425 1 d301270d425.htm 425 425

Filed by Allwyn Entertainment AG

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Companies:

Cohn Robbins Holdings Corp.

Allwyn Entertainment AG

Commission File No. 001-39454

Date: June 14, 2022

 

LOGO

Maximizing Returns to Good Causes June 2022 For further information on our company, please visit our website: allwynentertainment.com


LOGO

Disclaimer General This presentation (the “Presentation”) is for informational purposes only. The information provided in this Presentation pertaining to Allwyn AG and its subsidiaries, joint ventures and associates (“Allwyn” or the “Company“ or “we”), its business assets, strategy and operations has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between the Company and Cohn Robbins Holdings Corp. (the “SPAC”) (the “Proposed Business Combination”) as described in the Business Combination Agreement, dated as of January 21, 2022 (the “Merger Agreement”) by and among SPAC, the Company, Allwyn Entertainment AG, Allwyn US HoldCo LLC and Allwyn Sub LLC, and the private placement of securities in connection with the Proposed Business Combination, and for no other purpose, and shall not constitute an offer to sell, or a solicitation of an offer to buy, any securities, options, futures, or other derivatives related to securities, nor shall there be any sale of such securities or other derivatives in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The information contained herein does not purport to be all inclusive. Nothing herein shall be deemed to constitute investment, legal, tax, financial, accounting or other advice. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any securities commission or similar regulatory agency of any other jurisdiction has reviewed, evaluated, approved or disapproved of the contents of this Presentation or the Proposed Business Combination or the securities or determined that this Presentation is truthful or complete, and the content of this Presentation is not prescribed by securities laws. Investors should consult with their counsel as to the applicable requirements with respect to any exemption under the Securities Act. The transfer of securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of the Proposed Business Combination or an investment in any securities or the Company or the SPAC and is not intended to form the basis of any decision with respect to any securities, the Company, the SPAC or the Proposed Business Combination. The consummation of the Proposed Business Combination will also be subject to other various risks and contingencies, including customary closing conditions. There can be no assurance that the Proposed Business Combination will be consummated with the terms described herein or otherwise. As such, the subject matter of these materials is evolving and is subject to further change by the Company and the SPAC in their joint and absolute discretion. “Allwyn” is a registered trademark of Allwyn International a.s. The Company intends to complete a rebranding of its parent/holding companies from “SAZKA” to “Allwyn”. The rebranding has not been completed and may take significant time to complete, may be subject to regulatory or other approvals in certain jurisdictions, and may not ultimately be completed. The projections herein and the assumptions underlying such projections differ from those disclosed in the Form F-4 filed with the SEC by Allwyn on May 20, 2022; the projections included in the Form F-4 were those reviewed by the Cohn Robbins Board in approving the Proposed Business Combination, as included in the investor presentation filed with the SEC by Cohn Robbins on January 21, 2022. No Representations or Warranties and Industry and Market Data No representations or warranties, express or implied, are given in, or in respect of, this Presentation. While the information in this Presentation is believed to be accurate and reliable, the Company, SPAC and their respective agents, advisors, directors, officers, employees and shareholders make no representation or warranties, expressed or implied, as to the accuracy or completeness of such information and the Company and SPAC expressly disclaim any and all liability that may be based on such information or errors or omissions thereof. To the fullest extent permitted by law in no circumstances will the Company, the SPAC or any of their respective subsidiaries, equity holders, affiliates, directors, officers, employees, representatives, advisers or agents be responsible or liable for a direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this Presentation have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes (including, but not limited to, the H2GC report, which was commissioned by the Company). This information involves many assumptions and limitations; therefore, there can be no guarantee as to the accuracy or reliability of such assumptions and recipients are cautioned not to give undue weight to this information. Neither the Company nor the SPAC has independently verified the data obtained from these sources and no representation is made as to the accuracy, reasonableness or completeness any projections or modelling or any other information contained herein and neither the Company nor the SPAC undertake, and the Company and the SPAC expressly disclaim, any obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed in this Presentation. Any data on past performance or modelling contained herein is not an indication as to future performance. This Presentation does not take into account, nor does it provide and nor should it be construed as providing, any tax, legal, regulatory, business, financial, accounting or investment advice or opinion regarding the specific investment objectives or financial situation of any person. Recipients of this Presentation should consult their own legal, regulatory, tax, business, financial and accounting advisors to the extent they deem necessary, and each recipient must make its own evaluation of the Company, the SPAC and the transactions contemplated in this Presentation and of the relevance and adequacy of the information. The information contained in this Presentation only speaks at the date of this Presentation. Neither the delivery of this Presentation nor any further discussions of the Company’s or the SPAC’s businesses with the recipient thereof shall, under any circumstances, create any implication that there has been no change in the affairs of the Company’s or the SPAC’s businesses since the date of this Presentation. The Company and the SPAC reserve the right to amend or replace the information contained herein, in part or entirely, at any time, and undertake no obligation to provide the recipient with access to the amended information or to notify the recipient thereof. Trademarks The Company, the SPAC and their respective affiliates own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with the Company, the SPAC or any of their respective affiliates, or an endorsement or sponsorship by or of the Company, the SPAC or such affiliates. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the TM, SM or © symbols, but such references are not intended to indicate, in any way, that the Company, the SPAC, their respective affiliates or any third parties whose trademarks are referenced herein will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor in these trademarks, service marks and trade names. Certain Financial Measures and Calculations Certain financial and statistical information in this Presentation has been subject to rounding off adjustments. Accordingly, the sum of certain data may not conform to the expressed total. The Company uses several key operating measures, including but not limited to Amount wagered, Operating EBITDA, Operating EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, capital expenditures and Cash Conversion, to track the performance of its portfolio and business. None of these items, including with certain unaudited numbers in the information, are a measure of financial performance under GAAP or IFRS, nor have these measures been audited or reviewed by an external auditor, consultant or expert. These measures are derived from management information systems. These items are an addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP or IFRS, and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or IFRS. As these terms are defined by the Company’s management and are not determined in accordance with GAAP or IFRS, thus being susceptible to varying calculation, the measures presented may not be comparable to other similarly titled measures terms used by other companies. Any such information, measure or estimate should therefore not be regarded as an indication, forecast or representation by the Company, the SPAC or any other person regarding the Company’s operating or financial performance for the respective period. The Company believes that these measures of financial results (including on a forward-looking basis) provide useful supplemental information to investors about the Company. However, there are a number of limitations related to the use of these measures in connection with their nearest equivalents which have been prepared in accordance with GAAP or IFRS. For example, other companies may calculate such other measures differently, or may use other measures to calculate their financial performance, and therefore the Company’s measures may not be directly comparable to similarly titled measures of other companies. The principal limitation of these financial measures is that they exclude items that are significant in understanding and assessing the Company’s financial results, including significant expenses, income and tax liabilities that are required by GAAP and/or IFRS to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgements by the Company about which expense and income are excluded or included in determining these financial measures. While the Company and the SPAC believe the information set forth in this Presentation is reasonable, it is inherently subject to modification in connection with their ongoing review or audit procedures and such modifications may be material. Accordingly, such information and data may not be included, may be adjusted or may be presented differently in any proxy statement, prospectus or registration statement or other report or document to be filed with or furnished to the SEC by the Company, the SPAC and/or their respective affiliates.


