundations of a fantasy sports products, but PrizePicks user base is growing rapidly. They almost doubled since 2023. And this gives us confidence in the business to continue to deliver on its strong historical financial profile.

On the next slide, you could see that PrizePicks has delivered exceptional growth with a compound annual growth rate of over 100% in net revenue since 2022. And they also, at the same time, produce high EBITDA margins and strong cash flow generation. So EBITDA margins have expanded to the high 30s in the last 12 months, and the business has substantially and sustainably delivered also adjusted free cash flow conversion in excess of 90%. So very capital-efficient business. It's exceptional for a business that has been growing so quickly.

And the next slide on PrizePicks, we want to make sure that you really understand what we've done with the PrizePicks acquisition. If you benchmark PrizePicks to the top 3 U.S. online sports betting and iGaming peers, you could see that PrizePicks has grown materially faster. You could see that it is achieving much higher EBITDA growth and EBITDA margins. And lastly, PrizePicks engaged user base of around 2 million actives is not dissimilar to the size of the largest peers in online sports betting and iGaming, highlighting the scale and reach of PrizePicks. So for all the reasons we've covered, we are extremely excited about the outlook for PrizePicks within daily fantasy sports category.

Turning to the next slide. We look at prediction markets in the U.S., which are highly complementary to DFS with sports event prediction being the most requested feature from existing PrizePicks customers. This is a fast-moving space, but PrizePicks is extremely well placed to be one of the winners from the development of prediction markets. PrizePicks was the first sports entertainment operator to be licensed with the Commodity Futures Trading Commission, and it has multi-year partnerships with both key exchanges for prediction markets, namely Kalshi and Polymarket. It launched its prediction markets offering earlier this month and with a very large base of highly engaged users, great brand recognition, presence across the U.S., proprietary tech and a fast-moving management team with a deep understanding of what customers want, PrizePicks is positioned to be a significant beneficiary of the development of operation markets within one app, that's very important to emphasize.

So the next page summarizes some of the key details from our acquisition of PrizePicks so that we could demonstrate to you that we thought very careful about how you structured -- we structured the deal and [ priced ] the deal. We are expecting closing in Q1 of 2026 and are acquiring a 62.3% stake for $1.6 billion. There's an additional potential earnout of up to $1 billion, but this starts to accrue only if average adjusted EBITDA over '26 to '28 increases by around 40% versus EBITDA in the last 12 months to June this year. So that's around $475 million on average over the next 3 years compared with the last 12 months of around $340 million. So the maximum earnout of up to $1 billion is not realized unless average EBITDA over the next 3 years is greater than approximately $735 million.

So you see the level of ambition and potential in this business. And also, I'm pleased, therefore, that we have in mind the mechanics here, which contemplated an assumption on the earnout for modeling purposes. You can -- we are pleased to share that with you so that you can model by yourself what the upside potential is. Another important market-leading -- undisputed market-leading position in the U.S. market is through content. So some sort of a good example of vertical integration of Allwyn, which is a #1 supplier of online Instant Win lottery content. So read -- it's a digital version of a scratch card. This business is named Instant Win Games, and we acquired 70% stake back in 2024.

Meanwhile, we're working very closely with the management team. They are undisputed #1 e-Instant provider in North America with 40-plus percent market share, serves around 30-plus lotteries across North America, South America, Europe and even Asia Pacific. With over 20 years of experience, IWG has a well-established reputation as an innovation leader in this space. And it's another high-growth, high cash conversion business with significant total addressable market upside in the U.S. given only a small number of states in the U.S. currently even offer iLottery. So every single state lottery in the U.S. that opens up iLottery immediately goes into our e-Instant proposition.

So while a core part of the rationale for acquiring IWG was that it is a great stand-alone business and investment, and we felt very excited about the prospects of the business as is, it also provides synergies with Allwyn operations, which includes, for example, vertical integration, which brings greater control over game content, product road map and time to market, improves the margin as well. Secondly, it aligns with Allwyn's ambition to deliver best-in-class user experience to players with very bespoke and great award-winning content. And it also gives us immense amount of data, which provides further insight into player behavior and preferences.

So turning to the next slide on this e-Scratchcard category. The e-scratchcards, e-Instants are one of the most dynamic sectors of the lottery market. So each lottery, if you look at the growth areas, this is in the space of digital e-Instants and IWG has consistently been at the forefront of these developments with its game innovations. So the product has evolved from single price point online scratch games with static bonuses back in 2010 to advanced offerings with boosting Power Hour player personalization as well as multi-player and multi-state jackpots. This is where they dominate. This is again -- this is why they are wanted. And IWG's unique market position is underpinned by their ability to innovate along these fronts. So being a first in the market with new features, functionalities or game concepts, IWG has been able to consistently stay ahead of the competition and keep the undisputed market share leadership.

On the next slide, recently, IWG has also pioneered one of the biggest innovations in iLottery. I mentioned that already, which is a multi-state e-Instant jackpot, which you can think of as a private euro millions or mega billion for instance. We do that. Our business does that. So this IWG's #1 position in a multi-state jackpot of e-Instant in the U.S. and Canada is absolute differentiator for the business. IWG launched multi-state products in the last couple of years with a footprint spanning multiple key markets. And they now represent a meaningful proportion of total online Instant Win Game sales across all iLottery U.S. states. So just these two games on this slide generated an impressive $1.3 billion in sales over the last 12 months across the participating states in the U.S., which are all of them if they had online. So IWG now plans to replicate that success with a multi-provincial jackpot 01.08:40 game in Canada. In the U.S., they have states, in Canada, they have provinces. So why not to have a multi-provincial jackpot game there as well.

So on the next slide, a quick word on financials. IWG continues to perform very well with over 20% compounded annual growth since 2022 across revenue, earnings and cash flow. It's also very profitable with over 80% EBITDA margins and has very low capital intensity underpinned by its business model that is scalable and also, again, infrastructure. So this business next year will generate about EUR 50 million of EBITDA. So finally, in North America, we have also Illinois state lottery operations. This is the smallest, but very important piece of the business. This is our base of being a private lottery operator in the U.S. So let's take a quick look at that.

We are an operator of the largest privately operated lottery in the U.S. and under our stewardship, one of the best-performing lotteries in the U.S., I already mentioned that. We have demonstrated the top-tier performance since it was acquired with the highest growth in traditional lottery sales across the U.S. states for 2 consecutive years in 2024 and 2025. Illinois also leads the way on digitalization of lotteries. The digital channel, which is powered by our own tech, by the way, accounts for about 44% of the total draw-based game lottery sales in Illinois, which is significantly ahead of other state lotteries that deliver less than 15% of sales through the online channel.

And the Illinois lottery keeps on delivering record net income returns to the state, which significantly contributes to social and community initiatives in the state of Illinois, which is especially in the space of education. And this is for us a strategic beachhead. It's a base from which to drive innovation, refine our product offering and demonstrate the value add of the Allwyn platform and positions us well for future opportunities in the large US lottery market. So moving the outlook to the -- some sort of an financial outlook for North America or strategic outlook for North America. So we expect to maintain our high growth rates across our businesses with upside potential to our base plan from prediction markets, that's the PrizePicks space. And this growth is also combined with high profitability and low capital intensity, so a very favorable financial profile.

Turning on to -- now to the U.K., which -- where we are exclusive license operator of the UK National Lottery for the next 10 years. It's been a historic landmark win for Allwyn back in 2022 when the verdict came that we off-seated the incumbent after 30 years. That was a culmination of what we could bring from -- as the best of Europe to the U.K. We are at an early stage of our operations in the U.K. and are currently focused on transition, which means upgrading legacy technology infrastructure that is long constrained innovation in the U.K., as well as constrained financial performance. We expect our investment and our commercial initiatives to drive top line growth, earnings and cash flow over the medium term and are already seeing an uplift in performance this year with 2 positive GGR and good underlying trends each quarter in the last 2 quarters so far this year. So that represents a positive change in trajectory after a long period of a weak performance.

And I'll now walk through some additional details on the next slide on the license, on the business and the initiatives we definitely intend to take. So if you look at the next slide, we leveraged our multinational lottery experience to produce the winning tender for the fourth license to operate the UK National Lottery that verdict came on the 15th of March 2022. The competition had some favorable dynamics in a competition that was well designed to be as competitive as possible. So with many features we do not normally see in our other markets.

And of course, we think that we had a lot of great ideas to transform the UK National Lottery, and we are delighted to have realized a higher score than the incumbent operator whilst also being the only new applicant to deliver a qualifying and scored bid. So this underperformance is illustrated on the next slide by the historical growth profile under the previous operator. As you can see from 2016 to 2023, a period characterized by limited investment and innovation and a misjudged relaunch of one of the key games sold that growth rates of only 1% per annum.

So very unique benchmarking the U.K. to other European markets in 2024, you can also see the relative underperformance with lottery GGR per adult spend in the U.K., which is materially behind other Continental Europe markets like France. There's clearly a lot of potential to increase performance across a range of parameters because the lottery spend per capita in the U.K. is lower than in comparable markets. So that's a sizable opportunity for us. So U.K. can be and will be also a growth market for us from that perspective.

And indeed, on the next slide, we highlight that we have already implemented the biggest tech upgrade since the launch of the National Lottery, delivering more than 30 systems and replaying when we placed the technology behind the retail channel in the end of July this year with new terminals already in place for more than 70% of our retail partners. Please think of the size of the retail landscape in the U.K. of 40,000 retail terminals. So the completion of the tech transformation is underway. It's in progress because we need to finish up also after the retail also digital piece of it.

There's about 12 million registered customers that play National Lottery on a yearly basis online. This business is 50-50 retail and -- 50% retail, 50% online. So it's a mature market when it comes to online share. And this will be the focus of our performance improvements as we move on. So in terms of outlook for the U.K. on the next slide, we plan to deliver product and player experience improvement from our upfront investments. We were prepared to invest into the transition of the U.K. lottery to enable further product innovation. And this will, we believe, underpin the more sustainable revenue growth going forward and drive also uplift in EBITDA, EBITDA margin and cash flow generation from a weak historic levels.

So moving on to Betano, the next reporting market by segment. We own a 37% stake in the business. It is one of the largest and fastest-growing online sports betting and iGaming platforms globally. They have a -- Betano has a strong presence across multiple regulated markets in Europe and LatAm, including being the clear leader in Brazil, the largest market in Latin America. So actually, it's one of the most exciting opportunities in gaming globally. So it's also fairly profitable and has high cash flow generation with last 12 months EBITDAs of over EUR 800 million after several years of very strong top line trends, including a total revenue CAGR growth of over 80% between '22 and '24. Betano's growth and profitability reflect a highly differentiated platform. It includes its single global brand supported by high-profile sponsorships and best-in-class proprietary technology. I already mentioned World Cup, Copa America people do recognize Betano. So in this section and next slide, I try to cover Betano's positioning and track record, its key success factors and why we believe it is a well placed to continue to thrive.

On the next page, we try to highlight Betano's positioning as a recognized global leader. It operates under a single brand, Betano brand across 19 markets with more than 13 million active players and supported by high-profile sponsorships of events, teams and sponsorship of leagues with global reach. So this leadership has been recognized by the industry, notably being awarded Operator of the Year in 2025 by EGR, which is the company that looks at the sector itself for the second consecutive year. Needless to say, I think it's one of the great examples of how a company originally from Greece could expand so successfully internationally.

So if you look at Betano’s growth on the next slide, the team has been very successful in expanding the footprint organically and profitably over the last number of years having entered 16 markets since 2016, and they are enabled by their single brand strategy, their own Betano brand and their proprietary technology that they develop themselves. I mentioned before that Betano is the clear #1 operator in the large and exciting Brazilian market across Online Sports Betting and iCasino. This is their jewel. But they also have an unparalleled track record in the industry of organically entering other new markets over the last 5 to 10 years profitably and moving forward to achieving leadership or podium positions in short time frame, certainly. So while Brazil is the largest market, Betano also has substantial leading market positions in a number of other markets, for example, in Romania, in Portugal, in Europe.

So turning to some of the key factors which underpin Betano's success. So first and foremost, it's culture. It's the team, obviously. It's -- the Betano’s corporate brand is Kaizen Gaming, with Kaizen representing its philosophy of continuous improvement. It's led by George Daskalakis, the Founder and CEO, and guided by this philosophy that the team have amazing single-minded focus on delivering the best experience for customers. They love the world of sport and passionate about sport, and they continue expanding and they continue consolidating leadership positions globally.

So the second key success factor for Betano is best-in-class proprietary technology. This technology, and you see all the details about the global hubs and what the -- KPIs of 700 software engineers. This is the -- this clearly supports Betano’s strategy of rapid innovation. That's why they grow as they grow. They achieve both organic market, the entry at speed to the new markets, great visibility, localize and optimize the core product for local preferences, be it in Brazil or Mexico or Argentina. So this is tech of Betano.

And the thirdly, Betano is one of the very few -- actually few global gaming companies that operate under a single global brand, Betano. Again, you see, as I mentioned earlier, this is combined with a large scale, of course, and this has allowed Betano to operate and study a differentiated marketing strategy with a focus on the largest global teams and events. And this strategy drives marketing cost efficiencies clearly and provides significant brand recognition ahead of new market entries. So they immediately have an advantage even before they enter a new market because it's recognized on the other markets. Latin America is a great example.

So for all the reasons mentioned, we are excited about the outlook for the Betano business. We see the further extension of market leadership and share as well as profitably entering and scaling in new markets and really driving continued GGR growth, margin expansion and cash flow generation. So I think it's all I have to say so far when it comes to these 4 building blocks and reporting markets from their unique market-leading positions and growth prospects.

Now it's up to Ken to tell you more about the -- about some financials. Ken, over to you.

Superb. Thank you again, Robert. So we've already spent time talking about the high-level financial metrics, our growth, our profitability, our cash flow generation, and I hope that the numbers to a large extent, speak for themselves. So in this section, I'm going to touch on some of the topics that we understand are of particular interest to OPAP shareholders and the equity market. So going in no particular order, I will start with dividend.

So looking at OPAP's stand-alone dividend profile on the left. As you know, the current dividend policy is a minimum of EUR 1 per share, and DPS has been above that level since 2022. However, that level has obviously been supported by the GGR tax prepayment. And the impact at the end of that prepayment on cash flow generation will be pretty substantial in excess of EUR 200 million a year on cash flow, and that's about actually over EUR 0.50 per share. Obviously, as a single country operator, there's limiting potential for that reduction in cash flow to be compensated for by earnings growth as well as there being risk around the renewal in future terms of the large concession that runs to 2030.

So looking at the outlook for the combined company, we've repeated the minimum dividend of EUR 1 per share. Obviously, looking across the midbelt, the expiration of the GGR tax repayment will have an impact on our cash flow generation on a combined basis, but significantly less in absolute terms given the scale of the other businesses. Beyond that, there's scope for base dividend growth based on all the drivers that Robert has been describing in the previous part of the presentation. And in addition, we've highlighted that we will consider special dividends and buybacks unless the optimal use of capital.

Final observation is that the cash flows supporting the combined company's dividends are much more diversified across country products and also across exclusive and nonexclusive licenses. So that creates a much more resilient as well as faster growing dividend. To repeat our capital allocation framework, which we see as being an important part of the investor case, of course, we're going to run a policy that ensures significant ongoing cash payments and also an efficient conservative and flexible capital structure. So just to recap the key points in addition to the dividend policy, which we already covered, the shareholders will be -- the shareholders of OPAP after completion will be paid a -- sorry, I should say, shareholders of the combined company after completion will be paid a special dividend of EUR 0.80 per share. And our medium-term leverage target is around 2.5x net debt to EBITDA, which will provide significant flexibility for further value-creating investments or, of course, buybacks and special dividends.

The next few slides help to contextualize the cash flow generation that will support that capital allocation framework and also include some benchmarking against CapEx and -- CapEx peers and other gaming and lottery peers. Starting with a few words on CapEx. I think it's worth reiterating that underpinning the shareholder distributions is a highly cash flow generative and genuinely asset-light business. Like OPAP, we've got almost no retail outlets or other fixed assets, and maintenance CapEx requirements are very limited. If you look at the little table on the right, you can see that CapEx as a percentage of revenue is actually very closely in line with what we've seen at OPAP historically across our Continental European and North American businesses, so 2% to 3% of net revenue.