LOGO

Disclaimer (Continued) Forward Looking Statements, Financial Projections and Financial Targets Certain information in this Presentation and oral statements made in connection with this Presentation are forward-looking. Forward-looking statements include, without limitation, statements regarding the estimated future financial performance, financial position and financial impacts of the Proposed Business Combination and the satisfaction of closing conditions to the Proposed Business Combination. Words or phrases such as “anticipate,” “objective,” “may,” “will,” “might,” “seem,” “should,” “could,” “can,” “intend,” “expect,” “believe,” “estimate,” “predict,” “potential,” “plan,” “is designed to,” “would,” “continue,” “project,” “possible,” “seek,” “future,” “outlook,” “strive,” “strategy,” “opportunity,” “will continue,” “will likely result” or similar expressions suggest future outcomes but the absence of these words does not mean that a statement is not forward-looking. When the Company or the SPAC discuss their strategies or plans, including as they relate to the Proposed Business Combination, they are making projections and using forward-looking statements. These forward-looking statements include, but are not limited, statements regarding estimates, forecasts of other financial and performance metrics, projections of market opportunity and other characterizations of future events or circumstances, including any underlying assumptions. Forward-looking statements, financial projections and financial targets are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements, financial projections and financial targets. Although we believe that the expectations reflected in the forward-looking statements and financial projections are reasonable, there can be no assurance that such expectations will prove to be correct. None of the Company’s or the SPAC’s independent auditor, nor any other independent accountants, have applied, examined or performed any procedures with respect to the financial targets, nor have they expressed any opinion or any other form of assurance on the financial targets or their achievability. These forward-looking statements are provided for illustrative purposes only and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. The financial targets constitute forward-looking statements and are not guarantees of future financial performance. The Company and the SPAC cannot guarantee future results, level of activity, performance or achievements and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements, financial projections and financial targets as actual events and circumstances are difficult or impossible to predict and may differ from assumptions. While in some cases presented with numerical specificity, by their nature, forward-looking statements, financial projections and financial targets involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking information will not occur, which may cause the Company’s actual performance and financial results in future periods to differ materially from any estimates or projections or targets of future performance or results expressed or implied by such forward-looking statements, financial projections and financial targets. Many actual events and circumstances are beyond the control of the Company or the SPAC. There may be additional risks that neither the Company nor the SPAC presently know, or that the Company or the SPAC currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. The financial targets reflect the Company’s subjective judgements in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business, economic, financial and other developments. Accordingly, such assumptions may change or may not materialize at all. The forward-looking statements, financial projections and financial targets contained in this Presentation are expressly qualified by this cautionary statement. While the Company and the SPAC may elect to update these forward-looking statements at some point in the future, except as required by law, the Company and the SPAC specifically disclaim any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. None of the Company, the SPAC or their respective boards of directors, senior management or any of their respective affiliates, advisers, officers, directors or representatives can give any assurance that the financial targets will be realized or that actual results will not vary significantly from the financial targets. This Presentation contains financial, operational, industry and market projections, including financial forecasts for the Company with respect to certain financial results for the Company’s fiscal years 2021 through 2023. Neither the Company’s nor the SPAC’s independent auditors have audited, studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation and no independent auditor has expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. Our consolidated financial statements are in the process of being prepared in accordance with IFRS-IASB and audited in accordance with PCAOB standards. Accordingly, our historical financial results and financial forecast information are preliminary and subject to change, which change may be material, based on the completion of our financial closing procedures and any adjustments that may result from the preparation of our financial statements in accordance with IFRS-IASB and completion of the audits of our financial statements in accordance with PCAOB standards. While all financial, operational, industry and market projections, estimates and targets are necessarily speculative, the Company and he SPAC believe that the preparation of prospective financial, operational, industry and market information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. Actual results will differ, and may differ materially, from the results contemplated by the projected financial, operational, industry and market information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved. The risk factor titles presented in this Presentation are certain of the risks related to the business of the Company, the SPAC and the Proposed Business Combination, and such list is not exhaustive. The list in this Presentation is qualified in its entirety by disclosures contained in future documents filed or furnished by the Company and the SPAC with the SEC with respect to the Proposed Business Combination. Additional Information About the Proposed Business Combination and Where to Find It In connection with the Proposed Business Combination the Company has filed a Registration Statement on Form F-4 with the SEC (as amended or the supplemented through the date hereof, the “Registration Statement”), which includes a proxy statement of SPAC and a prospectus of Allwyn Entertainment AG. Copies of the Registration Statement, the proxy statement/prospectus and all other relevant materials filed or that will be filed with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Participants in the Solicitation and Addressees The Company and the SPAC and their respective directors, certain of their respective executive officers and other members of management and employees, under SEC rules, may be considered participants in the solicitation of proxies of the SPAC’s shareholders in connection with the Proposed Business Combination. This Presentation does not contain all the information that should be considered in the Proposed Business Combination. It is not intended to form any basis of any investment decision or any decision in respect to the Proposed Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Proposed business combination of the SPACs directors and officers in the SPAC’s filings with the SEC, including the SPAC’s registration statement on Form S-1, which was originally filed with the SEC on July 31, 2020. To the extent that holdings of the SPAC’s securities have changed from the amounts reported in the SPAC’s registration statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of the SPAC’s stockholders in connection with the Proposed Business Combination. Investors and security holders of the SPAC and the Company are urged to read the proxy statement/prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the Proposed Business Combination. Investors and security holders will be able to obtain free copies of the proxy statement and other documents containing important information about the SPAC and the Company through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the SPAC can be obtained free of charge by directing a written request to Cohn Robbins Holdings Corp., 1000 N. West Street, Suite 1200, Wilmington, DE 19801. This Presentation does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been registered, and will not be registered, under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States. None of the securities can be offered, sold, pledged or otherwise transferred, directly or indirectly, within or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. This Presentation does not constitute a “prospectus” within the meaning of the Securities Act.


LOGO

Gary D. Cohn Clifton S. Robbins Co-Founder, Cohn Robbins Co-Founder, Cohn Robbins • Vice Chairman of IBM since January 2021 • 35+ years of investment experience • Assistant to POTUS for Economic Policy • Founded Blue Harbour Group in 2004; and Director of the National Economic Chief Executive Officer from 2004-2020 Council: January 2017–April 2018 • Previously Managing Member of General • President, Chief Operating Officer and Atlantic Partners from 2000-2004 director of Goldman Sachs: 2006–2016 • KKR, 1987-2000, General Partner: played • Additional Goldman Sachs leadership significant role in leveraged buyout positions incl. Global Co-Head, Equities transactions and financings and capital and Fixed Income, Currency and markets activities Commodities; Chairman, Firmwide Client • Began his career in the Mergers and Business Standards Committee and Acquisitions department of • Board member: nanoPay, Hoyos Integrity, Morgan Stanley Infinite Arthroscopy, Gro Intelligence, and Starling Trust Sciences; Chairman of the Board of Pallas Advisors • Serves on Systemic Resolution Advisory Committee (SRAC) of the FDIC


LOGO

Transaction summary • NYSE-listed SPAC with $829mm1 cash in trust • Cash in trust supplemented by $353mm PIPE • Founders Gary D. Cohn and Clifton S. Robbins (“Founders”) • Intends to effect a business combination with Allwyn2 • Newly formed entity is expected to be listed on the NYSE (“PubCo”) • Transaction announced January 21, 2022 and expected to close in Q3 2022 Note: Assumes no redemption from Cohn Robbins SPAC Trust; EUR:USD spot rate of 1.07 applied, sourced from CapIQ, as of 27-May-22 1) Cohn Robbins cash in trust as of 31-March-22. Subject to potential redemptions 2) Allwyn represents the rebranded operations of Allwyn AG, which is the entity that will be subject to the business combination 3) Based on management estimates (subject to material change); adj. net debt as of Dec-21A. Includes €322mm of convertible notes expected to be outstanding at transaction close, pro forma for OPAP stake increase from 41.2% to 48.2% since YE-21 and acquisition of Betano in Q2-22. Excludes impact of expected free cash flow and a €170 mm one time dividend paid prior to closing in Q1-22 4) Based on market valuation for The Lottery Corporation as of 27-May-2022 5 5) Includes impact from expected bonus pools for non-redeeming Cohn Robbins shareholders and PIPE shareholders, with potential for up to combined incremental 9.4mm common shares to be issued. Bonus pool for PIPE and non-redeeming shareholders is variable based on number of redemptions. Shares underlying CRHC warrants expected to be adjusted by the same ratio


LOGO

Significant strategic progress already achieved since transaction announcement What We Said We Would Do… … What We Have Achieved Already January 2022 June 2022 Enter New Pursue Attractive Opportunities to Named Preferred Bidder of the UK Expand in the US and Untapped National Lottery1 Markets European Markets Historically worth an estimated €165m in annual EBITDA2 Organic Digital-led Organic Growth Record-High Online Active Players Growth On track for 24% organic NGR growth in 2022 Inorganic Continued Focus on Building Stakes in €327m Stake Acquisition in OPAP Existing Businesses Increasing Allwyn’s economic interest from Growth 41.2% to 48.2% at an accretive 6.5x 2022E EBITDA multiple3 Source: Company information, UK Gambling Commission 6 1) The award of the UKNL license is currently being contested in a legal challenge. Unless the challenge is successful, Allwyn Entertainment Ltd will be confirmed as the incoming UKNL operator and, subject to a successful period of transition, would become the operator of the UKNL with effect from February 2024. 2) Based on Camelot annual report for the year ended 31-Mar-21, c.£140mm EBITDA converted to € at spot rate of 1.18 EUR per GBP, sourced from CapIQ, as of 27-May-22 3) Deal multiple based on €327mm purchase price and OPAP €50m pro rata EBITDA, based on 6.9% stake of OPAP FY22 EBITDA management guidance of €720 to €740mm


LOGO

7


LOGO

Allwynat a glance –A leading lottery operator… Selected as Preferred #1 Applicant for UK Leadership National Lottery9 lottery operator across 5 markets1 Austria Republic Czech and Greece Cyprus Italy UK €19bn Up to 84% 91mm €11bn Scale FY21A surveyed adult population population in Allwyn’s wagers2 play lottery1, 3 operating markets1, 4 2022E lottery wagers1, 10 Financial €1,661mm €751mm €638mm 67mm strength Total population1 2022E net gaming revenue 2022E adj. EBITDA 2022E adj. EBITDA – capex (Pro Rata)5 (+17% 18A-22E CAGR) (45% margin) (85% cash conversion6) Selected new markets being targeted Split by product7 Split by geography7 Online share (FY21A)7 VLT and casinos US Sports betting 26% Diversified 9% €102bn 9% 32% 27% business 2022E lottery wagers1, 10 (Pro Rata)5 iGaming8 10% FY21A FY21A 38% 71% 16% 330mm 25% 27% Total population1 Lottery Source: Company information, Management estimates (subject to material change) 6) Cash conversion calculated as (Adj. EBITDA – capex ) / Adj. EBITDA; capex = acquisition of property, plant and equipment and intangible assets 1) Based on market data sourced from H2GC 7) Split consists based of revenue on pro rata from gross contract gaming with revenue customers, (“GGR”); calculated amount as wagered 6% of amount x payout wagered used as proxy for GGR for Lottoitalia; Lottoitalia’s revenue 2) Calculated as the aggregate wagers for Allwyn’s key operating entities on a 100% basis (SAZKA a.s., OPAP, CASAG, Lottoitalia) 8) iGaming includes online casino, online slots, online poker, online bingo and other online only; online sales of products which are also sold 3) Adult population playing lottery in Austria (84%), Czech Republic (73%), Greece (56%), Italy (34%), as of 2019 8 4) Population of Austria, Cyprus, Czech Republic, Greece and Italy, as of 2020 through physical retail channel included under respective product 5) Financial forecasts are based on latest management estimates (subject to material change); figures are presented pro rata for Allwyn’s 9) be The confirmed award of the as the UKNL incoming license is UKNL currently operator being and, contested subject to in a a successful legal challenge. period Unless of transition, the challenge would become is successful, the operator Allwyn Entertainment of the UKNL with Ltd will economic interest in group operating companies effect from February 2024 10) Includes gross wagers for State Lottery lottery-style games only (i.e. excludes VLTs / sportsbetting / offshore lottery)


LOGO

… positioned in a sweet spot of the lottery ecosystem National or local government that oversees EU lottery within a jurisdiction US Licenses and regulation Operate lottery on behalf of government, managing brand and point Provide instant game products of sale network Retailers’ kiosks, convenience and systems technology for Agency stores, supermarkets, draw-based games, Technology agreements outlet stores e.g. powerball and services Lottery Retail and Online sales Up to 84% of adult population in certain operating markets1 Land-based sales 9 1) Based on H2GC data; Adult population playing lottery in Austria (84%), Czech Republic (73%), Greece (56%), Italy (34%), as of 2019


LOGO

The consistent strategy of Allwynenables our scale and track record 1 2 3 4 5 6 High Performance Innovation Digitization Efficiency Gaming Safety / ESG Inorganic Growth Teams Expansion of our Transforming our Digitally and Pioneering new Strong track Local focus lottery games CRM, making operationally approaches to the record of supported by portfolio, iGaming games more driven enhancement of acquiring international and sports betting engaging, safer gaming as an businesses with expertise, relevant, and safe, Allwyn-wide global attractive providing and registering ESG initiative potential and attractive scope users creating value by for talent growth improving their performance and applying our operating techniques 10


LOGO

Allwyn embraces ESG pillars –making play better for all Targets and actions Achievements and memberships • Head office designed in accordance with LEED Gold certificate criteria Key sponsor 2020 Lottery operator of • Management ambitions and actions towards optimizing energy consumption and the year improving overall energy efficiency in all operating companies • Responsible gaming: a core Allwyn value - All entities offering lottery games awarded the highest responsible gaming Member Member; 1 level 4 certification certifications issued by the World Lottery Association - Austrian business2 is the first gaming company worldwide to obtain certification according to the Responsible Gaming Standards by the European Casino Association - Annual responsible gaming training for retail partners • Strong philanthropic profile Certified Certified - Austrian Lotteries business provides €80mm in sports funding annually - “PCs for all” campaign, providing computers to underprivileged families - Founded key initiatives in its local communities during the onset of the COVID-19 pandemic ESG ratings2 • Commitment to gender equity: 20% of board of directors and 40% of senior management are women • Equal opportunities for employees creating andiverse and including environment • Merit-based opportunities without regard to gender, age, sexuality, disability, race, religion and more Sources: Company reporting 2021 and 2020, Sustainalyticsas of 11-Feb-2022 11 1) For LottoItalia, certification is held by our partner, IGT Lottery S.p.A. 2) ESG rating based on SustainalyticsESG Risk Rating Report for Allwyn International as of November 2021. In 2014 Casinos Austria was the first company worldwide to boast a responsible gaming management system that was certified to European Casino Association (ECA) standards


LOGO


LOGO

Allwyn’s key investment highlights Operates in ~$300bn1 global lottery industry, which is poised for growth through increased digitization Strong organic growth driven by data analytics, cross-selling, and growing online customer base Successful M&A track record with attractive opportunities for expansion in new markets Highly cash generative business, making funding available for organic and inorganic growth (e.g. M&A opportunities) Experienced board and management team with long industry track record 13 1) Global lottery sales, sourced from H2GC