The one exception, of course, is the U.K. where CapEx has been significantly elevated in the last couple of years as we've invested at the start of the new license in support of the technology transition. That's the shaded green bar. As we complete that investment, we expect that CapEx in the U.K. will return to historical levels with a few tens of millions in the relatively near term. You can see those levels on the left-hand side of the chart. And so what we'll see in the U.K. is a very nice picture from the cash flow perspective. So at the same time that we're seeing an increase in top line and profitability as we begin to see the benefits of our investments, which will drive an increase in operating cash flow. We'll see a significant reduction in CapEx. So that will drive a pretty substantial turnaround in free cash flow as CapEx reduces to maintenance levels.

I'd also like to remind our shareholders that with the exception of Italy, Greece is actually the only market within the [indiscernible] where we have typically had upfront payments for new licenses. And we are currently in the middle of paying for the upfront payment for the new license, which runs from the 1st of December. And we've literally just made the second of three payments for the new license and the remaining payment is due in April. So for almost a decade after that, there will be no material upfront license payments other than the -- any potential payments ahead of the start of the new lottery and gaming concession in Greece in 2030.

Now to contextualize the dividend payout levels that we're proposing and to give some visibility on cash coverage, this is a chart which shows at the bottom, the dividends paid by Allwyn International historically. And the green bar on top of the dividends paid to the shareholders of OPAP other than Allwyn to the public shareholders of OPAP. In total, we've paid EUR 1.7 billion of dividends since -- between 2019 and 2024, EUR 300 million more so far this year. And on top of that, the OPAP minority shareholders have received total dividends of EUR 1.6 billion as well as benefiting from the OPAP share buyback program in '23 and 2024. So in 2024, you can see that the business generated almost EUR 900 million of dividends to shareholders. So that implies that the EUR 1 per share minimum dividend is more than happy covered, especially considering the growth of the business and the expansion of the perimeter with the acquisition of PrizePicks.

Now I'd like to hand back to Pavel for a few words on the OPAP dividend, please.

Thank you, Ken. As you know, OPAP dividend per share increased strongly from 2020, which was primarily supported by the prepayment of GGR contribution.

As previously mentioned, this benefit is due to expire in 2030, which, together with upfront payment for lottery and retail sports betting license will affect our ability to pay dividends at these levels. In addition, from 2022, OPAP's dividend has been further supported by scrip program, which enables further capital returns. You can see those impacts on the chart.

Thank you, Pavel. So now to provide a further frame of reference for the dividends, we thought it was useful to contextualize the historic dividend yield of OPAP over the last couple of years and also the forward-looking dividend yield of the combined entity.

Looking at the LatAm chart, which shows the yield on the constituents of the companies on the ATHEX. You can see that OPAP was a clear outlier with a very substantial dividend yield of over 8%.

But on the right-hand chart, looking at that number normalized for the expected reduction as a result of the end of the GGR tax repayment, you can see a more normal, I would say, sustainable level of around 5%.

Again, looking at the left chart, you can see that the combined company will continue to be one of the highest yielding stocks on the ATHEX. And on the right-hand chart looking at a broad universe of gaming and lottery peers, the combined company will be one of the highest yielding companies in the sector having a best-in-class growth outlook.

And one final, probably obvious observation, but one that we think is definitely very worthy of consideration is that we would expect a high-growth company with a well-supported and growing dividend to trade on a yield below where the combined entity is currently trading on a proforma basis. So that would imply some quite significant upside potential from capital appreciation.

On the next slide, just a few words that may be relevant to those who think are interested in the future index in conclusion, which we know is an important consideration and certainly something that we are very focused on maximizing the benefit of.

With the primary listing remaining on ATHEX, we do expect that the combined business will remain with the -- in the MSCI EM Index and Greece Index. And obviously, a key factor there is that the combined business will continue to have a significant proportion of its revenue and the majority of its EBITDA from markets that are defined as -- that are categorized as emerging markets for the buckets of that classification.

Now a few words on our capital structure and our balance sheet. The combined company would proforma for the acquisitions of PrizePicks and Novibet have leverage of 2.7x pro forma at the end of the first half and same pro forma at the end of September.

And if you look across the chart, the lottery and gaming peers, you can see that, that number is actually a little bit below the range. And the -- there are certainly well-regarded companies in the sector that have got significantly higher leverage. And you see the same if you look at our leverage policy 2.5x is in the middle or actually probably slightly below the range of the listed peer group and finally worth emphasizing once again that because of that cash flow generation, we deleverage very quickly, reflecting cash flow generation, but also strong EBITDA growth.

So we feel that our leverage policy is very much in line with peers and gives us a good balance between maintaining a flexible balance sheet and giving us flexibility to invest.

On the next slide, a few words on our maturity profile and our split between different instruments. Looking at the maturity profile on the left, you can see that we've got no material maturities until 2029. We actually made the first small repayment of the bond that we have maturing in 2029 earlier this year as well. Over the last several years, we've been very deliberately implementing a highly diversified capital structure. So we've now got access to all the most liquid and largest debt markets that are relevant for a company like us, so that we can achieve the best pricing. We now have euro and dollar-denominated bonds, euro and dollar-denominated institutional loans and syndicated bank facility. That includes a supportive group of over 20 banks, including leading European, U.S. and Japanese commercial and investment banks.

Moving on to the last slide in the session. We've repeated for your convenience, the guidance slides that we published when we announced the transaction, including guidance on net revenue by business as well as our expectations for the margin trajectory. These slides are unchanged since the announcement of the transaction. We just included them for convenience.

We've included again net revenue growth guidance on a consolidated basis to fully frame the outlook. And as a reminder, we expect consolidated net revenue growth in the mid-20s in 2026. That will include a tailwind from the acquisitions of Novibet and PrizePicks, and we expect medium-term consolidated net revenue growth in the low double digits that doesn't include, obviously, Betano, which is consolidated as an equity method investment.

With respect to profitability, we see some upside to margins, gradual increase to 40-plus percent margins in the medium term.

Looking at the individual businesses, we expect that the trends will be broadly in line with recent years and the effect -- the margin increase reflects some small operational leverage within the business and efficiencies as we incur.

Second page of guidance is, again, unchanged, so I don't propose to go through it in detail. We've concluded really granular information on all the key cash flow metrics, which we think are relevant for modeling the cash flows.

So with that, I'd like to hand back to Robert for some closing remarks.

Thank you. Thank you, Ken. And actually, I know it's been an extensive, comprehensive defilade of the world of Allwyn. This slide caps our guidance for net revenue growth by business -- sorry. So this slide is basically summarizing the key reasons why the combined company and this transaction is naturally compelling.

Since 2013, KKCG and Allwyn have accompanied and supported OPAP and transformed it into a modern Greek gaming champion, delivering strong returns to shareholders. And we have observed and reached the natural limits of one country focus and this transaction will be in the next stage on that journey.

The proposed structure positions OPAP shareholders for success in a fast-paced and changing industry, thanks to Allwyn's skilled and differentiated platform, a platform of multinational expertise, platform of own proprietary tech stack, own content, additional competencies and financial power to compete and give back on a global scale. So our track record is more than proven and OPAP shareholders will benefit from a unique combination of growth, geographical diversification, a broader product portfolio and steady cash remuneration.

I have been -- I hope that the track record and the way how we describe Allwyn and OPAP achieved Allwyn's watch since 2013 is the best estimate to it. And I have been a part of OPAP and Allwyn journeys from the very start from 2013. I'm a member of both Boards, and therefore, I would be truly thrilled to continue partnering with U.S. shareholders who know us in the combined business.

I have great respect, enormous respect to our Greece team, and Greece is and will remain an incredibly important base for Allwyn with OPAP, with Allwyn Lottery Solutions, Stoiximan, Stoiximan as well as Novibet teams, all based in Athens, all based in Greece. So this marks the beginning of an exciting chapter and we couldn't be more energized and thrilled about the journey ahead. I think it's definitely a possible journey. We are confident about the journey. And we value the trust that you already have had put in us or will put in us as stewards of OPAP and as stewards of Allwyn. And we are committed to continue to deliver on that trust with a very clear purpose, with a very clear strategy, with a performance track record and with hopefully the energy and passion that we have and feel across all of our markets and across all the people that work with Allwyn because we pay them.

So with that, I will now hand over to the operator for the Q&A session. Thank you. Thank you very much.

The first question is from the line of Chinchilla Ricardo with Deutsche Bank.

I was hoping if you could start by sharing your thoughts on the potential for daily fantasy to continue to grow in the U.S. in line with prediction markets, I understand and you have been providing very good information regarding the fact that the player profile is very different. But I think that some people are concerned that the growth of the prediction markets will come at an expense of other sources of players and those include daily fantasy.

So any thoughts on how the growth could coexist and if there is any regulatory issues that could potentially hurt the company now that they are in a partnership with Kalshi given all the complicated regulatory situation in the U.S. So your thoughts would be very appreciated.

Yes. Very happy to take a first stab at answering that interesting question. I think basic answer is that we see PrizePicks as being very much a beneficiary of prediction market. I think first point to make is that prediction markets and sports betting and DFS are different products. People who play DFS and in fact, most people who bet on sport do that because at least in part, they see it as entertainment rather than because their primary goal is to win money.

So gamification and social features are really, really important to a big part of the user base, not just pricing. And you see that in particular in DFS where ARPU and the payout is significantly lower than in sports betting.

It is possible that where if I should say, prediction markets do become widespread in the U.S. sports betting customers, typically some price-sensitive sports betting customers often the ones who are most skilled may move their activity, at least in part to prediction markets has happened actually in Europe where there's been a product called Betfair, which is essentially a prediction market for many years.

But that's not PrizePicks' core customer base. PrizePicks is -- one of the things we like about it is that it is a much more casual product. And you can see that, as I mentioned, if you look at their ARPU and their return to player, which are significantly lower than it is in sports betting.

And then looking at the upside, which we think is very material. We think that PrizePicks is really in a very, very good position to be a net beneficiary of the incremental business from predictions. It's got a very strong brand. It's got a very engaged user base across the whole of the U.S. that has about 2 million monthly active users, which is about half of what DraftKings or FanDuel would have.

And it's got a really, really good team, which has got a good understanding of what customers want, how to make the game fun, very nimble culture. And you can see that from the fact that they were the first sports entertainment provider to receive FCM registration with the National Futures Association.

And they've been competing successfully with DraftKings and FanDuel's fantasy products and sports betting products for a long time, actually outcompeting them in what were their original home markets.

And then they are liquidity agnostic, so they have their own -- the deals with both Kalshi and Polymarket and can potentially incorporate other providers as well.

And just maybe last point is that prediction markets are very much additive for PrizePicks rather than online, which isn't the case of online sports betting companies. The #1 requested feature, I think, Robert mentioned during the call actually, is that -- for PrizePicks players is a team-based product, which hasn't been offered historically because of the regulatory construct. So being able to offer that through prediction markets is a big benefit.

If I can add a bit more color on that. I think -- please feel free to look at -- and I think it's about 4, 5 slides on prospects in our deck.

And the first thing, I'd say, about prediction markets opportunity for PrizePicks is, I hope and I think they will. I hope they will focus on what really is the unique proposition, which is the daily fantasy sports and the way how they interact with their customers rather than dropping the pencil there and putting all the energy into prediction markets because prediction markets, if anything, and then Ken just mentioned it, they are more akin and more similar maybe to sports betting. There's always a lack of depth because either you want to have fun about your sport or you are in the business or financial derivative. I know that they will try to use the front-end ease of use to present even a financial derivative like predictive market in a human fashion.

But honestly, I think there's so much possible further growth in the core business. And yes, we will be trying to benefit also from the prediction market. I don't want to call it a hype because it's too early and I'm really not best positioned to guess it.

What I can guess is that the states -- the individual states in the U.S. will be, of course, against it because this is a sort of a very, very vague federal legislation. By the way, people completely forget about consumer responsible gaming because the prediction market players are, say, oh, it's not me, it's up to you how you play. It's not my problem how much you play and how much you lose.

So I think in this legislation, we will see an interesting development, the fast and furious development in the U.S. And I just should say that I'm glad that we have a great business. We're 45 jurisdictions. In only 5, explicitly rejected or abandoned. The others say, it's a safe harbor, it's a game of skill and maybe they will eventually legislate it one day. But it's a clear presence here, the prediction market will be a clear opportunity for PrizePicks, no question.

And I'm glad that they have within one app because they don't confuse the customers with one application for sports betting, one application for daily fantasy, another application for prediction market, you confuse consumers. So I think we have that all embedded in one app. And I think I said it for the third time, this is a clear customer insight and customer-focused demonstration of our always PrizePicks approach.

The next question is from the line of Nekrasov Maksim with Citi.

I have a question on the U.K. And so we saw some improvement in growth in recent quarters, however the margin are a bit low, I think it's 3%, 4% above revenues. So I wonder what kind of margin profile do you see in the U.K. business in the medium term and's what should drive that? And whether you see returning to 2023 margins possible for the business?

And also regarding the U.K., if you can remind us if there are any implications from the recent budget announcement for you. And I have a question on the deal as well, but maybe I can ask it after this answer.

Yes. Okay. Thank you for the questions. Maybe starting with the U.K. budget, actually, absolutely no direct impact on the National Lottery from the budget. The U.K. National Lottery is, to a very, very substantial extent, operated under a different tax system and different regulatory construct from rest of the gaming sector in the U.K. In terms of tax, it's a totally different construct. The main tax is lottery duty, which has been in place since 1994, I believe. It's a percentage of revenue.

And then the gross contributions is actually the majority of the government take from the U.K. National Lottery as defined in the contract governing the concessions essentially defined contractually rather than in the general tax legislation. And the increases in taxation on the online gaming sector in the U.K. have no impact, just for avoidance of that on the national lottery. I think there is actually an interesting maybe opportunity on the margins for the U.K. National Lottery from the increase in taxation on some forms of online gaming.

One of the fastest-growing segments in the U.K. has been, what's called, interactive instant win games, which are essentially e-scratch cards and e-instants. And this is the product that IWG is the leader in.

And I guess you could say that maybe on the very margin, there is some kind of overlap between the game play and the audience of some forms of online gaming and the audience for online instant win games. So to the extent that operators of on other online gaming products are required to reduce their payouts because of the increase in tax or reducing bonusing or other promotional activities.

That does all other things being equal, which I think they are, keep -- make the National Lottery's proposition more attractive. So that is actually an interesting angle for us.

In terms of the outlook for the margin and profitability in the U.K., we expect to see continued good top line growth in the U.K. in the next several quarters. In fact, that's why we mentioned we still haven't implemented the transition on the digital side, which is probably the most important part of the overall picture for the consumer experience and ability to offer new and reinvigorated products and CRM. So that's going to be the key driver of the top line.

In terms of the profitability, there's a cost recovery mechanism in the U.K., which will start to kick in, in the next several quarters and that will result in an increase in profitability after the completion of the handover -- sorry, the transition, I should say.

And the outlook for profitability in the medium term is for certainly an increase in EBITDA, but I wouldn't say that it's at least in the medium term to levels that were achieved under the fourth license. But in the long term, we do think that, that is achievable.

That's very clear. I also have another question on the deal and the transaction. So basically, I wonder if any terms of the deal, such as the share of minorities in the combined company or anything else are expected or could change?

And also regarding the 5% cash exit, right, threshold. Just in terms of the materiality, let's say, if there's 5.2% or 5.5% of shareholders exercise their rights, exit rights, so how it is expected to be treated with this 5% threshold, like how material, yes, it would be taken?

Sure. I'm happy to take that. So we don't, at the moment, intend to change any of the terms of the offer.

Regarding the 5%, we felt it was very important to include a bright line that would make it very clear to investors that the liquidity of the stock was going to remain significant as we know that's important for investor base. It's also important for us. So that's why we included the 5% and our response to similar questions has always been that we don't intend to waive the condition.