LOGO

Lottery: a ~$300bn global industry Consumer at a 6.0% CAGR spend driven on lottery by expected grew at continued a 4.3% CAGR rollout over of the digital last 16 lottery years, and from 21A-25E is expected to grow Global annual lottery wagers ($bn)1 21A–25E CAGR (%) 05A–21A CAGR (%) $ 405 $ 385 $ 367 $ 347 48 16.3% 42 $ 321 36 $ 297 $ 295 31 $ 286 26 $ 268 $ 273 15 22.1% $ 255 12 21 9 10 4.2% 7 $ 204 3 2.4% $ 163 1 6.4% 5.8% 2005A 2010A 2015A 2016A 2017A 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E Instant Games and Other Draw-Based Games iLottery The largest constituent of the global gaming ecosystem… …With significant potential for increased online penetration Global sales / wagers (2019A) ($bn)(1) iLottery Wagers ($m) Online $297 Penetration (%) $48 $146 $15 $74 $23 iLottery 2019A iLottery 2025E Lottery Casino Sports Betting iGaming 14 Source: H2GC. EUR:USD spot rate of 1.07 applied, sourced from CapIQ, as of 27-May-22 Note: Lottery wagers include State Lottery style games only, and do not include VLTs; Lottery wagers assume historical and projected global iLottery payout ratio of ~60%. iLottery is excluded from Instant Games and Other and Draw-Based Games based on 2020A percentage of total 1) Assumes historical and projected global iLottery payout ratio of ~60%. 2021 figures for iLottery based on projections from H2GC, instant games and other and draw-based games based on actuals


LOGO

Lottery’s characteristics contribute to sector resilience Performance during the Global Financial Crisis (08A-09A): YoY growth (%) With advantageous attributes relative to other gaming segments 4.2% Easily accessed at (1.5%) Potential life-local retailers and changing wins (2.8%) digitally (3.3%) Lottery Casino Sports Betting GDP Evergreen, Performance during COVID-19 (19A-20A): YoY growth (%) Mass-market Appeal (0.7%) (4.6%) (9.7%) Popular amongst Low-cost product surveyed men and women1 (39.9%) Lottery GDP Sports Betting Casino 15 Source: H2GC, World Bank Note: Lottery wagers include State Lottery style games only, and do not include VLTs, Sportsbetting; Casino, Sports Betting and iGaming figures represent gross win; GDP growth rates based on World Bank data for OECD countries only; Lottery wagers assume historical and projected global iLottery payout ratio of ~60%. iLottery is excluded from Instant Games and Other and Draw-Based Games based on 2020A percentage of total 1) In certain European jurisdictions; based on UK DCMS Taking Part Survey conducted in the UK


LOGO

… With upside potential from increasing online penetration Potential to increase online lottery penetration in Allwyn’s markets, based on trends in other developed countries’ global sports betting and lottery markets CAGR (%) 57% 10A-21E 22E-26E Global sports betting NGR ($bn) $84 9.3% 8.2% $79 $74 $67 $61 15.9% 11.2% $49 $41 $42 $34 $37 $28 $31 $18 5.1% 4.8% 2010A 2015A 2016A 2017A 2018A 2019A 2020A 2021E 2022E 2023E 2024E 2025E 2026E Land-based NGR Online NGR Online penetration (%) Further growth and profitability upside from increasing online penetration Sports betting online Share of online lottery GGR 2021E (%) penetration 2026E: 57% 49% Potential upside 36% 32% 18% 16% 13% 11% 5% 3% Finland Denmark UK Czech EU Greece Austria US Italy Republic 16 Source: H2GC Allwyn operating markets License tender process ongoing


LOGO

Rapid growth in online customer base Allwyn has almost doubled online customers over the last two years Average monthly active online customers per quarter (000)1 Austria Czech Republic Greece andCyprus +48% CAGR 934 +29% +54% +63% CAGR CAGR CAGR 620 426 406 281 257 194 247 169 168 153 105 Q4- Q4- Q4- Q4- Q4- Q4- Q4- Q4- Q4- Q4- Q4- Q4-19A 20A 21A 19A 20A 21A 19A 20A 21A 19A 20A 21A 17 1) Source: Average Company monthly information active online customers are customers with at least one online purchase made on a particular gaming platform during a given month. Data for Austria is based on players for OLG and tipp3, for Czech Republic on SAZKA a.s., for Greece and Cyprus OPAP and Stoiximan


LOGO

Platform to cross-sell customers Allwyn’s customer base, brands, data and wide product offerings drive growing revenues by cohort Czech Republic internal case study1: GGR per player cohort and YoY growth (%) > Increase number of games Lottery iGaming +81% CAGR eScratch Sportsbook +46% > Loyalty programmes > Gamification +2% +60% +8% +18% +52% ARPU LTV +39% +22% +21% +21% 2017A 2018A 2019A 2020A 2021A urn Rates Average CAC 2017 Cohort 2018 Cohort 2019 Cohort 2020 Cohort 2021 Cohort nformation gregate nagement online estimates GGR across (subject all products to material offered change) in Czech Republic


LOGO

High structural barriers to entry Significant advantages for incumbents when licenses are up for renewal, creating deep competitive moat for Allwyn Current AllwynAssets UKNL Assets1 ? Owned by ? ?2 the regulator N/A ? Brands owned by Allwyn 4 64,200 5,100 12,500 13,000 33,600 44,000 (excl. UK) Established POS network3 One per 1,745 pop. One per 856 pop. One per 892 pop. One per 1,792 pop. One per 1,525 pop. One per 1,424 pop. ? ?5 ? ? ?1 ? Exclusive licenses / Dominant position 94% numerical lotteries 100% lotteries, casino 100% numerical 79% numerical 86% instant-win 85% numerical and on-line lotteries / lotteries lotteries 7 ? games lotteries Market Share6 casino market share 100% instant lotteries 100% in fixed odds (100% market share in jackpot lotteries) Long-term lottery 18 years 15 years N/A 30 years 9 years 10 years concessions (excl. UK) (Length including extensions) Established relationships 36 years 66 years 64 years 29 years N/A 49 years (Years in operation) 1) Source: Selected Company as Preferred information Applicant for UK National Lottery. The award of the UKNL license is currently being contested 3) Population data sourced from H2GC 4) Based on Camelot’s disclosed retail partners 19 UKNL in a legal operator challenge. and, subject Unless to the a challenge successful is period successful, of transition, Allwyn Entertainment would become Ltd the will operator be confirmed of the UKNL as the with incoming effect 5) Based on 100% market share in jackpot lotteries as per Company data from February 2024. Data not reflective of Allwyn ownership/presence and is specific to the UKNL 6) market All figures share as per are GGR based 2020 on for wagers legal market with market size as per H2GC Oct-21 data. Figures for LOTTOITALIA 2) OPAP and Stoiximan brands owned; some game brands owned by the Greek state 7) Based on UK National Lottery


LOGO

Buy and build track record: from zero to €19bn1 wagered in ten years Demonstrated ability to expand platform through incremental M&A UK National Lottery1 Applicant) (Preferred and Greece Cyprus Italy Austria UK National Greece Lottery1 and Cyprus Acquisition of Selected as the Acquisition of Preferred Czech Republic additional 6.9% 36.75% stake in Applicant for the indirect stake in Kaizen outside 4th National Initial OPAP Greece and Lottery license Cyprus market entry 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019A 2020A 2021A YTD-22A Select M&A activity Acquisition of a Acquisition of Privatisation of Acquisition of Successful Acquisition of Acquisition of Acquisition of Acquisition of Sale plus Acquisition of Acquisition of 50% stake in remaining 50% 33.0% stake in indirect 11.3% tender of 32.5% indirect 11.6% additional 22.7% 67% stake in 36.8% stake in monetary additional 47.7% stake in SAZKA a.s. stake in OPAP stake in CASAG LottoItalia stake in Austrian indirect stake in SuperSport Stoiximan and contributions for 17.2% stake in Greek and Cypriot (2011) SAZKA a.s. Lotteries CASAG Betano 25% stake in CASAG operations SAZKA Group New acquisition / license at tender Increase in stake 20 Source: Company information 1) UK National Lottery. The award of the UKNL license is currently being contested in a legal challenge. Unless the challenge is successful, Allwyn Entertainment Ltd will be confirmed as the incoming UKNL operator and, subject to a successful period of transition, would become the operator of the UKNL with effect from February 2024 2) As of FY21A; Calculated as the aggregate wagers for Allwyn’s key operating entities on a 100% basis (SAZKA a.s., OPAP, CASAG, LottoItalia)