The next question is from the line of Memos Evangelos with Piraeus Asset Management.

I wanted to ask 2 questions. The first one is how will you preserve the tax status of the dividend for a Greek shareholder, which is currently 5% if you transfer the company headquarters to Luxembourg firstly and afterwards to Switzerland?

And my second question is regarding the level of net income of Allwyn without OPAP for the first semester or the 9 months, if you may so?

So I can answer the first question about the dividend. So we will be paying the dividend from Swiss company that will have sufficient capital contribution reserves, which means that no withholding tax will be withheld on this from Switzerland. And for foreseeable future, we think at least for the next 5 years as a guidance.

And therefore, any taxation that the investors will suffer will be local taxation just like we have today. So whatever the Greek taxation will be for them, that's going to be charged, but from Switzerland, there will be no withholding tax. This has been achieved through restructuring, and we have a tax ruling for this.

Sure. And on the question about net income, adjusted net income, which is adjusted for PPA adjustments under IFRS 3, which is the standard market approach I would say, was about EUR 100 million in Q1 and in Q2. We'll be publishing our full Q3 MD&A, which will have a comparable number in a couple of days.

The next question is from the line of Kourtesis Iakovos with Piraeus Securities.

My question has to do with Novibet. As far as I understand, the combined entity through OPAP online and Stoiximan will control more than 70% of the market share of the online gaming in Greece. In case that you have any problems with the antitrust committee, what are your plans to develop the in-house software capabilities, if there is an alternative plan?

Second question has to do with Brazil. As far as I understand, there are numerous press reports that the government there plans to increase taxation for gaming, online gaming. What would you expect on this front and if these -- such scenario is included in your guidance?

Sure. And I didn't -- sorry, apologies. So regards to Novibet, I don't think we can comment on the status of the regulatory approvals of this transaction. But we think Novibet will be very additive business in terms of the operational business and in terms of the sports betting platform. But we have many other alternatives to develop or acquire that technology ourselves if for whatever reason the transaction want to get approved. Obviously, we have a strong in-house tech capability, including teams in Athens who are working on our lottery technology and actually part of the online gaming stack as well. So many alternatives to fill that piece of the tech stack.

In terms of Brazil, there isn't -- there have been occasional suggestions that proposals or speculation about changes in the regulatory environment or tax. But actually nothing has happened since the introduction of the regulation at the beginning of the year. And there isn't anything on the general at the moment that we would consider to be likely to be approved. So our base case is that the current environment will continue.

Next question is from the line of Katsios Nestoras with Optima bank.

So -- do you have any comment on the ATHEX listing? I think you mentioned earlier that you plan to solely list the new entity on ATHEX. Is there any change with respect to your original plan for a secondary listing?

No change to the plan. The intention is that ATHEX will continue to be the primary listing we understand, but that's important for many shareholders. And one of the reasons why we like the transaction structure is that we like the ATHEX listing and the whole ecosystem of brokerage coverage, analyst coverage and investors from the ATHEX community. We do plan in due course to pursue a secondary listing, but Athens will remain the primary listing.

The next question is from the line of Draziotis Stamatios with Eurobank Equities.

Just a couple, if I may. So just wondering about the minimum -- well, the shareholder remuneration policy, if you like, you've committed to a minimum EUR 1 per share. If you could just tell us what the peak leverage will be post the acquisitions related to PrizePicks and Novibet and the payment of the licenses in Italy? And if you could provide -- related to that, in essence, if you could provide a policy framework, i.e., priority of uses between dividends, M&A, debt reduction, tech investment, whatever. And in that regard, what scenarios would reduce dividend capacity? So that's the first question.

And secondly, I'm basically just wondering about the thought process behind the Novibet acquisition because this inevitably creates competitive overlap with your associate Betano. So I'm basically wondering whether you're seeing any risk that this could influence your relationship with Betano's management and related. But that would be their willingness to upstream dividends to a shareholder that is now backing arrival.

Yes. So in terms of the leverage, thank you very much for the question. We haven't provided specific forward-looking leverage guidance, but we have provided, I think, quite granular guidance on all the key cash flow items that we expect to see over the next 12 months, including, in particular, the acquisitions, and we also actually provided the, I think, leverage disclosure in our recent materials pro forma for PrizePicks at 2.7x.

So we are currently a little bit above 2.5x, but we have very, very deliberately and also very, very transparently included a caveat that we are comfortable to go a little bit above 2.5x where we see a very compelling opportunity to invest capital and generate good returns, and where we see a good path to deleveraging. So that's very much the case with PrizePicks and the Novibet acquisitions. Business deleverages very, very quickly.

And I'd actually just also comment that as you could see on the slide in the presentation where we benchmark our leverage policy and leverage against the policies and the actual metrics for our peers, a number of them have been quite significantly above their targets for some time. So I'd say our adhering to our policy is exemplary compared with some of the other companies in the sector.

In terms of prioritization of dividends and M&A, the leverage target remains our target with the proviso that I mentioned. The dividend policy has an absolute minimum of EUR 1 a share like. So that is obviously, absolutely, we understand extremely, extremely important to our shareholders. And given the cash flow that the business generates in practice, we don't really see the size of the business and the size of the M&A that we might consider. We don't actually really see a situation where there is much potential contradiction between the 2 elements of the policy.

If you look at the size of the acquisitions that we've made historically, with the exception of PrizePicks, they will be in the sort of EUR 200 million and EUR 300 million range. So that's actually relatively small in absolute terms, if you compare it with the amount of dividends that we'll be paying under the EUR 1 basis. But then the moving parts in the capital allocation policy is not more leverage or lower dividend. It is higher special dividends or buybacks.

So that's why we give that flexibility and the policy in order to essentially allow us to allocate capital to shareholders where that's the -- where we think that's the value-creating option.

Robert, do you want you want to touch on Novibet and Betano?

I think on the -- because there was a question in the Greek market on the Novibet and Betano. Clearly, these are competitors in the Greek market, and we respect that. I think we know from other markets where, we, as Allwyn, even are fine with a dual-brand strategy or even competitive situation.

The Czech market is another example. We have Sazkabet as well as Betano competing openly against each other. And if there would not be a possibility to extract synergies from a Greek market because of these are competitors, so be it, because the Novibet acquisition has more value than just in the Greek market. For example, we do own the proprietary competitive sports betting technology. They could be deployed in other markets, not necessarily in Greece. So I think that would be my comment to it.

I can just also maybe sort of comment on the dividend flows from Betano, which, as you know, have been very, very substantial, including EUR 150 million in the third quarter.

The business -- Betano business has got no debt. It's got a, as we've been describing, amazing, very asset-light business model and amazing ability to enter new markets and become profitable very, very quickly.

So there's really very limited requirement to invest within the business in order to maintain the rate of growth that it's delivered historically. There's no doubt and actually, the business has just actually over EUR 1 billion of cash at the end of Q3. So there's just really no incentive for anybody to retain cash within the business.

The next question is from the line of Puri Karan with JPMorgan.

Two questions from my side, please. Just firstly, I just wanted to touch base on your long-term growth target. So you mentioned low double digit in 2027 onwards. From what I understand, 2027 should benefit from the annualization of PrizePicks, so basically implying that the organic growth trajectory is more like mid-single digit? Is that something -- is that how we should be thinking about organic growth?

That's not really correct. Actually, we expect PrizePicks will close in Q1, beginning of Q1. I think in the guidance, we've assumed that it will take place in Q1. So there may be some small annualization effect, but it's not going to be a material impact.

So in terms of the organic growth, we should model low double-digit organic growth at least for the next 2 years post that, '27, '28?

That's the medium-term target. We haven't specified what exactly medium term is, but I think, yes, that's absolutely correct.

Just wanted to check in terms of annualization, that's very clear. And the -- predict, I guess, though you haven't taken into account.

Apologies, Mr. Karan. I'm sorry to interrupt you. Can you please start your second question from the beginning again?

Sorry. My second question was basically on PrizePicks predict. Just wondering if you in terms of the investments that come with the new app launch, I guess, or the new product launch, anything to take into account in terms of upcoming investments or CapEx associated with this? I guess...

It's a good question. Thank you very much for asking. I know that some companies which have announced plans to enter prediction markets have announced some quite substantial investment numbers. Actually, we don't expect anything like that level of investment. The main reason being that PrizePicks is already present across the whole of the U.S. and then -- which means that they don't need to actually build a customer base in the States where the sports betting players don't currently operate as the sports betting guys do if they want to establish a global position.

And they also got very competitive customer acquisition costs, which reflects the kind of the quite interesting and differentiated marketing strategy focused on influencers and social and word of mouth, which has allowed them to grow the business on a very kind of cost-efficient basis. And they also have all the tech in-house and they're very nimble and I would say, efficient tech infrastructure, which will allow them to roll out the new features within the existing app very efficiently.

So as Robert mentioned, a number of other players will, I think partly for regulatory reasons and partly for technical reasons, be initially launching predictions in a separate app and PrizePicks don't have to do that, which is a big advantage from the customer experience perspective. It's also a big advantage from the cost perspective and from the marketing cost perspective, I should say.

The next question is from the line of Mantzavras Paris with Pantelakis Securities.

My question refers to -- I would like to get your comment on the latest PrizePicks financing that was completed during November. I was reading in Bloomberg that there is not enough demand from investors. So the banks, the underwriting banks had to step in to basically cover part of the offering. So the question is, does this have an impact on your funding costs and on your future, let's say, access to credit markets?

Yes, sure. We decided with the banks who are working on the deal with us the optimal strategy was to split the transaction into 2 tranches. So we -- when we launched the transaction, we were expecting to raise the entire amount in one market, and we decided that the optimal strategy was to split it into USD 1 billion institutional loans and $500 million in bank loans.

So we did this because it allowed us to achieve better pricing. So I don't think there's anything more to read into it than that. If you look at the trading of our other instruments, there's been no material impact on the trading of any of them.

Thank you. Ladies and gentlemen, we have no further questions in the queue, and that does conclude today's conference. I would like to thank you very much for joining today's call, and I wish you a good day and a good weekend. Thank you.

Thank you very much.

Thank you. Bye-bye.

Ladies and gentlemen, thank you for standing by. I am Geli, your Chorus Call operator. Welcome, and thank you for joining the OPAP S.A. conference call and live webcast question-and-answer session to discuss the third quarter 2025 financial results. Please note, a video presentation has been distributed and is also available on the OPAP Investor Relations website. [Operator Instructions] And the conference is being recorded.

At this time, I would like to turn the conference over to Mr. Jan Karas, Chairman and CEO of OPAP S.A.. Mr. Karas, you may now proceed.

Good evening or good morning to everyone. We are glad to welcome you here and present to you a strong set of Q3 2025 results, which reinforces our confidence in achieving full year 2025 outlook. I hope you have enjoyed the presentation distributed earlier today, and we would be glad to answer any questions related to our financial performance.

With regards to the hot topic of the proposed business combination with Allwyn, we would like to invite you all to participate to a combined Capital Markets Update this Friday, November 28, at 1:00 p.m. Athens time, where together, OPAP and Allwyn management teams will provide you with additional information regarding the proposed transaction and will answer all your questions.

Now let's proceed directly to the Q&A to make the discussion more engaging. Geli, over to you.

[Operator Instructions] The first question is from the line of Kourtesis, Iakovos with Piraeus Securities.

Congrats on the good set of results. What I would like to ask, as far as I understand, I cannot ask -- this call refers to your results, so I can ask only for OPAP, this I understand. If you have any update on the -- remember that you've said that on 7th of November, you submitted your proposal, your bid for the Hellenic Lotteries concession. If you have any update for us on this front, where is the whole procedure starting at the moment?

Second thing is that in the -- during the fourth quarter, do you plan to proceed with any actions that will enhance growth on GGR and will allow us -- allow you to stay above the 5% threshold for GGR growth for the full year, although your guidance calls for low single digit. That will be from my side.

Thank you for your questions. So on the Hellenic Lotteries licenses tender, first, and for anybody who may not be familiar, we are participating in the second phase of the tender process for the Greek state lotteries license, which we refer to here. And at this stage, we have submitted our binding financial offer. And we are currently awaiting the outcome of the evaluation, which is being conducted by the growth fund. So as soon as we have any news, we will certainly share with you through a public press release. But the first one actually announcing that the ball is now on the side of growth fund. And so the first announcement we should see is from growth fund that we will then follow ourselves.

When it comes to your second question, the Q4 obviously is, as always, full of various commercial actions that are supporting the maximum push for the best possible results on the annual basis. Fourth quarter, as always, is a very important period for us, and we believe that we have a solid set of commercial initiatives that should bring us to the year-end with the expectations that we referred to when it comes to our full year outlook. So we are certainly confident to deliver what we have promised to you.

[Operator Instructions] The next question is from the line of Nekrasov, Maksim with Citi.

Thank you for the presentation earlier. I have a couple of questions on your businesses. First is on the betting side. We saw a little bit of decline in the online betting. And I understand the base of last year, right, and some results we saw from the peers. But at the same time, as I understand, offline betting was slightly positive. So I was wondering what drives that difference, right, between online and offline betting performance.

And also, I think for at least a couple of quarters, we saw some improvements in the instant and passives and VLT GGR acceleration. So I wonder if there are any specific factors for those 2 businesses, basically acceleration in the last couple of quarters compared to the previous few quarters?

Let me elaborate on the first question. We will kindly ask you to rephrase your second one because we are not sure we understand. On your first question with the sports betting, we certainly have -- we like to believe that we a have very solid underlying trends, at least from what we see from the data as well as consumer feedback. So everything that needs to be in place is good, healthy, solid and strong and foreseeing further growth of this important gaming vertical, especially when it comes to online.

The Q3 was special indeed, and strongly influenced by customer favoring results, and that's probably what you have also commented observed across the industry in general. The difference between online and retail performance is driven by the different structure when it comes to pregame bets versus live bets, which obviously have higher sensitivity on that front.

On your second question, would you be so kind and rephrase one more time?

Yes. So -- yes, we saw improved performance of VLT and the Scratch in the like second and third quarter of '25, some acceleration compared to the previous a few quarters of bit softer performance. So I wonder what was driving that and whether you think this growth is sustainable for those businesses?

And maybe if I may just follow up on the first question, right? And maybe if you can comment on the competition levels in online, right, that you see in sports betting and also on the casino side.

Okay. So one by one. VLTs and Scratch performance as a result of our focus and commercial initiatives and development of the relevant verticals. Typical example, evolution of the Scratch games portfolio where we put a lot of emphasis on the families, and we want to establish a families of products that people understand better. So the whole offer is much more clearer than before to the customers and when you launch a new product in the family, you are, at the same time, bringing new freshness to the whole family as such with the new product. At the same time, we have launched some exciting new price categories, like the EUR 20 Scratch, which seems to resonate really well with the customers.

Similar on the VLT vertical side, innovation of the product offering, new machines, new screens, new experiences, new games, a lot of efforts put into events in our play stores and on the experiential side. So there is a series of initiatives. There's not one thing that made a big difference. It's really that consistency and managing properly the complexity of various initiatives that in total, bring the new energy to these 2 verticals that we are very pleased with when it comes to results. Both VLT and Scratch are businesses where we see further opportunities to be explored. And thus, these are certainly categories that we will continue to actively explore.

When it comes to sports betting competition, competition in the sports betting world has always been fierce, that continues to be. We have a lot of respect for our competition. And with both OPAP's own sports betting and casino proposition, we do our best to be competitive. Nice example might be the portfolio of exclusive games we are launching now in Q4 in iCasino. That should refresh the offering because exclusive games is something that customers are very hungry for. And the same goes for our subsidiaries, Stoiximan that is continuing very strong performance and good position to fight the competition in their grounds.

So overall, our dual brand strategy continues to be, we believe, a very successful formula for our presence in the competitive online world. Did we cover your questions or anything else you would like to ask?

No. It's been very clear. I think more questions this Friday regarding the deal.

The next question is from the line of Draziotis, Stamatios with Eurobank Equities.

Just a couple, if I may. Just firstly, on the outlook, given you've delivered quite healthy growth -- operating profit growth in the 9-month period. I was actually surprised that you've not been more specific regarding what you target for in terms of profitability for the full year. What is it that constrains you from doing that, would you say?

And the second question has to do with online, a follow-up, I guess, on the previous questions. You mentioned the tough comps and the results, which were headwinds this quarter. I'm just wondering what growth in online overall you think is sustainable now that some of the vertical are starting to mature. Thank you.

Yes. This is Pavel Mucha. So there is nothing which would constrain our outlook. And we are pleased with the performance so far. And it is true that we feel highly confident that upon a good final quarter, which typically is the case with strong Q4, we realistically expect to comfortably deliver the full year outlook. And also, we confirm our EBITDA margin of 35%. So we are quite comfortable that we will deliver the guidance as we provided it.

Okay. And on the second question regarding the sustainable growth, our expectations generally are mid- to high single digit to be specific.

[Operator Instructions] Ladies and gentlemen, there are no further questions at this time.

I will now turn the conference over to Mr. Karas for any closing comments. Thank you.

Thank you very much, and thank you all for being with us today and for your continuous interest in OPAP. Our Investor Relations team, as always, will be happy to address any additional questions you still might have after this call. And we will be very much looking forward to see you on the Friday session. You will find all the relevant invites in both OPAP and Allwyn websites.

Have a great rest of the day. Thank you.

Ladies and gentlemen, the conference has now concluded, and you may disconnect your telephone. Thank you for calling, and have a good afternoon.

Ladies and gentlemen, thank you for standing by. I am Gaily, your Chorus Call operator. Welcome, and thank you for joining the OPAP and Allwyn conference call and live webcast question-and-answer session to discuss the combination of OPAP and Allwyn announced this morning, creating a global lottery and gaming operator.

Please note, our presentation has been distributed and is also available on the OPAP Investor Relations website. [Operator Instructions] The conference is being recorded.

At this time, I would like to turn the conference over to Mr. Jan Karas, Chairman and CEO of OPAP S.A. Mr. Karas, you may now proceed.

Thank you very much. Good afternoon, everyone, and thank you for joining us today. I'm Jan Karas, Chairman and CEO of OPAP, and I'm very pleased to welcome you to this Q&A session in the context of the proposed combination of OPAP and Allwyn. Our full announcement presentation, including a recording of our announcement are available on our website for you.

I'm joined here in this Q&A session by my distinguished colleagues, Pavel Mucha, CFO of OPAP; Robert Chvatal, CEO of Allwyn; Ken Morton, CFO of Allwyn; Katarina Kohlmayer, Member of the Board of both Allwyn and OPAP and a representative of KKCG, Allwyn's controlling shareholder.

Before diving into the Q&A, we would like to summarize briefly how the transaction we announced earlier today creates a stronger, more resilient and more innovative business for the future. Every industry has defining moments, moments where scale, strategy and vision align to build a stronger and promising future. And this for us is one of those pivotal moments for OPAP and Allwyn, and we are very excited for what the future holds.

Together, we are not just executing a transaction, we are shaping the future of the gaming industry. And I'm pleased to say that the transaction we are introducing to you today has been unanimously recommended by the OPAP's Board of Directors, and the decision was driven by a number of reasons that I would like to share.

First, combining OPAP and Allwyn, we are bringing together 2 established leaders. One is deeply rooted domestically. The other one is a multinational innovator. Together, the 2 companies will become a global lottery and gaming champion. Starting with OPAP, the #1 lottery sports betting and iGaming company in Greece. As many of you know, we have deep roots in the local community, society and country. In addition to that, we have a successful track record on the ATHEX stock exchange, where we have generated significant value and returns for our shareholders over the years.

Turning to Allwyn, leading lottery operator across 7 markets with well-established positions in lottery, retail and online as well as in iGaming. It's also a significant shareholder in Betano, one of the largest and fastest-growing online sports betting and iGaming businesses globally. Betano is also the clear leader in Brazil, one of the most exciting and fast-growing gaming markets in the world.

And most recently, through the planned acquisition of PrizePicks in the U.S., Allwyn becomes the category leader in the high-growth daily fantasy sport market. Now looking at the combination itself. Together, OPAP and Allwyn will create a highly diversified platform with leading market positions, a platform with significant exposure to some of the most exciting growth markets in gaming, a platform with strong, high-quality cash flow generation and a platform that control its own faith and meets the demands of today's consumers through its in-house tech and best-in-class content.

The combination is also set to benefit from Allwyn's strategy of reinvesting cash flow in value-accretive M&As, an area where it has an excellent track record. Importantly, Allwyn has consistently paid large distributions to its shareholders over the years alongside its M&A strategy and the combined entity's dividend policy will include a continued commitment to substantial cash returns. So overall, the combination presents a highly attractive opportunity, delivering both income and growth for investors while establishing a global leader in gaming entertainment.

This brings us to what the proposed transaction means for OPAP shareholders going forward. This is a fundamental step change. It positions our shareholders to participate in the success of a global leader. The combined business will strengthen every key commercial lever that matters in today's gaming industry, scale, growth, digital leadership, proprietary technology and content and the platform and optionality to execute value-creative M&As. It positions us to compete more effectively, innovate faster and capture opportunities that were previously out of reach.

The combined business will also be much more diversified, increasing the levels of an optionality we have to grow and improving the quality and resilience of our cash flows. Furthermore, the new platform will operate as one under the Allwyn name and brand. OPAP will also adopt its identity in Greece, benefiting from a vibrant global brand that embodies innovation, entertainment and leadership in gaming.

The financial benefits are equally compelling. The transaction is double-digit accretive to both earnings, adjusted EPS and cash flow -- free cash flow per share from the first year post closing. Shareholders will also benefit from a base dividend that remains unchanged at EUR 1 per share with upside through special distributions or buybacks.

Importantly, this transaction provides exposure to a significantly higher growth and more diversified business and is no longer dependent on our GGR contribution prepayment, which means the dividend stream is of much higher quality and more resilient even after 2030 when the GGR contribution benefit would come to an end. This is about creating value today and building a stronger, more diversified future-ready OPAP for tomorrow, which is something we are all here excited about.

With that, let me now hand over to Katarina, who will provide you with more details about the transaction.

Thank you, Jan, and good afternoon, everyone. Let me start by saying that this is a really exciting moment for OPAP and Allwyn, one that I believe will define our continued future success and one that I'm proud to be presenting to you today. I'll start by outlining the structure of this transaction. As of today, Allwyn owns 52% of OPAP with the remaining 48% held by shareholders like you. As a part of this transaction, Allwyn will inject all of its gaming assets, excluding its stake in OPAP itself, into OPAP in an all-share transaction.

Post transaction, KKCG plus J&T Arch will hold 78.5% in the combined company, with the remaining 21.5% held by OPAP's public shareholders. Pro forma for the transaction, OPAP shareholders will own a significant stake in a much larger and more diversified business with exciting growth prospects and more resilient cash flow generation. The combined entity will be rebranded to Allwyn and importantly, will retain its ATHEX listing. Last but not least, our Greek roots and our long-standing commitment to country are reinforced by this transaction. OPAP's deeply rooted Greek heritage is and will remain a core strength of the combined group.

Now let me run through the key terms of the transaction. Post transaction, shareholders will continue to benefit from a clear dividend policy, a minimum EUR 1 annual dividend for each financial year, plus an EUR 0.80 dividend post closing, which effectively replaces what would have been OPAP's final dividend for 2025. The combined company will be led by the existing Allwyn management team.

Robert Chvatal will be CEO. Robert has been leading the group from the very beginning, initially as CEO of the Czech business, then as a group CEO leading the international expansion. Kenneth Morton will be CFO. The current OPAP management team will continue to lead the operations in Greece and Cyprus and our founder, Karel Komarek, will chair our Board of Directors, which will be comprised of 50% independent directors.

Through this transaction, we are transitioning Allwyn from a private company to a listed business. Therefore, we have opted to introduce a dual class share structure with ordinary and preference shares. Preferred shares carry negligible economic value but provide higher voting power and are expected to be held exclusively by KKCG. KKCG will handhold 85% of voting and 75% of economic rights. Why are we doing this? Our strategic goal is to grow Allwyn and maximize long-term shareholder value. The structure enables us to use equity for future growth whilst maintaining Karel's control and active stewardship of the business.

The headquarters of the combined group will be in Switzerland with our listing, as mentioned previously, remaining on ATHEX. Furthermore, we intend to pursue an additional listing on another leading international exchange.

And before giving the floor to the Q&A, I would like to invite Robert to make a few final remarks.

Thank you, Katarina. And to conclude, please allow me to summarize and reemphasize some of the key reasons why this transaction is very compelling. Since 2013, KKCG and Allwyn have accompanied and supported OPAP and transformed it into a modern Greek gaming champion, delivering strong returns to shareholders. We have also observed natural limits of one country focus, and this transaction will be the next stage on that journey. The proposed structure positions OPAP shareholders for success in a fast-paced and changing industry, thanks to Allwyn's scaled and differentiated platform, a platform of own tech stack, own content, additional competencies and financial power to compete and give back on a global scale. Our track record is more than proven.

OPAP shareholders will benefit from a unique combination of growth, geographical diversification, a broader product portfolio and steady cash remuneration. I have been part of OPAP and Allwyn's journeys from the very start. I'm a member of both Boards, and therefore, I would be truly thrilled to continue partnering with you as shareholders in the combined business.

On a very personal note, I have an enormous respect to our Greek team and Greece is remaining very important base for Allwyn with OPAP, Allwyn Lottery Solutions, Stoiximan/Betano as well as Novibet teams. And this marks the beginning of an exciting chapter, and we couldn't be more energized about the journey ahead. We value the trust that you have put in us as stewards of OPAP, and we're committed to continue to deliver on that trust with purpose, passion and performance. As mentioned at the outset, this is only a brief summary before diving into the live Q&A, and we encourage and invite you to review the full presentation on our website.

And with this, we will now open the floor to Q&A. Thank you very much.

[Operator Instructions] The first question is from the line of Young Ed with Morgan Stanley.

I've got 3 short ones, if I can. The first is on brand. Could you give more color on the decision to change the OPAP consumer brand to Allwyn? I know you've been advertising it, including on F1, but would love to hear what you think it gives you and whether we should expect this to be used as a consumer-facing brand more widely across the group over time. The second is on the listing. You made the commitment to Greece very clear.

You've also talked about pursuing additional listing on a leading international exchange, such as London or New York. What are the key considerations for you in that choice? And do you have any targets around, for instance, trading liquidity for the stock? And then finally, on digital, so scale and reinvestment is clearly a big part of the rationale for the deal. Can you talk through the steps we should expect you to take on the digital side as you harness that scale, particularly as you complete on Novibet and PrizePicks in addition to the wider group digital assets? And I guess embedded within that question is whether you think it will be strategically beneficial to own a majority stake in Kaizen in your view?

Thank you for the question. I will start with the first one regarding the brand. Yes, you have correctly noted that there is already a lot happening in Greece and proceeding all the way through to changing OPAP to Allwyn, for us, it's been a strategical decision that has been based on our need to stay connected with our customers in modern, relevant, attractive, innovative and meaningful ways while further upgrading our proposition to meet evolving expectations, especially when it comes to younger generation, but generally all of the customers. So it's part of the strategy, which is much broader than just rebranding. The rebranding is one of the vehicles for what we want to deliver. Now the choice of Allwyn, Allwyn is a modern, fresh and vibrant brand.

And we have, before making this decision, thoroughly explored its use in the Greek and Cypriot market. And not only based on the market research and analysis that have clearly shown the positive reception, but also very lately with all the activities that we are already doing in Greece, this certainly proves to be the right choice. If we take the international perspective, the rebranding also serves the Allwyn's broader ambition of becoming a B2C brand as well as its vision of being the leading gaming entertainment company in the world. So that's where it obviously helps as well to have the brand presence in Greece.

On the listing, then perhaps I'd start maybe by stepping back a little bit and explaining the value that we see from going public as Allwyn. Historically, we've been able to fund all our growth with cash flow and on the balance sheet. But we do see some significant financial and strategic benefits to being listed. And however, for those to play out, the listing needs to be a listing, which is liquid. So liquidity will absolutely be a key criteria when we consider which secondary venue we would look to pursue and making the OPAP stock more visible to a broader pool of investors is one of the major benefits that we see from a secondary listing.

Your last question regarding Kaizen. Well, Kaizen is a -- Kaizen Betano. It's a fantastic business. As you know, we own a minority stake. It is separately managed by its founders and the management team. So I think it has an independent path. So I think nothing is changing vis-a-vis us being a minority shareholder in a partnership with the other owners. But we do see a value in owning a sports betting platform, and that's, hence, why we are investing into Novibet. The transaction hasn't closed yet, but we are hopeful we will in early '26.

The next question comes from the line of Draziotis Stamatios with Eurobank Equities.

Well, I actually got a few points I'd like to cover. So maybe we could go step by step if that's okay. So firstly, just wondering about the preferred shares. Could you elaborate on the purpose of issuing preferred shares given that Allwyn would already hold well over 75% of the voting rights post transaction even without this provision, please?

Okay. Well, let me elaborate on that. As you correctly said, this is not about small minority shareholder gaining a control of the company through use of preference shares or double voting rights. It's really about already a majority shareholder keeping or having an instrument that will help to retain the control of the business that he is interested and committed to own and lead over the long term. So as already mentioned before, part of the big rationale for the transaction for us is to be able to use equity as a currency for future transactions.

And so we do not -- or Karel doesn't want to be limited in his ownership stake when it comes to a value-accretive, interesting transformational transaction. So it's really for him to be able to retain the control of the business and to actively lead the development of the group as he did thus far without having any limitations from this side.

May I just -- sorry to follow up on this. I mean, -- are you concerned about the governance read-through for the new structure? And maybe if I can rephrase, do you plan to implement maybe any additional safeguards or, I don't know, transparency mechanisms to ensure confidence among institutional investors who have traditionally supported OPAP for its governance and predictability?

Yes. I think that -- I mean, look, I think we've been controlling shareholder, Allwyn has been controlling shareholder of OPAP for a long period of time. So I think we intend to continue to govern as a controlling shareholder of the combined group without any changes from the past experience that the shareholders have had with us. So we plan to be the same kind of partner we've been thus far. We do not -- as far as safeguards, I'd say we are very transparent. Allwyn has issued a lot of public securities, has a number of bonds listed, very frequent disclosure, quarterly numbers published with regular conference calls, so when it comes to transparency. And last but not least, we will be expanding the Board of Allwyn. We'll be adding 2 more independent directors. So 50% of the combined group Board of Directors will be independent. So we hope a combination of these factors will give the investors the comfort they are looking for.

That's great. And my second question has to do with the dividend policy. you basically reaffirmed that this EUR 1 per share minimum dividend will stay in place from '26 onwards. Could you clarify what this corresponds to in euro terms? And also as a percentage of pro forma free cash flow, so I'm thinking about free cash flow cover here. And how should we think about the balance between dividends, deleveraging, reinvestment once the group is operating as a single entity, please?

Sure. Happy to take that. This is Ken Morton. In terms of the amount, the minimum dividend is simply EUR 1 per share. I don't know if that answer the first part of the question. In terms of cash flow coverage, we haven't provided specific cash flow guidance, although you can probably get to a good number based on the guidance that we've got in the presentation. I would note that the dividend is very well covered. We've drafted the dividend policy in the way that we have with a solid minimum dividend in line with OPAP's current base dividend in order to provide visibility to the market that the business will be generating significant amounts of cash and paying a significant amount of that out as distributions to shareholders. But we've also left flexibility to invest significant amounts of the cash that the business generates in growth where the opportunity arises. And where it doesn't arise, we've also specifically noted that we will consider special dividends and buybacks as a way of returning capital to shareholders.

So we intend to have an efficient balance sheet, a moderate level of leverage and to retain flexibility to invest in growing the business organically and primarily inorganically at the same time as providing a significant amount of cash to the shareholders in terms of the base dividend and potentially also special dividends and buybacks. There's a slide in the deck from this morning where we show that over the last 5, 6 years, we very consistently paid substantial dividends at the same time as investing a lot in M&A. The business generates a lot of cash, and that's a key strength of the story from our perspective.