LOGO

Attractive opportunities to expand in the US and untapped European markets Allwyn is a scaled operator with opportunities to take business model to new markets Current European operating markets Key European opportunities US opportunities New market opportunities AT CZ GR&CY IT UK NL EU US Lottery license tenders and privatizations Increasing stakes in existing businesses M&A opportunities Disciplined and selective approach operating markets 21 Source: H2GC 1) Lottery market wagers as of 2022E; includes gross wagers for State Lottery lottery-style games only (i.e. excludes VLTs / Sportsbetting / Offshore Lottery)


LOGO

Preferred Applicant UK National Lottery License Tender1 22 Source: Company information, UK Gambling Commission 1) The award of the UKNL license is currently being contested in a legal challenge. Unless the challenge is successful, Allwyn Entertainment Ltd will be confirmed as the incoming UKNL operator and, subject to a successful period of transition, would become the operator of the UKNL with effect from February 2024.


LOGO

The UK National Lottery is one of the Largest in Europe UK Lottery Market Overview (2021E) Camelot UK Lottery Key Financials(1) NGR (Łm) UK France Italy Ł728 Ł684 Ł722 Ł656 56.5m 52.5m €2,638bn €2,462bn €1,775bn FY18 FY19 FY20 FY21 EBITDA(2) (Łm) €176 €267 €354 Ł142 Ł140 Ł130 Ł115 UK National Lottery Annual GGR (Łm) 3,897 4,026 3,802 3,400 3,558 FY18 FY19 FY20 FY21 3,278 2,774 2,580 2,470 Capex and investment in intangibles (Łm) Ł22 Ł25 Ł16 Ł16 2000A 2005A 2010A 2015A 2020A 2021E 2022E 2023E 2024E Digital as 0% 3% 13% 18% 31% 42% 44% 46% 49% FY18 FY19 FY20 FY21 % of Total Source: H2GC, Camelot annual reports 23 Note: GBP:EUR spot rate of 1.18 applied, sourced from Capital IQ as of 27-May-22 Disclaimer: Camelot historical results are not necessarily indicative of Allwyn’s business plan or expected results 1) Camelot UK Lottery fiscal year ends on 31-Mar 2) D&A includes depreciation on property, plant, and equipment, depreciation on right-of-use assets, and amortisation on intangible assets


LOGO

US Lottery Opportunity Substantial total US lottery market with $103bn in annual ticket sales1 and significant scope for growth from both retail and iLottery channels (current penetration of 6%) 2022E Total US Lottery Market1 ($bn) Total US Lottery Market1 is Estimated to Grow at a CAGR of 7% from 2019A to 2022E US iLottery US Retail Lottery WA MT ND MN $0.03 NH ’19A –’22E $1.03 $0.07 $0.76 32% 6% $0.40 CAGR ME WI $0.35 SD VT $0.82 OR ID $0.08 $0.17 % Total 6% 94% $0.44 $0.41 WY NY MI $0.03 $8.43 IA $7.54 MA # of NE $0.44 $6.18 10 45 $0.24 PA States5 CA IL 2 $6.33 NV IN OH RI $9.64 UT $3.36—$1.92 $3.85 3 $0.32—CO NJ 2022E $0.86 CT KS MO WV $4.04 $6.1bn $96.5bn $1.52 Market Size $0.35 $1.75 KY $0.27 VA DE $1.42 $3.04 $0.24 MD TN 4 OK NC DC $2.89 $0.26 $2.04 $3.77 $0.23 Cohn Robbins’ relationships and expertise AZ NM AR $1.62 $0.16 $0.69 SC MS $2.57 AL Gary D. Cohn $0.50 GA TX -$5.60 • Vice Chairman of IBM since January $7.22 LA $0.60 2021 • Former assistant to POTUS for Economic Policy and Director of the AK—FL National Economic Council $8.11 Private operator model Clifton S. Robbins HI—• Founded Blue Harbour Group in 2004 Retail and iLottery presence • Previously Managing Member of Retail lottery presence only General Atlantic Partners 1) Source: Defined H2GC, as State gross Lotteries, ticket sales Company for State filings. Lottery lottery style games only (i.e. excludes VLTs / Sportsbetting / Offshore) 24 2) 3) Privately Privately operated operated by by IGT North Indiana, Star New a wholly-owned Jersey, a JV between subsidiary IGT of and IGT Scientific Games 4) 5) iLottery 10 states launched include North in Dec-20 Dakota, as a Michigan, result of Illinois, emergency Kentucky, rules Pennsylvania, adopted during Virginia, the COVID-19 North Carolina, pandemic Georgia, New Hampshire, Rhodes Island and D.C. (excludes New York, Maine, Maryland which operate under online subscription management model)


LOGO

Delivering on our growth strategies Allwyn has consistently both delivered organic growth and implemented its buy-and-build strategy Pro rata NGR (€mm) +33% +17% (9%) 1,165 66 +37% 221 90 960 119 877 +36% 51 157 819 65 (202) 131 597 440 25 +6% +30% +11% +26% +6% +11% (21%) +12% +25% +8% 2016A 2017A 2018A 2019A 2020A 2021A Organic growth (%) Inorganic growth (%) 2019A-2021A CAGR (%) 25 Source: Company information


LOGO

Strong revenue, profit and cash-flow momentum expected to continue Excluding potential contribution from lottery tenders1 2023 Projections based on organic growth only Pro rata NGR (€mm) CAGR NGR growth +17.3% No contribution 1,661 1,817 from UKNL 1,165 (expected 819 960 877 to start in 2024)3 2018A 2019A 2020A 2021A 2022E 2023E Pro rata Adj. EBITDA (€mm) Adj. EBITDA CAGR margin +18.8% No 819 contribution 573 751 from UKNL 346 419 365 (expected to start in 2024)3 2018A 2019A 2020A 2021A 2022E 2023E Pro rata Adj. EBITDA –capex (€mm) Cash CAGR conversion2 +11.5% Reflecting 540 UKNL up-315 392 332 front costs 2018A 2019A 2020A 2021A 2022E 2023E Source: Company information, Management estimates (subject to material change) Note: Stoiximan consolidated in OPAP from 2021A onwards Impact of UKNL up-front costs 26 1) Forecast growth for 2023E also excludes potential contribution from M&A 2) Calculated as (Adj. EBITDA – capex) / Adj. EBITDA 3) The award of the UKNL license is currently being contested in a legal challenge. Unless the challenge is successful, Allwyn Entertainment Ltd will be confirmed as the incoming UKNL operator and, subject to a successful period of transition, would become the operator of the UKNL with effect from February 2024.