Just to also follow up on this -- on your response. I've seen in the presentation, you mentioned somewhere that pro forma '26 cash conversion will stand near 90%. And I'm just wondering what is the track record for the Allwyn business, excluding OPAP in the last few years. So how has cash conversion been, again, excluding the contribution from OPAP?

Yes. So the metric that you mentioned is EBITDA minus CapEx, right? So obviously, we do have interest costs, we have taxes to pay and all those things which impact the free cash flow to equity. But we include this as a metric to give an indication of the low capital intensity of the business. If you look at our historic CapEx, you will see that in the Continental European business, which includes Czech Republic, Austria and Italy in addition to OPAP, CapEx has consistently been a few percent of revenues. So similar to capital intensity actually to what you see in OPAP, although maybe marginally less, in fact, given the absence of the retail platform in -- the less extensive retail platform in some of those markets.

The aggregate CapEx number has been impacted by some investment that we're making in the U.K. We took over the operations of the National Lottery in the U.K. a couple of years ago. And we've been making some fairly substantial investments in the business, primarily updating the central lottery system and other core gaming systems and also updating the POS infrastructure in the retail channel. And that's impacted the aggregate CapEx number that you would see if you look in our consolidated financials.

But in our MD&A and other disclosures going back over the last several years, you'll see that we report CapEx separately for each business and that it's typically an amount that's broadly in line with OPAP's CapEx intensity.

Great. And my final question has to do with the growth outlook. I mean I see you, you basically guide for mid-teens EBITDA CAGR. But I just noticed that excluding the pending acquisitions of PrizePicks and Novibet, the underlying organic growth is, as you say, in the mid-single digit. I'm just basically wondering about the organic growth potential of the business based on the current pro forma perimeter, i.e. without new M&A. So using current pro forma figures, assuming all transactions are completed. What is the organic growth profile of the business? And what is the organic CapEx envelope required to sustain this trajectory in the medium term, please?

Yes, certainly. So I would refer you to Page 31 of the presentation from this morning as well as the more detailed guidance. Starting on Page 31, you can see that we expect that the businesses that we consolidate currently will deliver higher EBITDA growth over '24 to '26 than OPAP and that will take the current perimeter of the business to a mid-single-digit EBITDA growth before any impact from M&A and also importantly, from any impact from Betano.

We report Betano as an equity method investee. This is one of the fastest growing, but also the largest sports betting and iGaming businesses globally. So the continued growth of that business will have a quite substantial impact on our growth trajectory going forward.

And then finally, on Page 31, again, you can see that the impact of announced M&A is expected to be around 10%. So we've indicated 9% to 11%, which takes the total growth of the company to mid-teens.

The next question is from the line of Kourtesis Iakovos with Piraeus Securities.

First question has to do with the completion of Novibet acquisition. I think that the combined entity would hold a quite large market share in terms of online betting online operations, online gaming. In Greece that would exceed 70%. Wouldn't this worry you in terms of competition committee approval? That would be my first question. Second question has to do with the preferred shares. As far as I understand, the preferred shares carry a coupon rate -- fixed coupon rate of 5%. Wouldn't you say that this represents a cash outflow that normally would go to -- or it could go to dividends for ordinary for common shareholders that will be...

Sorry apologies. So I will take the first question about Novibet. This is Robert Chvatal, Group CEO, and then Katarina would follow with the preferred shares. We announced the Novibet deal in the very end of 2024, and we assumed roughly 12 months completion for the closure. So where we are now is, especially in Greece, in a standard phase in the evaluation process, which is utilized in a customer role by any antitrust commissions or authorities internationally. And they collect information to examine the case and consider any sort of unique circumstances pertaining to this particular case. So we -- as you can imagine, we are cooperating closely with Hellenic regulator and antitrust commission and remain confident and committed to receive the antitrust clearance. So I would say this is was to be expected, and we hope to close that deal in a few months.

Yes. Okay. On the preference shares, I don't think this is something that you need to be concerned because of 2 reasons. One is the absolute amount of the value of the preference shares is very small compared to the overall size of the capital structure of the company. So would be very small coupon in terms of overall euro amount. And secondly, the way we will arrive at this 5% that was trying to make it very comparable and really lower than what is the dividend yield on the ordinary. So it should be a comparable compensation for equity ownership. And the preference shares will not have a right to a dividend. So preference will get the 5% interest, ordinary shares are getting a dividend and there is no more -- no additional compensation. But I think the most important is that the amount of prefs, it's less than 200 -- believe it's less than EUR 200 million from memory. So we are talking about a very small leakage overall.

So just to make it clear, the amount is based on the value of EUR 161 million is what you're saying?

Yes, yes.

So it will be 5% coupon rate on the EUR 161 million. That's what I understand.

Correct. You understand it correctly.

Your next question is from the line of Katsios Nestoras with Optima Bank.

So if you are kind enough to help me on the transaction market is, especially on the EPS after the merger. You mentioned that it's EPS accretive by double digit. If my calculations are correct, currently OPAP shareholders have an EPS of EUR 1.40 more or less. If my calculations are correct, the next -- the new entity will have an EPS of EUR 1.20. What -- please elaborate on this?

Sure. Happy to elaborate on that. I think it's important to note that the accretion metric that we quote in the press release is adjusted for the net income that is currently generated by the GGR tax prepayment, which obviously is going to come to an end in a few years. So we felt that, that is a sensible adjustment to make to give an indication of the underlying long-term EPS that's going to be generated by the business. And obviously, you also see looking forward, a significant impact from the different growth rates of the existing OPAP business and the combined Allwyn business, which results in increasing returns to shareholders in the next years and also in the medium term.

The next question is from the line of Pointon Russell with Edison Group.

I have 3, if that's okay. So I'll do them one by one. First question is going back to one of the previous questions about the pro forma guidance. It looks as though the pro forma guidance just implies no incremental growth beyond what is already known for the combined businesses plus M&A. So is it correct there are no revenue or cost synergies to come from the transaction? And if so, if not, why not?

Okay. Yes, happy to answer that. I mean, we haven't shown any synergies explicitly on the guidance slides in the presentation. This is a conservative view. The reality is that there are clearly revenue synergies. One of the reasons why we're so excited about this transaction in the long term is that the Allwyn Group platform brings a lot to OPAP in terms of technology, in terms of content, in terms of the brand as Jan was explaining previously.

On the cost side, we don't see any changes to the setup of the OPAP operations in Greece. So no changes to headcount. There are certainly some benefits to be captured through more efficient exploitation of economies of scale. We do this to a limited extent. But as one of the biggest companies in the gaming sector globally, we clearly have a lot of potential leverage over suppliers. And this is something that we do intend to focus on in the short and medium term, but none of that is reflected in the numbers that you see.

Okay. And kind of related to that, Slide 9 shows OPAP depends on third-party suppliers for tech and content, and it implies a shift to in-house capabilities under the new structure. So does that mean there will be a transition from a tech and content perspective within the combined group?

If I may comment, this is Jan speaking. So we -- this is not something that will be happening overnight. Overall, our strategical direction clearly is owning the tech stack and be as less independent on third parties as possible when it comes to core gaming and content delivery platforms. And alongside of that path, as we will be building those capabilities that already today, we are using in some jurisdictions, we will be adopting them in Greece in time and space of the future. Those plans are to be finalized and designed and it's a subset of our 2030 strategy, exploring those technology opportunities ahead of us.

If I can -- can I add to it also from the group perspective, in one sentence, Allwyn sort of journey 2030 could be summed up as one brand, one tech, one team almost. And when it comes to one tech, we clearly see potential to be sort of making rather than buying going forward. We have the business actually increase as well. I mentioned it in my closing remarks, I called Allwyn Lottery Solutions, which is developing a central lottery system which is developing a iLottery stack, which is developing content delivery platform.

We also mentioned some sort of vertical integration when it comes to IWG, Instant Win Games, which is in the business of [ e-scratches ]. So all of that, as Jan said, would be step-by-step evaluated so that if, a in the first place, gives commercial rationale. And then if the commercial rationale is there and clearly identified, then we could be more in the business of feasibility of technical deployment.

Great. And my last question is just on the regulatory. There's limited geographic overlap, but where do you think there would be greater regulatory issues to answer?

I'm sorry, I'm not sure we understand your questions. The transaction itself does not imply any regulatory issues whatsoever in the Greek market, but maybe that's not what you're asking.

Yes. No. I mean there's a slide which talks about completion in the second quarter next year, and it references regulatory clearance. So are there any countries outside Greece, where there would be issues. I assume not just to clarify.

No. So yes, it's a good question. As a highly regulated business, many things that we do require regulatory approvals, but we don't see any reasons why there should be any challenges here. None the assets change control as a result of this transaction, which is typically what the regulator is focused on.

The next question is from the line of Nekrasov Maksim with Citi.

I have a few questions. First is more of a follow-up to Greece and Cyprus and strategy there in terms of rebranding. And I was wondering if it's going to be applied to Stihima as well and whether we should expect additional investments and marketing related to the implementation of this unification with Allwyn. And also regarding the OPAP specifically, I was wondering when you were talking about the synergies and the technological aspect, what is particularly new that you were not able to realize currently, right before being effectively a part of the Allwyn Group?

And finally, it's a question related to the valuation and the valuation of Allwyn, excluding OPAP. I think it's implied about EUR 9 billion. I wonder what is the basis of that valuation and whether you can confirm what kind of multiple that implies if we exclude OPAP. As -- I get around 13% in EBITDA in the last 12 months, excluding OPAP. So yes, how did you come up with that valuation?

So if I may start, Jan speaking on the branding and rebranding. So we intend -- this is important clarification. We intend to rebrand OPAP to Allwyn as a consumer-facing brand. All the game brands remain untouched. So you will be seeing Allwyn on the facets of today's OPAP stores. You will be saying opap.gr changing to allwyn.gr and equally our digital assets being rebranded to Allwyn, but that is where the rebranding stops. We do not have any intentions now to be changing neither Stoiximan brand nor pamestoixima.gr, our online brand. All these will continue as you know them.

When it comes to branding and rebranding cost, there is some incremental cost related to rebranding when it comes especially to communication, both media as well as production. But it is something that is to a very large degree, contributed by Allwyn Group and not paid by OPAP locally as this is a group investment into our rebranding here locally. And very important is for the -- anything that where you see when it comes to communication OPAP today, you will see Allwyn or in the early days message OPAP is now Allwyn. And therefore, any commercial initiatives that we would be doing anyway will be used as a vehicle of communication of the rebranding. So overall, this is a single-digit -- low single-digit increment in our usual OpEx cost that we will see as OPAP in the next year.

Then the next question was what you can do, what you will be able to do, what you cannot do now? Obviously, we explore already today as a member of the Allwyn family many of the synergies. But it's one of those milestones where will take us here will not get us there as the class success. And there is much more that we need to explore going forward, especially when it comes to quickly adopting technologies, evolving in the digital space, adopting AI and in many of these disciplines, a scale and the brainpower that we have across the group is something that will be significantly beneficial for OPAP. And obviously, being 100% member of that family will give us a stronger position to leverage those benefits as well as be at the table of decision-making and prioritization for the benefit of the business locally. So we see a step change in what we have today for better and more intensified relationships across multiple disciplines of the local Opco versus group cooperation.

Okay. I will take the valuation question. It's Pavel Mucha, CFO of OPAP. So we valued Allwyn based on the 2026 estimated EBITDA adjusted related to the assets which will be contributed to the combined company. And the multiple which we used was in parity with OPAP's multiple when you adjusted for the temporary benefit of the GGR contribution, which is expiring in 2030. So it's pretty much valued at the parity with OPAP when we adjust for GGR contribution. We have seeked also fairness opinion, the Board of Directors was seeking fairness opinion from the Morgan Stanley. And also, we had second fairness opinion for Grant Thornton in their capacity of providing independent auditor report for the related party transaction under the Greek law because the whole transaction implementation agreement is related party and needs such opinion.

The next question is from the line of Blake Eric with Fitch Solutions.

I was wondering if you could just give me some kind of indication of how this is going to affect your plans to finance PrizePicks.

So I don't think it affects our strategy for financing that transaction at all. As we communicated previously, we'll fund that with a combination of new financing in the debt market and existing liquidity cash flow generation. And just looking at the time lines, we expect that the PrizePicks transaction closed before this transaction.

Okay. And so are you then planning on doing anything to streamline your debt stack?

And we've actually spent quite a lot of time this year already improving our capital stack. So we've refinanced all our near-term maturities. We've refinanced our bank loan at much better terms. We repaid some of our more expensive debt. So we don't have any immediate plans that we should communicate at this point.

There's not going to...

As a public company -- look as a public company, I guess you do see some credit benefits from it. That's certainly one of the benefits from this transaction. Obviously, we have quite a lot of debt which we can reprice or refinance. So we have a certain amount of fixed rate debt in our stack, but some of that is actually already callable. And we've got a significant proportion of bank debt and TLV, which can also be -- which can be refinanced, obviously, with great flexibility. So it's an option certainly potentially.

The next question is from the line of Mantzavras Paris with Pantelakis Securities.

Actually, 2 questions. The first one refers to the condition you have attached to this merger. Basically, that's no more than 5% of total shareholders of OPAP exercised their exit right. Isn't this a pretty tight criterion? And why have you attached this? And the second question refers to the change of domicile to Switzerland. And the question is whether this will have any impact on the dividend withholding tax for Greek investors. Actually, now it's a pretty preferential system of around 5% withholding tax rate. So is this going to change after the change of domicile?

Thank you for the question. So okay, yes, we put the condition quite relatively low, meaning that because we are interested -- we are interested very keen in the overall support of the shareholder base for this transaction. So for us, when we complete the transaction, we would like to have a healthy free float, and we would hope that the investors who are currently invested in OPAP will join and stay as investors in the combined company. So this is why we put this threshold at the 5%. And our hope is that the current size of the free float, even though it will be a smaller percentage of the total company, but in terms of absolute size will stay roughly as it is. So we hope to be successful in this.

Thank you for the question of the withholding tax. We -- so Allwyn is a Swiss domiciled company. So we want to keep this domiciliation as we are today. So that's why the combined will be in Switzerland, but listed on ATHEX. And as far as the dividend, we have part of the structure, and you see that the transactional structure is quite complicated. We have to go from Greece to Luxembourg and then Switzerland. But part of the overall structure, the goal is that we will have sufficient capital contribution reserves post the transaction that the investors for foreseeable future will not suffer Swiss withholding tax. So the dividends received by Greek investors should be received in the same way as they've been receiving today with the same treatment. At least they will not have a negative consequences of Swiss withholding tax.

The next question is from the line of Tzioukalia Fani with Euroxx Securities.

On my end as well, a couple of questions, please. First of all, what do you expect to be the total cash outflow at the group level for 2025 and '26? Basically, I'm referring, I think, on Page 39 of the presentation, you mentioned some one-offs of around EUR 270 million, a CapEx of EUR 280 million and other investing cash flow. So if we could have the consolidated cash outflows for 2025 and '26, just to make a distinction on these costs as well.

And secondly, I know it has been discussed a lot in the call, but it would be great if you could give more concrete guidance on the -- on what do you think is the benefit of this transaction to the OPAP business per se? And last but not least, you mentioned that you plan to use equity as a currency while also leaving room from own cash flow generation. So do you have a targeted free float in mind? And also, do you have any specific M&A opportunities in mind as well?

I'm happy to start with the question about the '25 and '26 outflows. I mean we've provided pretty granular detail on all the key items on the guidance slide. So beyond that, there really isn't anything to note. If you stack those up, you will get to the right number. We felt it was better to be more granular so that you can really understand what the moving parts are.

So you can confirm that following up on that -- sorry, just to confirm that we're talking about one-off cost of EUR 270 million, which refers to the technology transformation in the U.K. and then a CapEx outflow of EUR 280 million at a group level, I guess. And then CapEx outflow of EUR 285 million from LottoItalia and EUR 201 million for Stoiximan minorities.

Yes, the final item is the potentially a couple of tens of millions of earn-outs for the IWG acquisition, which is a bolt-on acquisition that we made a couple of years ago, has performed very well. So there's a small earn-out payment there as well.

Okay. Okay. And to the second question, as I said, maybe it was a bit more of a highlighted, the business is the benefit that you see for OPAP business per se from this transaction. I guess it's the technological advances that you mentioned that I guess weren't there beforehand and...

It's -- so I will try to be more specific. There are several dimensions. Robert was referring to this also earlier. So it's one brand, one tech, one team. Starting from the people, we have a great know-how across the group and expertise that not only is in people's heads, but comes from all the heritage and experience that people built over the years across multiple jurisdictions, multiple countries, multiple regulatory environments, et cetera. So that sets us with a great, let's say, a brain power experience that can be very well leveraged across the group and being 100% integral part of it, like the other businesses of Allwyn sets us even closer to this.

Second being the one tech, we have covered several times. But to give you a practical example, right now, in Q4 already, we will be leveraging the content house of Allwyn for bringing some very exclusive games to the Greek customers that we wouldn't be able to offer in such a short time to the extent that we will be doing, and there is more of things like that coming in the future, again, developed once and quickly brought to market locally. So it's on the tech side.

The customer propositions equally very important, building the portfolio of attractive games that are something that our customers appreciate and bringing innovations in what we offer to them is again something that we leverage not only from a best practices exchange and the brain power I was referring to before, but also from practical solutions.

So for example, now, we are cooking for next Christmas, a special scratch that will be combining the digital experience with the classic paper experience into quite an innovative product that we haven't seen before and that we would most likely not be able to launch on our own, a result of a cross-group cooperation and brought to market much earlier than what we would be able to do on our own.

In particular a specific agenda that I think will be significant -- will bring significant change to our business is the -- as much as many other businesses is the adoption of AI, and I've been referring to that earlier, adoption of AI for us is going to be happening across multiple disciplines, ranging from customer solutions themselves all the way through platforms and the tools we are using to deliver the customer solutions as well as our own internal productivity and capabilities, for example, in the communication creativity or software development.

Again, adopting AI, finding the right solutions, training people, embracing this faster is something that doing as OPAP will be much more difficult for us than being an integral part of the group and its work in operations that we will be able to benefit when exploring this new opportunities. So I hope that helped to bring you some more perspective as to where these benefits will be coming from. We are already today excited about what's coming.

Thank you. I'm happy to take the other 2 questions. I think was about the target...

One more. Basically, just to remind, it was -- you mentioned that you plan to use equity as a currency going forward. And you also have room to your own cash flow generation by reiterating the dividend policy as it is. So I'm wondering, do you have any targeted free float in mind going forward post the dual listing? And second, do you have any specific M&A opportunities in mind as well?

Yes, sure. So maybe a couple of points to highlight. First of all, the secondary listing wouldn't as currently envisioned involve any additional equity issuance, right? So just to be clear, the base case -- sorry, I should say, our expectation is that after this transaction, OPAP will have approximately the same free float that it does now in number of share terms. Hopefully, some valuation upside, but the existing OPAP public shareholders will have the shares in a new entity that they currently hold in OPAP.

As we mentioned earlier in response to another question about the secondary listing, we see the strategic flexibility and financial flexibility that we get out of this transaction as being dependent on the stock being liquid. So I wouldn't say that we target any particular free float, but we do absolutely target ensuring that the stock will continue to be listed, that it will continue to be covered by analysts and hopefully, both liquidity coverage, investor interest will increase as a result of this transaction.

As regards to specific M&A targets, we can't disclose anything beyond what we've already disclosed around the pending PrizePicks and Novibet transactions. In terms of kind of things that we've done historically, I think if you look in the presentation that was published this morning, Slide 17, you can see that we consistently made acquisitions, a combination of bolt-ons and slightly larger transactions. The most recently announced PrizePicks deal is one of our larger deals. It's about 20% of our pro forma EBITDA. So sort of a meaningful deal, but certainly not betting the house on something risky. And I think that you can expect to see our strategy in terms of inorganic growth continuing broadly as it has very successfully for the last 10 years. Does that answer the question?

Yes, yes. And one last question from my side. So where do you see the cash flow conversion for 2026 and '27?

Slightly similar answer to the previous question, it's the outputs of the various items that we've highlighted on the guidance side. We haven't provided a specific number, but hopefully, the guidance is granular enough that you will see that you'll be able to calculate a number quite actually.

The next question is from the line of Kourtesis Iakovos with Piraeus Securities.

Just to confirm, your primary listing will remain in Athens Stock Exchange and you seek an additional listing, but as a secondary listing in London or New York, correct?

Yes, absolutely correct.

Okay. So no thoughts about the primary listing in ATHEX. That's what I wanted to confirm.

The next question is a follow-up question from the line of Draziotis Stamatios with EuroBank Equities.

My question is what happens in '26 because it's just becoming hard to know exactly what they are doing. Sorry, this is what I mean to [indiscernible] I think that's the key issue with Jumbo.

I'm sorry, I think the gentleman is not asking a question.

One second, please. Mr. Draziotis, can you hear us?

He is not talking to us, I'm afraid.

Okay. I'm removing him. The next question is from the line of Katsios Nestoras with Optima Bank.

Again, a quick question on the cost of debt -- the existing cost of debt of following. Is it at the area of 6% to 7%, if you could confirm that.

That's not correct. I mean our most recent bond transaction, which was just a couple of months ago was issued at 4.125% -- we -- sorry, I should mention that we do have some older instruments in the structure, which will remain in place for a period. But the most recent financings that we've done have been that kind of level. We also did a debut in the U.S. dollar market at a margin of 200, which is kind of approximately equivalent to the 4.125%, which I mentioned for our most recent bond transaction.

[Operator Instructions] Ladies and gentlemen, there are no further questions at this time. I will now turn the conference over to Mr. Karas for any closing comments. Thank you.

Thank you very much. Thank you all very much for your questions for being with us today. And as always, our IR teams are here for you to follow up with you and any questions that come to your mind later. Have a beautiful rest of the day. Bye.

Ladies and gentlemen, the conference has now concluded, and you may disconnect your telephone. Thank you for calling, and have a pleasant afternoon.

Good morning, everyone, and thank you for joining us today. I'm Jan Karas, Chairman and CEO of OPAP, and I'm very pleased to welcome you to this important presentation regarding the proposed combination of OPAP and Allwyn.

I'm joined today by a distinguished group of colleagues, Pavel Mucha, CFO of OPAP; Robert Chvatal, CEO of Allwyn; Ken Morton, CFO of Allwyn; and Katarina Kohlmayer, member of the Board of both Allwyn and OPAP and a representative of KKCG, Allwyn's controlling shareholder.

Together, we represent the leadership team that will guide the post-acquisition group forward. Each of us will share a perspective on how this combination creates a stronger, more resilient and more innovative business for the future. Every industry has defining moments, moments where scale, strategy and vision aligned to build a stronger and promising future. This is one of those pivotal moments for OPAP and Allwyn, and we are excited for what the future holds. Together, we are not just executing a transaction, we are reshaping the future of the gaming industry.

I'm pleased to say that the transaction we are introducing to you today has been unanimously recommended by the OPAP's Board of Directors, and this decision was driven by a number of reasons.

First, by combining OPAP and Allwyn, we are bringing together two established leaders. One is deeply rooted domestically. The other is a multinational innovator. Together, the two companies will become a global lottery and gaming champion.

Starting with OPAP, the #1 lottery sports betting and iGaming company in Greece. As many of you know, we have deep roots in the local community, society, and country. In addition, we have a successful track record on the Athens Stock Exchange, where we have generated significant value and returns for our shareholders over the years.

Now turning to Allwyn. Allwyn is the leading lottery operator across seven markets with well-established positions in lottery, retail and online as well as in iGaming. It's also a significant shareholder in Betano, one of the largest and fastest-growing online sports betting and iGaming businesses globally.

Betano is also the clear leader in Brazil, one of the most exciting and fast-growing markets in the world. And most recently, through the planned acquisition of PrizePicks in the U.S., Allwyn will become the category leader in the high-growth Daily Fantasy Sports market.

Now looking at the combination itself. Together, OPAP and Allwyn will create a highly diversified platform with leading market positions, a platform with significant exposure to some of the most exciting growth markets in gaming, a platform with strong high-quality cash flow generation and a platform that can control its own faith and meet the demands of today's consumers through its in-house tech and best-in-class content.

The combination is also set to benefit from Allwyn's strategy of reinvesting cash flow in value-accretive M&As, an area where it has an excellent track record. Importantly, Allwyn has consistently paid large distributions to its shareholders over the years alongside its M&A strategy and the combined entity's dividend policy will include a continued commitment to substantial cash returns.

So overall, the combination presents a highly attractive opportunity, delivering both income and growth for investors, while establishing a global leader in gaming entertainment.

Of course, OPAP and Allwyn are no strangers. Our partnership goes back more than a decade and the results speak for themselves. Under Allwyn's stewardship, OPAP has massively outperformed the ATHEX, delivering more than 500% TSR since Allwyn and KKCG, first invested in 2013.

Over the past few years, OPAP's EBITDA has been driven by three factors: the resilience of the legacy retail operations, which provide the foundation of our cash flows and which we have been able to maintain. The successful dual brand strategy in the online market, and a large benefit from the GGR contribution prepayment, which has increased our EBITDA by around EUR 235 million each year since 2020 and has also been an important contributor to our cash flow. These payments were a meaningful element of our growth and allowed us to maintain a higher level of dividends that would otherwise be impossible. They will turn from a tailwind to a headwind when the GGR contribution prepayment comes to an end in 2030.

Going forward, there are only limited opportunities to replace this source of value. And this brings me to the broader industry context and another reason why this transaction is so important for OPAP and its shareholders. The lottery and gaming industry is transforming at an accelerating pace and with that opportunities are coming for those positioned for success and big challenges for those relying on legacy models.

So what are these industry challenges? And why is this transaction so compelling right now? First, customer expectations are continually evolving and are set by best-in-class entertainment offerings from outside gaming, for example, streaming and social media. These offerings layer social features, fun and personalization into a seamless journey, which all customers have come to expect. The pace of change is such that what is best-in-class today will no longer be best-in-class tomorrow.

Second, keeping up with these expectations requires differentiated content and the best technology, including the adoption of the latest advancements in AI. The right technology accelerates innovation, decreases time to market and enables operators to offer the best products.

But here is the reality. To make the necessary investment in tech, scale is now a prerequisite. Scale allows companies to efficiently invest in the required capabilities needed to meet customer expectations. In today's environment, scale isn't a nice to have. It's a must-have for staying competitive.

Overall, the ever-changing gaming market is being redefined by three forces: digital content, innovation and increasing returns to scale. Looking forward, a global leader with a breadth of products, a wide geographic footprint and high-quality proprietary content, technology, and digital capabilities is uniquely positioned to capture all these opportunities.

This brings us to what the proposed transaction means for OPAP shareholders going forward. This is a fundamental step change. It positions us to compete more effectively, innovate faster and capture opportunities that were previously out of reach. The combined business will also be much more diversified, increasing the levers and optionality we have to grow and improving the quality and resilience of our cash flows. Furthermore, the new platform will operate as one under the Allwyn name and brand. OPAP will also adopt this identity in Greece, benefiting from a vibrant global brand that embodies innovation, entertainment and leadership in gaming.

The financial benefits are equally compelling. Shareholders will benefit from double-digit accretion and a base dividend that remains unchanged at EUR 1 per share with upside through special distributions or buybacks. And importantly, this transaction provides exposure to a significantly higher growth and more diversified business.

This is about creating value today and building a stronger, more diversified future-ready OPAP for tomorrow, which is something we are all excited about.

With that, let me now hand over to Katarina, who will provide you with more details about the transaction.

Thank you, Jan, and good morning, everyone. Let me start by saying that this is a really exciting moment for OPAP and Allwyn, one that I believe will define our continued future success and one that I'm proud to be presenting to you today.

I'll start by outlining the structure of this transaction. As of today, Allwyn owns 52% of OPAP with the remaining 48% held by shareholders like you. As a part of this transaction, Allwyn will inject all its gaming assets, excluding its stake in OPAP itself into OPAP in an all-share combination. Post transaction, KKCG plus J&T Arch will hold 78.5% in the combined company with remaining 21.5% held by OPAP's public shareholders.

Pro forma for the transaction, OPAP shareholders will own a significant share in a much larger and more diversified business with significant growth prospects and more resilient cash flow generation. The combined entity will be re-branding to Allwyn and importantly, will retain its listing on ATHEX.

You may ask why Allwyn and KKCG are so excited about this transaction. The benefits are clear. First of all, as Allwyn has reached a critical stage of its development in terms of scale, visibility and reach, becoming a public company is the next natural step. A public listing will provide us with access to equity capital markets for future growth, and we elevate the profile of our combined platform.

Secondly, OPAP and Allwyn know each other very well. As a public shareholder in OPAP, you will appreciate the long-standing partnership and value creation manifested in OPAP's impressive share price performance and dividends paid under Allwyn's stewardship. Strengthening this bond further is our preferred route to public listing as we see no better way to achieve this than alongside our trusted partner.

Thirdly, the transaction streamlines group structure, maximizes alignment of interest with OPAP shareholders and simplifies governance. Therefore, we at Allwyn are excited for the public shareholders in OPAP to be part of the combined company and benefit from its future growth and sustainable cash flow generation.

Let me run through the key terms of the transaction. Post transaction, shareholders will continue to benefit from a clear dividend policy, a minimum EUR 1 annual dividend for each financial year plus an EUR 0.80 special dividend post closing, which effectively replaces what would have been OPAP's final dividend for '25.

The combined company will be led by existing Allwyn management team. Robert Chvatal will be CEO. Robert has been leading the group from the very beginning, initially as the CEO of the Czech business, then as a group CEO leading the international expansion.

Kenneth Morton will be CFO. The current OPAP management team will continue to lead the operations in Greece and Cyprus and our founder, Karel Komarek, will chair our Board of Directors, which will be comprised of 50% independent directors. Through this transaction, we are transitioning Allwyn from a private company to a listed business. Therefore, we have opted to introduce a dual class share structure with ordinary and preference shares.

Preference shares have a higher voting rights and negligible economic value attached to them and will be issued exclusively to KKCG. KKCG will hence hold 85% of the voting and 75% of the economic rights. Why are we doing this? Our strategic goal is to grow Allwyn and maximize long-term shareholder value. This structure enable us to use equity for future growth, while maintaining Karel's control and active stewardship of the business.

The headquarters of the combined group will be in Switzerland with our listing, as mentioned previously, remaining on ATHEX. Furthermore, we intend to pursue an additional listing on another leading international exchange.

I'd like to spend a brief moment on the anticipated transaction time line. First, the transaction is subject to OPAP shareholder approval with support required from 2/3 of the participants at the EGM, which is expected towards end of this year or early next year.

Second, the completion is anticipated in Q2 '26, subject to regulatory clearances and customary closing conditions. I would like to end with some thoughts on the importance that Greece carries for us and the commitment to Greece we will continue to have. If you step back in time, we have invested in Greece in 2013 at a time when only a few people had agreed on the radar to deploy capital. We were among the first and our conviction remains.

OPAP's deeply rooted great heritage is and will remain a core strength of the combined group. We at Allwyn recognize and truly value the amount of the amazing gaming industry talent and innovation, which emerges out of Greece. Outside of OPAP, Allwyn is invested in three other companies in Greece: Allwyn Lottery Solutions, Novibet, and Betano, which employ an additional 2,500 people in Greece. Ensuring these jobs are safeguarded and investments are protected is critical for us.

Therefore, it is paramount that this transaction preserves OPAP's Greek DNA, which goes beyond purely doing business in Greece, but positively impacts the community. The transaction reinforces our deep commitment to CSR and our local communities as demonstrated through initiatives such as the renovation of two children's hospitals in Athens and OPAP in the neighborhood, which provides free medical checkups across Greece. We are very proud of these projects and have a concrete plans for further additional ones.