LOGO

Already realized initiatives and tangible upsides underpin Adj. EBITDA forecasts Pro rata Adj. EBITDA (€mm) Does not include any impact from UK National Lottery (concession +31% expected begins to begin February February 2024)2024) 1 +9% growth growth €69 €819 €96 €751 €82 €573 ? OPAP stake increase ? Recovery of physical ? Increased online sales ? Acquisition of stake retail in Greece and ? Resilient physical retail in Betano Cyprus and Austria ? Cross-sell ? Increased online sales ? Resilient physical retail ? Cross-sell 2021A Adj. EBITDA Inorganic Growth Organic Growth 2022E Adj. EBITDA Organic Growth 2023E Adj. EBITDA 27 Source: Company information, Management estimates (subject to material change) 1) Selected as Preferred Applicant for UK National Lottery. The award of the UKNL license is currently being contested in a legal challenge. Unless the challenge is successful, Allwyn Entertainment Ltd will be confirmed as the incoming UKNL operator and, subject to a successful period of transition, would become the operator of the UKNL with effect from February 2024


LOGO

Expected strong balance sheet Pro rata financial leverage1 Expected strong de-levering profile, driven by: – Expected robust Adj. EBITDA growth 1 – Expected significant free cash 3.1x flow generation 0.5x Deleveraging shown reflects UKNL4 up-front 2.4x costs but no further material investment in 0.4x 1.9x M&A or tenders 0.4x Expected significant available balance sheet capacity creating financing and strategic optionality – Expected leveragable stable cash flows – Willingness to operate above 3x leverage2 on temporary basis for M&A 2021PF 2022PF 2023PF Pro forma pro rata financial leverage2 Standalone pro rata financial leverage2 Adjusted for expected primary proceeds3 Unadjusted for expected primary proceeds Source: Company information, Management estimates (subject to material change) 2) 1) Refers Pro forma to leverage for OPAP stake at Allwyn increase AG. Defined from 41.2% as to Adj. 48.2% net since debt YE-21 / LTM and Adj. a EBITDA; €170 mm net debt one time position dividend as of paid Dec-YE. prior to closing in Q1-22 28 3) Includes impact of expected expected primary free cash proceeds flow and of acquisition $332mm / of € Betano 310mm in from Q2-22 SPAC transaction (assuming no redemptions), and €322mm of convertible notes expected to be outstanding at transaction close. 2022PF and 2023PF leverage include the 4) Selected operator as and, Preferred subject Applicant to a successful for UK period National of transition, Lottery. The would award become of the UKNL the operator license is of currently the UKNL being with effect contested from in February a legal 2024 challenge. Unless the challenge is successful, Allwyn Entertainment Ltd will be confirmed as the incoming UKNL


LOGO

Experienced board and management team Robert Chvatal Kenneth Morton StepanDlouhy Jan Matuska Tony Khatskevich CEO CFO CIO COO CTO ntonella Pederiva Jana Zabova Iva Horcicova Jonathan Handyside Head of Government Affairs Head of HR Head of Capital Markets Group General Counsel Karel Komarek Robert Chvatal Pavel Saroch Katarina Kohlmayer ? Founder of KKCG ? CEO of Allwyn ? CIO of KKCG ? Group CFO of KKCG ? Founder of the Proměny ? Previous experience at T- ? Previous experience at ? Previous experience at Foundation Mobile, Procter & Gamble and Ballmaier & Schultz, Prague Morgan Stanley and Reckitt Benckiser Securities, ATLANTIK VTB Capital Chairman Executive Director Non-independent Director Non-independent Director Cliff Robbins Lord Sebastian Coe Roland Ruprecht ? Co-founder of Cohn Robbins ? President of World ? Member of EXPERTsuisse and Athletics Association of Lichtenstein ? 35+ years of investment experience ? Former member of Certified Accountants ? Founder and former CEO of UK parliament ? Former partner at Ernst & Blue Harbour Group Young Cohn Robbins Director(1) Independent Director Independent Director 29 1) Expected to be considered independent under NYSE rules. Gary Cohn to assume role of Special Advisor to the Chairman


LOGO


LOGO

Transaction sources and uses Sources Uses ($mm) (€mm) ($mm) (€mm) Cohn Robbins cash in trust1 829 774 Cash to PF company balance sheet 332 310 Common PIPE proceeds 353 330 Cash consideration to existing shareholders 750 701 Existing shareholders rollover 6,613 6,180 Existing shareholder rollover 6,613 6,180 Estimated fees and expenses 100 93 Total sources 7,794 7,284 Total uses 7,794 7,284 • All transaction proceeds (net of transaction expenses) will be paid out to existing shareholders if gross transaction proceeds are less than or equal to $850mm (the minimum cash requirement). If gross transaction proceeds exceed the minimum cash requirement, incremental transaction proceeds will be applied to the Company balance sheet until the primary proceeds amount is equal to 1/3 of the total transaction proceeds (net transaction expenses). Thereafter, transaction proceeds (net of transaction expenses) will be allocated on a pro rata basis 1/3 to primary proceeds, which will be applied to the Company balance sheet, and 2/3 to secondary proceeds, which will be distributed to Company shareholders Note: Assumes no redemptions from Cohn Robbins SPAC Trust and assumes $353m common PIPE proceeds; EUR:USD spot rate of 1.07 applied, sourced from CapIQ, as of 27-May-22 31 1. Cohn Robbins cash in trust as of 31-March-22


LOGO

Pro forma valuation and transaction highlights Key transaction highlights PF Valuation at $10.00 / Share Expected ~$9.6bn / ~€9.0bn Total Enterprise Value at deal – ($mm) (€mm) ~10.9x EV / 2023E Adj. EBITDA Illustrative share price 10.00 9.35 Expected ~$9.0bn / ~€8.4bn Total Enterprise Value on a discounted basis for SPAC / PIPE investors – ~10.3x EV / 2023E Adj. EBITDA2 (x) PF shares outstanding 800.8 800.8 PF equity value 8,008 7,484 Existing Allwyn shareholders expected to be awarded (+) Existing Adj. net debt (YE-21A)1 1,571 1,468 30.0mm common shares subject to earn-out3 Expected pro forma ownership:2, 4 Existing Allwyn shareholders: 83% At Deal—PF TEV / 2023E Adj. EBITDA 10.9x 10.9x Cohn Robbins public shareholders: 11% PIPE shareholders: 5% Cohn Robbins sponsor: 1% PF TEV / 2023E Adj. EBITDA (SPAC / PIPE Investors)2 10.3x 10.3x KKCG, the majority shareholder of Allwyn, is expected to hold multiple-voting shares including customary Implied PF Adj. net debt / 2022E Adj. EBITDA 2.0x 2.0x sunset provisions Implied PF Adj. net debt / 2023E Adj. EBITDA 1.8x 1.8x The transaction is expected to close in Q3-22 Note: Assumes no redemptions from Cohn Robbins SPAC Trust and assumes $353mm common PIPE proceeds; EUR:USD spot rate of 1.07 applied, sourced from CapIQ, as of 27-May-22; Adj. net debt as of Dec-21A, includes €322mm of convertible notes expected to be outstanding at transaction close, pro forma for OPAP stake increase and acquisition of Betano in Q2-22. Excludes impact of expected free cash flow and a €170 mm one time dividend prior to closing. Forecast financials for Allwyn are 1) presented Includes on a € 322mm pro rata of basis convertible and sourced notes from expected management to be outstanding estimates at (subject transaction to material close change). Cohn Robbins cash in trust as of 31-March-22 2) Includes impact from expected bonus pools for non-redeeming Cohn Robbins shareholders and PIPE shareholders, with potential for up to combined incremental 9.4mm common shares to be issued. Bonus pool for PIPE and non-redeeming 3) shareholders 15.0mm of earnout is variable shares based to vest on at number $12.00 share of redemptions. price and 15.0mm Shares underlying to vest at $ CRHC 14.00 warrants expected to be adjusted by the same ratio 32 4) Excludes impact from expected 30.0mm earnout shares to existing Allwyn shareholders and 26.5% Founder Share earnout vesting at $12.00 / $14.00. Reflects 16% Founder Share forfeiture. Excludes Cohn Robbins SPAC public and private warrants