With this, let me now hand over to Robert, who will provide you with more insights into Allwyn.

Thank you, Katarina, and hello, everyone. I'm pleased to introduce Allwyn to those who may be less familiar with the company and to provide a recap for those who already know us. We are the leading multinational lottery and gaming operator, and we operate lotteries in every European country where they are privately operated with the exception of France and Ireland.

We are also present in the United States, where we operate the Illinois State Lottery and provide online instant win games known as eInstant to multiple lotteries across U.S. and Canada. We are further expanding our presence in North America through the recently announced acquisition of PrizePicks, the category leader in daily fantasy sports. This acquisition gives us a leadership position in a very exciting and high-growth vertical.

Turning to sports betting and iGaming. We have established complementary operations across a number of our lottery markets. And through our interest in Betano, we benefit from multiple market leadership positions across Europe and Latin America and a differentiated platform for growth. Importantly, we own technology in core parts of the tech stack and best-in-class content, giving us greater control over our products.

Financially, we are a substantial business in the last 12 months to June 2025, pro forma for the announced acquisitions of PrizePicks and Novibet, we generated EUR 1.9 billion of EBITDA. And I would also highlight that we benefit from high margins and very strong cash flow generation.

Over the last decade, Allwyn has transformed. We started as a single market domestic operation in the Czech Republic. And today, we are a diversified multinational operator. We achieved this growth by winning competitive tenders as well as through disciplined M&A. And importantly, it has all been entirely self-funded without any external equity raised.

I joined the group at the very beginning of this journey in 2013, running the Czech operations from which we built Allwyn. And I'm very proud of what we have achieved and as you will hear, I'm very excited about what the future holds. Our footprint now spans both Europe and North America, benefiting from significant scale and diversification.

In the middle of the page, you see that in the last few years, we have strengthened our platforms through targeted bolt-on acquisitions in key areas of the tech stack and content. These investments are critical for sustaining innovation and product differentiation, which are strategically important in gaming sector today and going forward.

Subject to obtaining the required approvals, the pending acquisitions of PrizePicks and Novibet are particularly exciting for us. Beyond very strong positions in their respective markets, both companies also operate differentiated proprietary technology that expands our capabilities.

And finally, I'll move to Betano, one of the largest and fastest-growing online sports betting and iGaming businesses globally. Betano's rapid expansion has been enabled by its fantastic platform, which is almost unique in the gaming sector. Betano owns a best-in-class tech stack and operates a single brand globally.

Next, a few words about our strategy, which is fundamentally the strategy that we have consistently pursued since the formation of Allwyn and which has driven the great financial and strategic performance that Ken will talk about in a few slides.

I would also start with organic growth. We constantly seek to accelerate the pace of organic growth through targeted initiatives across both retail and digital channels, product innovations as well as tech platform deployments, always maintaining our customer focus. Additionally, we are known for operational efficiency. It is part of our culture. We benefit from scale as one of the largest companies in the industry.

On the next, I will mention a few words about inorganic growth, which has contributed to our diversification and scale through new market entries and complementary acquisitions in technology and content. And last but not least, ESG is deeply embedded in our operations, in particular, with regards to responsible gaming. This is a must in our industry.

So, while our overarching strategy has remained largely consistent, we have increased our focus on technology and content. This shift is evident in our recent M&A transactions, our continued investment in in-house capabilities as well as new initiatives such as AI, which are key to accelerating innovation and further differentiating our product to continue to deliver a best-in-class customer proposition. We have equally invested into the Allwyn brand. As Betano has demonstrated, a single global brand has benefits in terms of cost, new market entries and our stakeholder positioning.

So in summary, we pursue a One Tech, One Brand and One Team strategy, remaining firmly centered around one clear purpose, making play better for all.

A few words on our founder. Our founder, Karel Komarek, who is a highly successful and visionary entrepreneur, is involved in setting the vision and strategy. He understands the key shifts impacting the gaming industry and the need to be able to respond to these shifts faster than most in the industry. He really enjoys growing and building successful businesses.

On top of that, Karel brings his wealth of experience, entrepreneurial savvy and a broad network of relationships with global leaders from the worlds of both business and government. And going forward, he will remain the controlling shareholder, Chair of the Board, and be actively involved in driving Allwyn's growth, and that's a great thing to have.

Because for me personally, as I have been working with him for 13 years, it's just a privilege to be part of his team as he puts a lot of emphasis on teamwork, and that resonates with how I try to manage the business.

I will now hand over to Ken, who will provide you with an overview of our outstanding financial track record and what it allows us to do.

Thank you very much, Robert, and good morning, everybody. I'm very pleased to be able to start with one of my favorite slides, which shows some of our key P&L metrics and cash flow metrics going back to 2019, which is the last year, of course, before COVID.

As you can see, the trend on all the charts is very nice with our revenue, our adjusted EBITDA and our EBITDA minus CapEx, all growing at a compound rate of about 20% per year, and that's excluding the impact of the PrizePicks and Novibet acquisitions.

Obviously, when you compound over a long period at a high rate, you get some very impressive growth in absolute terms. And the business is now a multiple of the size that it was just a few years ago, pretty much any metric that you look at. Finally, just to note that the slightly lower growth in EBITDA minus CapEx last year reflects a peak in CapEx as we've been investing in a major transformation of the National Lottery in the U.K. at the start of a new license.

The next slide summarizes how our strategy, which Robert has just been talking through has driven our growth. It shows pro rata EBITDA, EBITDA net economic interest in each business, which allows us to split out the contribution of organic and inorganic factors without any noise from acquisition accounting. For reference, there's a reconciliation to our reported numbers in the appendix.

The organic contribution is the light green floating bar, and that is essentially like-for-like growth in the businesses that we owned at the beginning of each year. And the inorganic contribution is the light blue floating bar to the right. And you can see that we've very consistently had a nice contribution from each of those strategies each year. We're really proud of our track record with both organic and inorganic growth and the fact that we're able to consistently grow through both levers is a big strength of our platform.

On the next slide, our cash flow is another key strength of the platform. And you can see that it has allowed us to invest significant amounts in M&A at the same time as making very substantial distributions to shareholders and deleveraging. We've invested over EUR 2.5 billion in M&A since 2019, and that, again, is excluding the investment in PrizePicks and Novibet. At the same time as paying EUR 1.7 billion of dividends to KKCG and deleveraging, that was all achieved for avoidance of doubt without any additional equity financing or using our organic cash flows and our balance sheet.

I'd also mention that our cash flow is very nicely diversified and therefore, very resilient. All our material businesses are very substantially cash flow positive, and that includes even the fastest-growing businesses like Betano and PrizePicks.

To summarize, from a financial perspective, Allwyn is just a phenomenal business. There are really very few businesses in any sector which have the combination of scale, the rapid growth of diversification, high margins, strategic optionality and cash flow generation that we have.

The next slide is an overview of the four key geographic markets in which we operate and which we'll be using as the framework for our reporting going forward. I'll walk through these in more detail on the following slides, starting with Continental Europe.

Our Continental European business comprises market-leading positions in lottery across Europe as well as complementary scaled sports betting and iGaming operations in most of those lottery markets. As you can see in the pie chart on the bottom right, lottery is the biggest product, but iGaming and sports betting are also large, high-quality businesses in their own right. It's a substantial business, generating EUR 1.3 billion of EBITDA in the last 12 months. And it's a business where we've been active for the longest. And we're very proud that we've been able to deliver steady compounding growth over a long period.

Just to highlight one data point, NGR grew at a CAGR of 7% between 2022 and 2024. It's also a nicely profitable and cash flow generative business with EBITDA margins in the low to mid-40s and very limited CapEx. Our growth over the last several years has been primarily driven by digital, and we do expect that, that will continue to be the case. So, our strategy is focused on offering a really compelling consumer proposition in the online channel. It's focused on continued momentum in innovation and also leveraging the benefits of our own technology and content. The 1/3 approximately online share of revenues is, therefore, growing steadily. And at the same time, the retail channel is extremely resilient at the slide with data points, which bear that out in the appendix.

North America has been a strategic focus for Allwyn for quite a number of years as we focus on the biggest growth opportunities in the casual gaming entertainment sector. It's a very large market, and it's also importantly for us, the market where some of the most exciting innovations in gaming are taking place, and that's especially the case in the online channel.

We're the #1 provider of e-Instants or e-scratch for state lotteries in the U.S. through our business, Instant Win Gaming. This is a great business in its own right, and also it has some interesting synergies with our other operations. We're also the private manager of the Illinois Lottery, which is one of only three lotteries in the U.S. that run under private management agreements. And our recent agreement to acquire PrizePicks, which is the category leader in Daily Fantasy Sports, really solidifies our position in North America, adding another very significant market-leading position in a really large and exciting product market.

PrizePicks is a great business. It's high growth, it's cash flow generative, and it's got a management team that is really focused on constant innovation of its product. That's been one of the factors that's driven the very strong growth that, that business has delivered over the last several years. And the ethos is a really great fit with the way that we think of Allwyn and that's one of the reasons why we're so excited about the acquisition.

So to summarize with regards to North America. We are confident that we're going to be able to continue to drive further strong growth across our products in the U.S., and this is a market where we see a lot of opportunity. In the U.K., we're the exclusive licensed operator of the U.K. National Lottery. We're at a relatively early stage of our operations in the U.K. and our current focus is on upgrading the legacy tech infrastructure that's been a constraint on innovation for quite some time. The U.K. is one of the biggest lotteries in Europe.

But if you look at penetration of the population, if you look at ARPU, if you look at the game portfolio, if you look at underlying financial trends over a long period and compare those with our Continental European markets or with other big European lotteries, you can see that there's a lot of potential to improve performance across a whole range of parameters. The tech transformation is still work in progress, but we're very pleased that we've already begun to see some nice trends in financial performance and also some of the operational metrics that we focus on over the last few quarters. And we expect that our investments and the commercial initiatives that we've got planned are going to continue to drive top line growth, higher earnings and higher cash flow over the medium term.

Betano, in which we own a 37% interest is one of the largest and fastest-growing online sports betting and iGaming platforms globally. And at the same time, is delivering very strong top line growth. It's also very profitable and cash flow generative.

LTM EBITDA was over EUR 850 million, and that comes after several years of very strong top line trends. As you can see, NGR grew at a CAGR of over 80% between '22 and '24. Betano has got a strong and very diversified presence across multiple regulated markets in Europe and LatAm. And I'd highlight in particular that Betano is a clear leader in Brazil, which is one of the most exciting opportunities in gaming globally. The growth and profitability that Betano has consistently been able to deliver reflects, to a large extent, a very highly differentiated platform as well as a great management team.

Firstly, the team is really focused on delivering a best-in-class customer experience, and they're supported in that by having a fully owned integrated tech stack. In addition, they're one of only very few global gaming companies that operate under a single brand everywhere where they're present. Combined with the very large scale of the business, that's allowed Betano to operate a quite differentiated marketing strategy with a focus on the largest global teams and events. That drives efficiencies in marketing costs, and it also provides very significant brand awareness ahead of entries into new markets. That combination of a single brand and a single best-in-class tech stack gives Betano some pretty significant competitive advantages in existing markets and also provides us with a great platform to enter new geographies.

As you saw in one of the slides earlier, which Robert presented, Betano has been very successful at expanding its footprint into new markets over the last several years. With the increasing returns to scale and importance of technology, which Jan was describing at the start of the presentation, Betano is clearly very well placed to continue to thrive.

With that, I'll hand back to Jan to present you the merits of the proposed transaction in more detail.

Thank you, Ken. It's clear that the combination of OPAP and Allwyn, which creates a leading global lottery and gaming operator is attractive both strategically and financially for our investors.

In the next few slides, we'll walk you through six defining factors that really tell the full story of this transaction: scale, growth, digitalization, diversification, earnings and cash flow accretion and shareholder remuneration.

Turning first to scale. The combination will create one of the largest listed lottery and gaming players globally from top 5 to second largest listed operator by EBITDA. But this isn't just about being bigger. Scale means a larger future-proof platform, more investments in technology and product innovation, a more diversified offering and faster innovation for customers. In other words, scale is not simply size, it's the enabler of competitiveness, innovation and growth.

Speaking about growth, the transaction delivers a significant growth acceleration for OPAP shareholders, EBITDA growth rising from low single digit on an organic basis today. This level of organic growth will be further enhanced by Allwyn's inorganic growth strategy, which is very evident when taking account of the PrizePicks and Novibet acquisitions in the near term. This kind of growth acceleration would not be achievable by OPAP on its own.

Moving on to digitalization, a driving force for business growth and the upgrade of customer experience. Allwyn brings strong digital expertise with proprietary technology and the ecosystem around it. Having control over core technologies, Allwyn can innovate faster and then deliver at a pace that meets customer expectations. As I mentioned previously, these are now increasingly set not by gaming operators, but by the best-in-class global entertainment and social media products.

Next, Allwyn's best-in-class proprietary content enables the delivery of a pipeline of fresh, locally relevant, high-performing and important unique games, which drive customer engagement and retention.

Finally, AI is a key engine of future growth in gaming. By significantly increasing scale through this transaction, we'll be able to embrace AI at a much faster pace, unlocking new play categories, delivering advanced personal gaming experiences and marketing and further improving player protection.

Let's now turn to the important element of geographic and product diversification. OPAP shareholders will benefit from the diversified geographic exposure of the combined group compared with OPAP's very heavy exposure to Greece with only Cyprus offering a small element of diversification. Excitingly, this includes exposure to key growth markets such as the U.S., Brazil and the rest of Latin America.

From a product standpoint, investors gain exposure to complementary and innovative offerings such as daily fantasy sports from the recently announced PrizePicks acquisition alongside the optionality to leverage these to enhance differentiation and deliver a truly best-in-class customer proposition in existing operations.

Now let me hand over to Pavel, who will take you through the financial benefits of this transaction in more detail.

Thank you, Jan, and good morning to everyone. The financial benefits for OPAP shareholders are easy to see and compelling. First, the transaction delivers a materially enhanced growth profile in the medium term as well as multiple levers to continue that growth in the long term.

Second, it delivers exceptionally strong cash conversion of well over 90% on a run rate basis. But more importantly, the combination creates a larger and more diversified portfolio. The business is no longer dependent on GGR contribution prepayment, which is currently materially impacting EBITDA by circa EUR 235 million per annum and cash flow by approximately EUR 200 million per annum. That means the dividend stream is of much higher quality and more resilient even after 2030 when the GGR contribution benefit comes to an end.

Third, the deal is double-digit accretive to both EPS and free cash flow per share from the first year post closing.

Finally, the transaction creates real value with ROIC exceeding WACC from the second full year post closing. We view a disciplined capital allocation framework, which delivers shareholder returns as essential. In addition, we will run an efficient, conservative and flexible capital structure. Post transaction, OPAP shareholders will be paid a dividend of EUR 0.80 per share.

Going forward, shareholders will be paid a minimum of EUR 1 per share, in line with OPAP existing dividend policy with the possibility of additional special or extraordinary dividends. Our medium-term leverage target is around 2.5x net debt-to-EBITDA, which will provide sufficient flexibility for further value creation through investment in M&A.

To sum up, before moving to guidance, we are really excited to move forward with the proposed transaction as it will provide OPAP shareholders with significant strategic and financial benefits. In respect of strategic factors, I've outlined the improved scale, growth, digital leadership and diversification, creating a leading platform across a wide range of markets and products. From a financial perspective, the transaction will result in accretive earnings and cash flow, while retaining a firm focus on shareholder remuneration, echoing OPAP's current dividend policy.

Now, allow me to hand over to Ken, who will walk you through the financial guidance.

This Slide covers guidance for net revenue by business as well as our expectations for the trajectory of margins. We've also included net revenue growth on a consolidated basis to fully frame the outlook for you.

To touch on some of the key points, we expect consolidated net revenue growth to accelerate from mid-single digit on an underlying basis in 2025 to mid-20s in 2026 with a tailwind from our planned acquisitions of Novibet and PrizePicks, before continuing in double digits in 2027.