LOGO

Allwyn compares favorably to primary lottery peers Strong NGR growth coupled with highest cash conversion among lottery comparables • Demonstrated ability to enter new geographies, most recently being chosen as preferred bidder in UK tender1 • Track-record of operational efficiency and improvements • 5 international markets in operation with a 6th in progress1 Multi-national Lottery Operator Single market lottery operators 3 2 4 17.3% 5.0% 5.2% 5 45.1% 23.9% 21.0% 18.2% 8.9% 9.3% Reflects UKNL up- front spend – 2021 6 66.2% 82.1% 82.5% Cash Conversion of 94.4% €19bn wagered ~€19bn 2021A wagered with ~AU$7bn 2021A wagered with with 9.4% CAGR 7 mid-single digit CAGR growth projected mid-single digit CAGR projected growth projected Source: Note: All Company financials information, calendarized H2GC, to Dec-YE Capital unless IQ as otherwise of 27-May-22 stated. 1) become The award the of operator the UKNL of license the UKNL is currently with effect being from contested February in 2024 a legal challenge. Unless the challenge is successful, Allwyn Entertainment Ltd will be confirmed as the incoming UKNL operator and, subject to a successful period of transition, would 3) 2) Reflects Based on valuation pro rata for Allwyn The financials Lottery Corporation sourced from published management by equity estimates research (subject broker in to May-22, material sourced change) from Refinitiv; calendarized due to TLC fiscal year ending 30-Jun 33 4) 5) Adj. Refers EBITDA to revenue margin instead calculated of NGR, with as respect NGR not to applicable revenue instead of NGR, as NGR not applicable Superior performance 6) 7) Defined Represents as Adj. Australia EBITDA lottery – capex market / Adj. EBITDA. For Tabcorp, represents all business segments, not just the Lottery and Keno segment


LOGO

Comparable Company Analysis TEV / 2023E Adj. EBITDA Positive Tailwinds At deal3 Discounted4 Single Market Lottery Operator Diversified Gaming peers • Allwyn is one of the largest multi-market Represents illustrative impact of UKNL tender1 17.2x lottery operators • Historic growth has 13.1x outpaced peer comps 10.9x 10.3x 10.9x 9.4x • Further potential from upside from shift to digital and merger activity • 2023E EBITDA figure does not include (Including Bonus Shares) impact from the UKNL 2019-2023E Adj. EBITDA CAGR Tender1. 18.2% 18.2% • UKNL 2021A EBITDA of €165mm 10.7% Illustrative impact of UKNL 8.9% 9.3% Tender 7.0% Figures in €mm TEV: 8,952 EBITDA: 819 +1652 = 984 Illustrative Multiple: 9.1x (Including Bonus Shares) Source: Note: EUR:USD FactSet, spot Cap rate IQ, of Company 1.07 applied, provided sourced information, from CapIQ, Wall as Street of 27-May-22. research. Market data as of 27-May-22 3) Based CapIQ, on as pro of 27-May-22 rata Allwyn financials sourced from management estimates (subject to material change) and pro forma EV of €9.0bn; does not 34 1) The be confirmed award of the as the UKNL incoming license is UKNL currently operator being and, contested subject to in a a successful legal challenge. period Unless of transition, the challenge would become is successful, the operator Allwyn Entertainment of the UKNL with Ltd effect will 4) Based include on the pro impact rata Allwyn of expected financials bonus sourced shares from management estimates (subject to material change) and pro forma EV of €8.4bn; includes 2) Based from February on Camelot 2024. annual report for the year ended 31-Mar-21, c.Ł140mm EBITDA converted to € at spot rate of 1.18 EUR per GBP, sourced from impact underlying of expected CRHC warrants bonus expected shares. Bonus to be pool adjusted for PIPE by and the non-redeeming same ratio shareholders is variable based on number of redemptions. Shares


LOGO

Cohn Robbins’ view on value • Cohn Robbins believes that Allwyn is undervalued at the 10.9x 2023E Adj. EBITDA deal multiple and that the transaction presents an attractive entry point for investors relative to what Cohn Robbins believes are Allwyn’s core lottery peers – Single Market lottery operator FDJ trades at 10.9x 2023E Adj. EBITDA1, and The Lottery Corporation is valued at 17.2x 2023E Adj. EBITDA1 • Cohn Robbins’ investment thesis is based on Allwyn’s scalable lottery platform with significant barriers to entry, the resiliency of the business model with high margins and free cash flow conversion and the potential future top line growth borne out of the digital transformation of lottery – Cohn Robbins’ view of value for Allwyn does not incorporate potential upside from ongoing UK tender process or further international expansion Illustrative Price per Share at Different Multiples FV / 2023E EBITDA Discounted2 At Deal3 Growth Implied Multiple 4 0.6x 0.6x 0.7x 0.8x 0.8x 0.9x Firm Value $8,986 $9,579 $11,393 $12,269 $13,145 $14,022 Pro Forma Equity Value $7,415 $8,008 $9,821 $10,698 $11,574 $12,451 Pro Forma Fully Diluted Shares Outstanding5 800.8 800.8 824.1 827.1 847.3 849.5 Illustrative ROI @ various multiples 0.0% 8.0% 28.7% 39.7% 47.5% 58.3% • This table is for illustrative purposes only and is not a prediction of future performance or a guarantee of future results. Actual results may differ materially, as they involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and are based on potentially inaccurate assumptions. Accordingly, you should not place undue reliance on this table, which speaks only as of the date of this Presentation. Neither Cohn Robbins nor Allwyn undertakes any obligation to publicly revise this table to reflect circumstances or events after the date hereof or to reflect the occurrence of unanticipated events. You should, however, review the disclaimer on slides 2 and 3 of this Presentation. Note: Source: Assumes Company no redemptions information, Press from Releases, Cohn Robbins SPAC Trust and assumes $353mm common PIPE proceeds; EUR:USD spot rate of 1.07 applied, sourced from CapIQ, as of 27-May-22; Adj. net debt as of Dec-21A, includes €322mm of convertible notes expected to be outstanding at transaction close, pro forma Robbins for cash OPAP in stake trust as increase of 31-March and acquisition -22 of Betano in Q2-22. Excludes impact of expected free cash flow and a €170 mm one time dividend prior to closing. Forecast financials for Allwyn are presented on a pro rata basis and sourced from management estimates (subject to material change). Cohn 1) 2) Capital Based on IQ pro as of rata 27 -Allwyn May-22 financials sourced from management estimates (subject to material change); includes the impact of expected bonus shares 3) expected Based on pro to be rata adjusted Allwyn by financials the same sourced ratio. from management estimates (subject to material change); does not include the impact of expected bonus shares. Bonus pool for PIPE and non-redeeming shareholders is variable based on number of redemptions. Shares underlying CRHC warrants 35 4) 5) Reflects Based on expected 18.2% 2019 impact -2023E of EBITDA shares CAGR underlying 42.2mm total Sponsor and SPAC public warrants net exercised into shares using TSM. Reflects expected impact from 30.0mm earnout shares to existing Allwyn shareholders and 26.5% Founder Share earnout vesting at $12.00 / $14.00. Reflects expected 16% Founder Share forfeiture


LOGO

Summary of investment opportunity Leading lottery led entertainment platform Scaled business that is expected to generate $876mm / €819mm of 2023E EBITDA1 High operating barriers to entry Positioned to capitalize from continued shift to digital Attractive organic and inorganic growth opportunities with expected significant available balance sheet capacity Potential for substantial upside from UK / US opportunity Opportunities to invest at compelling transaction value relative to industry comps Expected bonus pools for non-redeeming Cohn Robbins shareholders, with potential for up to combined incremental 6.6mm common shares to be issued further reducing entry price2 Note: EUR:USD spot rate of 1.07 applied, sourced from CapIQ, as of 27-May-22. All financials calendarized to Dec-YE 2) 1) Includes Based on impact management from expected estimates bonus (subject pools to for material non-redeeming change) Cohn Robbins shareholders and PIPE shareholders, with potential for up to combined incremental 9.4mm common shares to be issued. Bonus pool for PIPE and non-36 redeeming shareholders is variable based on number of redemptions. Shares underlying CRHC warrants expected to be adjusted by the same ratio