So overall, that's a strong trajectory from a top line perspective, in line with our performance over recent years and with an additional kicker from our acquisitions. With respect to profitability, we expect a solid EBITDA margin of 37% in 2025, and we expect that to increase reaching 40% plus in the medium term. Again, the margin trends for individual businesses and in aggregate are expected to be broadly in line with recent years with some benefits from operational leverage and efficiencies as we grow.

We provided a second page of guidance, which is intended to help you model the remainder of the P&L and our key cash flow items. Highlighting a few points to note. With regard to CapEx, we expect CapEx to progressively decrease as we complete the transformation in the U.K., which will drive a nice increase in cash conversion and cash flow generation.

We're currently incurring some one-offs, primarily related again to the U.K. transformation and also to the rollout of the Allwyn brand as a consumer-facing brand. We expect those to reduce to a de minimis level in the medium term.

I'd also mentioned some upcoming outflows relating to our investments in inorganic growth and renewal of our licenses. In particular, we have some upcoming payments in relation to our Italy license, which we were delighted to renew earlier this year and to the acquisitions of Novibet and PrizePicks, which we've already mentioned.

I'd like to finish up by mentioning that we've been an active issuer in the European bond market since 2019 and in the U.S. market since 2023. We understand that it's really important that our investors have good quality information, and we make a big effort to provide what they need. We've now been publishing quarterly earnings with MD&A and doing quarterly investor calls since 2019, and we participate regularly in investor conferences.

In connection with this transaction, we published an Excel data book on our website, which summarizes key quarterly financials by business and on a consolidated basis going back for a number of years, and I hope that will be useful.

With that, I'd like to hand back to Robert to summarize some of the key points that we would be happy if you took away from our presentation.

Thank you, Ken. To conclude, please allow me to reemphasize some of the key reasons why this transaction is compelling. Since 2013, KKCG and Allwyn have accompanied and supported OPAP and transformed it into a modern Greek Gaming Champion, delivering strong returns to shareholders.

We have also observed natural limits of one country focus, and this transaction will be the next stage on that journey. The proposed structure positions OPAP shareholders for success in a fast-paced and changing industry, thanks to Allwyn's scaled and differentiated platform, a platform of own tech stack, own content, additional competencies and financial power to compete and give back on a global scale.

Our track record is more than proven. OPAP shareholders will benefit from a unique combination of growth, geographic diversification, a broader product portfolio and steady cash remuneration. I have been part of OPAP and Allwyn's journeys from the very start. I'm a member of both boards, and therefore, I would be truly thrilled to continue partnering with you as shareholder in combined business.

I have enormous respect to our Greek team and Greece is remaining a very important base for Allwyn with OPAP, Allwyn Lottery Solutions, Stihima, Betano, as well as Novibet teams. This marks the beginning of an exciting chapter, and we couldn't be more energized about the journey ahead. We value the trust that you have put in us as steward of OPAP, and we are committed to continue to deliver on that trust with purpose, passion and performance.

We will have an open Q&A session this afternoon, and I will be delighted if you were to join. Thank you very much.

Ladies and gentlemen, thank you for standing by. I am Geli, your Chorus Call operator. Welcome and thank you for joining the OPAP S.A. conference call and live webcast question-and-answer session to discuss the second quarter 2025 financial results. Please note, a video presentation has been distributed and is also available on the OPAP Investor Relations website. [Operator Instructions] And the conference is being recorded.

At this time, I would like to turn the conference over to Mr. Jan Karas, Chairman and CEO of OPAP S.A.. Mr. Karas, you may now proceed.

Thank you, Geli. Good evening or good morning to everyone. I hope you all had an amazing summer and we are very glad to have you with us here today, to share with you the strong set of Q2 2025 results. Hopefully, you had a chance to review and enjoy the recorded video we have prepared for you and shared earlier today. In a nutshell, we are pleased with our 6.5% growth rate in the first half of the year and we certainly remain confident for the rest of the year. I particularly wanted to highlight the strategic investment in Stoiximan in the second quarter, targeting to create sustainable value for our shareholders, while at the same time, distributing EUR 0.5 per share as an interim dividend. I guess it's the best to jump straight in the Q&A to make our discussion more interactive.

Geli, over to you.

The first question is from the line of Draziotis Stamatios with Eurobank Equities.

Actually, 3 questions from my side, if I may and perhaps we can take them one at a time. So firstly, on the dividend policy, on the interim dividend, how should we interpret the cut versus last year? You talked in your presentation about, in essence, preserving firepower for upcoming investment needs. But I mean, just to put it plainly, if '25 profits end up higher year-on-year, should we expect the dividend to be high as well. So that's the first question.

Okay. I will take this one. Good afternoon from Pavel Mucha. Yes, indeed, it's somewhat lower, the interim dividend than what we could have distributed based on our half year profitability. But still, we opted for a more prudent distribution, taking into consideration the acquisition of the last 15% stake in Stoiximan, which is a strategic investment of around EUR 200 million and also taking into account prospective Hellenic Lotteries license, which is coming. So that's -- that is the reason essentially why slightly lower interim dividend. But for the total 2025 dividend per share, our dividend policy has not changed and indeed remains intact.

So Pavel, sorry, just to clarify. So you mean that the -- in essence, the bulk of profits will be distributed to shareholders? Is this what you're referring to?

Yes, yes, exactly. So we remain committed to distribute the bulk of our net profits with a minimum of EUR 1 dividend per share.

Okay. Got it. The second question because you mentioned the acquisition of the Stoiximan noncontrolling interest. Just from a strategic viewpoint, I'm basically wondering what the rationale is for continuing to operate OPAP online for nonexclusive gains operating separately from Stoiximan. So in essence, having 2 platforms, especially in sports betting, if you could share some thoughts on that, please.

Thank you for the question and I can comment. We certainly see a lot of reasons why to continue the dual brand strategy that we follow for several years and I believe the results confirm that being the right strategy. We are working with 2 different licenses. We have 2 teams dedicated and we have 2 different propositions to our customers. And while we are very happy with the market leadership of Stoiximan, the contribution of OPAP's own sports betting and casino vertical is certainly not negligible and showing exciting growth rates as we have shared with you with the presentation. So we believe the dual brand strategy is the right one and we certainly want to continue to pursue it further on.

Okay. Got it. And the last question has to do with Joker, which was -- I mean, has been the star performer really for the last few months. In your presentation, you talk about the long streak of jackpot rollovers on the second year running really. And you mentioned the revamp of the product late -- in late 2023. Just wondering, I mean, should we think about the too many back-to-back streaks of 2025 [ VARs ] and partial exception, let me say, put it this way. Or is it like a new trend in your view?

Well, it's a game of chance in the first place. But if that answers your question, certainly, the concentration of high jackpots has exceeded our expectations in its statistical occurrence. But as a game of chance, it's a bit difficult to predict how it will evolve going forward. As we have said, we have intentionally changed the structure of the game where the buildup of jackpots should be more likely than it was before, fostering a cycle in which increasing price amounts fuel greater participation and excitement. So essentially, the purpose of the change we have done and the ambition we had is being confirmed and we are very happy. What we will -- I would say, we will certainly need to wait much more time to be able to comment on any usual patterns of the new era, if I say.

The next question is from the line of Kourtesis Iakovos with Piraeus Securities.

My first question has to do with Hellenic Lotteries. You've announced along with the first half '25 results announcement passed in the second phase of the international tender for the concession of Greek State Lotteries. And however, there was press reports today that indicate that the other competitor, the other interested party, Brightstar Global Solutions Corporation did not pass in the Phase B. Do you -- could you comment on the progress of -- for the Hellenic Lotteries license? And if you can confirm if you have any information if Brightstar is, or not on the second phase of the international tender?

And the second thing has to do -- it's quite impressive, the growth rates you've recorded in the online. I can see that in first half '25, you have in online casino a 22% growth year-over-year and in [indiscernible] lottery, 30% growth year-over-year. Should -- I understand this is a growing market, should we expect this to continue at these rates, double-digit growth rates? And if you gain or not market share in the specific categories, please?

Thank you very much for your questions. Let me start with the Hellenic Lotteries question. Indeed, it has been confirmed to us that we are moving to Phase B or we are progressing to Phase B. When it comes to the other contender, the only thing we may refer to is anything that has been published officially by Super Fund. And to our understanding, so far, Super Fund has not commented or communicated in their channels, anything when it comes to the other contender, the Brightstar.

So at this moment, we can only speculate and I understand what articles you refer to but that's not an official communication from Super Fund. And it's only Super Fund that can provide any official information on that front. So I would like to abstain from any speculations about the program or not of the other contender. But certainly, again, confirm we are progressing to the second round and it's something that has been confirmed to us by Super Fund. Sorry, that your first question. Second, did I cover your -- I hope, with the first one, so I can progress to the...

Yes, please.

Progressing to the second question about the growth rates. So obviously, that's a little bit of a crystal ball thinking here as to what trends we will foresee going forward. We certainly believe this is -- that online is a growing segment. The nonexclusives in our case, sports betting and casino present certainly -- continue to present a great opportunity when it comes to growth. The same goes for online lottery because digitalization generally is the name of the game. So overall, I would say, we can expect positive trends to continue. What exactly will be the trends and how much the trend so far will continue or will accelerate or will slow down. I think the answer will differ per vertical.

And also very importantly and that comes back to the previous question of the dual brand strategy, it's also different being the market leader and defending its position versus being the challenger, which is the case of our OPAP nonexclusive proposition when it comes to growth. Growing from a single-digit market share, double digit -- in a double-digit rate is certainly easier than being the market leader with dominant position achieving the same. But we believe for both of our brands for positive continuation and continuation of the good momentum judging from the feedback from customers we have so far and activity -- positive trends in activities we have shared in our presentation.

The next question is from the line of Pointon Russell with Edison Group.

A couple of questions. First of all, on VLTs, you had very good growth in the quarter of 7% or so. You've been talking about a number of these changes in presentations over the last few quarters in terms of the cabinets, more games, et cetera. So what really kicked in, in the second quarter to get the growth so high?

It is indeed the result of our commercial initiatives, especially the machines upgrades, as you correctly noted. If you had a chance to see the difference before and after, you will probably understand why it certainly is a significant contributor to customers' activity as well as in our ability to attract new customers. The difference in customer experience is really significant. And it is something that is supported by various promotions and loyalty schemes that we are putting in place in engaging players. So I wouldn't necessarily highlight any specific action. It's a complex ecosystem of various elements that are influencing the performance of this vertical. But we are very happy to see that this year, we are seeing the growth that we are seeing because VLTs are certainly a gaming vertical where we still have seen and we continue to see opportunities to explore.

Okay. That's great. And second, on the Instant & Passives, again, you had very good growth in the quarter. And I think that's the first positive growth you've had in 2 years or so. And the presentation refers to you've expanded the family of tickets in scratch, et cetera. So I just really wanted to confirm that it was solely that, that led to the improvement or what else was happening within that revenue stream?

Well, honestly, if VLTs are a complex topic, then the scratch and passives even more. So to give you a little bit glimpse in the kitchen, last few years, we are putting an incredible effort and I would even say this proportional efforts compared to the other gaming verticals to try everything possible to revamp, boost and grow the scratch and passives category. For both of them, we believe there continue to be opportunities that we want to be exploring in many different areas and a lot of things have been tried. And the impact on customers' interest is a little bit mysterious. Sometimes we have customer research is indicating they want something that then later doesn't work and the other way around. So it's really interesting and a bit mysterious category for us.

Now when it comes to this year, referring to what I just said, it's certainly a result of continuation of the efforts across all the many different fronts of success, promotions, product, presentation at the point of sales, incentivizing the sales channels, et cetera, et cetera, that we in the 360 execution continue to focus on. If there is something to highlight that I believe impacted significantly this year, then it's really the new family that we have significantly impacted of the -- how is it called? So now I lost the English word, the annuity games, thank you, the annuity games, in other words, the chance to win money that you are receiving every month. So annuity games kick in. There was lesser interest in the previous year. This year, they seem to resonate well with the customers and they like it. And this very new family of scratch product became actually the start of our portfolio and has the highest and biggest share compared to all the other families, even the long-time superstar of Lucky Cats. So I hope that longer answer gave you some additional insights. It's really a complex category where a lot of focus is needed.

[Operator Instructions] The next question is from the line of Nekrasov Maksim with Citi.

A couple of questions on my side. The first is about the outlook for the second half of the year. Considering a very high base of last year, so how do you see the situation developing? And would you expect to have a positive growth despite the base and maybe how the trends have been shaping up so far in July and August? And also more of a traditional question, if there are any updates on the main concession that expires in 2030? So what's the current situation there?

Thank you very much for your question. We are very glad, obviously, about the performance so far at 6.5% year-over-year and we are optimistic going forward. So having said that, we continue to expect the normalization of our GGR growth rate versus -- in H2 versus H1 because of those tougher comparisons in the second half of the year. While also we need to keep in mind that H1 was positively influenced by the tailwinds from the favorable Joker jackpots that we have discussed before. But in any case, we remain very confident expecting solid full year performance. So that's on the outlook.

Now when it comes to the main licenses, there, I don't have any news for you at this moment. As we said many times, we are, of course, interested in extending our rights on our exclusive games licenses beyond 2030. We have publicly referred to this. However, the relevant discussions have not started yet. It is still too early or maybe not too early but still early for this. And should there be any development, we will, as always, inform you promptly and immediately. Thank you.

The next question is from the line of Grigoriou George with Wood & Co.

Leaning on to the [ discussion ] about the outlook. I've got a question on the outlook for the -- for your operating expenses. How you see that evolving in the second half? And how should we actually think about it for next year as well? If I'm not mistaken, you did 2 sponsoring as well agreements with 2 major football teams here in Greece have actually expired. So I was thinking that maybe that should -- would have an impact in your OpEx on the positive side, I mean.

Okay. So OpEx, indeed, is growing up year-on-year and year-to-date. It will continue to grow in the second half of the year versus last year. It's driven quite a lot by 2 main categories, really. First one is the payroll costs where it has a number of reasons. Those results and the growth in GGR doesn't come just by doing nothing, obviously. We are innovating a lot. There are many innovative agendas for which we need to attract new talent in the company, which is not cheap. So it's quite an expensive positions and increasing the head count. And also, we need to remain competitive in the market. Greek economy is doing very well. Everybody is hiring. There is a lot of competition. So obviously, the salaries have to be at competitive level. And so that's on the payroll. Also IT costs are growing because we are doing a lot of digital transformation activities both in online but also in retail. That's why we have so good GGR growth not only in online but also in retail. So also IT costs are increasing and that can be expected in the second year.

Indeed, there were some renewal of sponsorship assets at higher costs. And it's very competitive market with the [ online ] competition, it's quite tough. Competition for all these sponsorship assets and that drives the costs up. Nevertheless, our outlook remains the same, not only on the GGR side, as Jan just commented but also on EBITDA. And so overall, we reiterate our outlook that our margin should still keep in the mid-30s despite of the increase of operating expenses. So it shouldn't have any impact on overall margin and profitability.

[Operator Instructions] The next question is from the line of Puri Karan with JPMorgan.

I have a quick follow-up on the question on margin. So just based on your full year guidance of 35-ish percent margin, I'm just wondering if it's right to think there would be a pickup in H2 margin given that H1 was a bit below the 35% range. Is that the right way to think about it?

Yes, kind of. But really, I think what you should bear in mind that it will be in mid-30s, around 35%. That's pretty safe assumption for any modeling, I would say.

[Operator Instructions] Ladies and gentlemen, there are no further questions at this time. I will now turn the conference over to Mr. Karas for any closing comments. Thank you.

Thank you very much, Geli and thank you very much to all of you for being with us today. It's been a pleasure, as always. Our Investor Relations team will be ready to address and happy to address any additional questions you still might have and explore your inquiries in more detail. We will be looking forward to talk to you again in November upon the Q3 results announcement. Thank you very much for being with us today and have a great rest of the day. Goodbye.

Ladies and gentlemen, the conference has now concluded and you may disconnect your telephone. Thank you for calling and have a good afternoon.