LOGO


LOGO

Bonus pool structure • Non-redeeming SPAC public shareholders to receive a pro-rata portion of a 6.6mm bonus pool of shares at the closing • As redemptions increase, cost basis to SPAC public shareholders decreases, creating a tontine-style incentive structure • Bonus shares to be received by each non-redeeming shareholder capped at 80% redemptions Mm except per-share amounts SPAC Non-Redeeming Shares 82.8 74.5 66.2 58.0 49.7 (+) Bonus Shares 6.6 6.6 6.6 6.6 6.6 Total Shares Issued to SPAC S/H 89.4 81.1 72.9 64.6 56.3 SPAC Non-Redeeming Shares 82.8 74.5 66.2 58.0 49.7 (x) Illustrative $10.00 Purchase Price $10.00 $10.00 $10.00 $10.00 $10.00 Cost of SPAC Non-Redeeming Shares $828 $745 $662 $580 $497 (/) Total Shares to SPAC S/H 89.4 81.1 72.9 64.6 56.3 Basis $9.50 /H $9.25 S Cost e AC $9.00 SP rativ t o $8.75 Illust 0% 5% 10% 15% 20% 25% 30% 35% 40% Illustrative Redemptions 38 1) Redemption level at which the minimum cash condition is expected to be met (40.02%).


LOGO

Pro forma structure PIPE Existing Allwyn shareholders shareholders Shareholders 17% 83% 100% 1 59.7%2 100.0% 48.2%3 32.5% 100.0%4 UK National Lottery Customary minority rights; Control; fully consolidated Control; fully consolidated Control; fully consolidated equity method accounting Cohn Robbins SPAC Trust and and assumes $353m common PIPE proceeds. Includes impact from expected bonus pools for non-redeeming Cohn Robbins shareholders and PIPE shareholders, with potential 4mm common shares to be issued. Bonus pool for PIPE and non-redeeming shareholders is variable based on number of redemptions. Shares underlying CRHC warrants expected to be adjusted by the same ed 30.0mm earnout shares to existing Allwyn shareholders and 26.5% Founder Share earnout vesting at $12.00 / $14.00. Reflects 16% Founder Share forfeiture. Excludes Cohn Robbins SPAC public and private ating companies as of Dec-21; does not include holding companies, service companies or other minor operating entities owned by Allwyn .n , key AG, entity previously in segment SAZKA Entertainment AG in is segment currently. being Economic contested interest in as a legal of 26—challenge Apr-22 following . Unless purchase the challenge of minority is successful, interest Allwyn in SAZKA Entertainment Delta and through Ltd will be open confirmed market purchases as the incoming UKNL operator and, subject to a successful period of transition, the UKNL with effect from February 2024.


LOGO

Our financials explained Amounts Consolidated financials • Amount of wagers placed by customers wagered • Reported under IFRS • Impacted by changes in ownership and consolidation Players’ scope • Winners’ pay-outs winnings • Reflect 100% of Greece and Cyprus and Austria businesses, Italian business as equity method investee C Gross gaming revenue (GGR) Segment financials • Tax base (usually GGR) multiplied by rate; Gaming Taxes • 100% basis varies based on type of game and country • Used to review and analyze performance of each With the exception of Italy where revenues are based on: individual segments C E Net gaming revenue (NGR) Amounts wagered x Commission • Agents’ commissions (variable, calculated as a % NGR) OPEX • IT related costs from gaming suppliers (semi-variable) Pro rata financials Costs • Other expenses include rental, content fees (fixed) • Alternative view that reflects the economic interest in each segment SG&A • Personnel expenses • Used to review overall performance • Marketing expenses (flexible in medium term) • Basis for internal reporting, KPIs, covenants E EBITDA 40


LOGO

Online lottery grows total wagers in markets where it has been introduced Online lottery generally expands total market size and does not cannibalize the retail lottery market’s growth European retail and digital lottery wagers1 +26% +7% +32% +36% +68% Total Total Total Total Total growth growth growth growth growth +500% +47% +164% +88% Digital Digital Digital Digital growth growth growth growth 2015A 2019A 2015A 2019A 2015A 2019A 2015A 2019A 2015A 2019A France UK Ireland Hungary Czech Republic Retail wagers Digital wagers 41 Source: H2GC Note: 1) Digital Scaled increase to reflect calculated 2015A total as wagers growth within in digital each wagers country from 2015A – 2019A, as a percentage of digital wagers for 2015A 2) No data for Czech 2015A digital


LOGO

AllwynSelected Preferred Applicant for UK National Lottery License Tender in March 20221 UK National Lottery Overview2 AllwynUK Operations and Partnerships • State-licensed national lottery; established in the UK in 1994 UK • Currently operated by Camelot UK Lotteries; licence was granted in 1994, 2001, and 2007 • Extensive retail network; ~44k retailers represent ~70% of sales • Team of UK and • Europe’s largest online lottery by sales; > 7.5m active registered players international experts with considerable • ~94% of the UK population live or work within 1 mile of a National Lottery Terminal experience in the UK’s • Global leader in retail, gaming, digital and lottery games, • Online ticket sales accounted for almost a third of all ticket sales in FY20 entertainment sectors sports betting and technology License Competition Milestones The Gambling Commission, as the regulator of the National Lottery, issues the license to operate the lottery 28 Aug 2020 26 Oct 2020 February 2024 4th National Lottery license Invitation to Apply issued to all Expected start date for Fourth competition was launched applicants who passed initial National Lottery license which Selection Questionnaire will last 10 years 19 Oct 2020 15 Mar 2022 Final applications submitted by 4 groups: Camelot, Allwyn, Allwyn announced as the Preferred Applicant for the Fourth National Lottery Sisal, and The New Lottery Company; which is the largest license number of applicants since the lottery’s founding The award of the license is currently being contested in legal proceedings. Upon the Gambling Commission making the Award Notification, it is expected to enter Source: Company information, UK Gambling Commission. into legal arrangements with the preferred bidder to start transition period 42 1) The award of the UKNL license is currently being contested in a legal challenge. Unless the challenge is successful, Allwyn Entertainment Ltd will be confirmed as the incoming UKNL operator and, subject to a successful period of transition, would become the operator of the UKNL with effect from February 2024. 2) Based on Camelot disclosure as per FY2020A public financial reporting


LOGO

Impact of COVID on our top-line Strong performance in segments not impacted by COVID, COVID impacted segments remained below 2019 levels in 2021 % Growth Growth: 12.8% % Growth % Growth Growth: 2.5% Growth: (9.2%) Q1-19 Q2-19 Q3-19 Q4-19 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 Q3-21 Q4-21 Q1-19 Q2-19 Q3-19 Q4-19 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 Q3-21 Q4-21 Q1-19 Q2-19 Q3-19 Q4-19 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 Q3-21 Q4-21 Austrian Lotteries Czech Republic Greece—Stoiximan Italy Austria—domestic and international casinos Greece (excl. Stoiximan) Total NGR • Austrian Lotteries, Czech Republic, Italy, • Greece physical retail, Austrian casinos • Q4-21 Group NGR was 3% above Q4-19 on Stoiximan an organic basis1 – Heavily impacted in H1-21 – Minimal COVID-19 impact after the first • Total Q4-21 Group NGR was 29% above wave in Q1 / Q2-20 – largely Good recovery in line with in Q3-21, pre-pandemic with NGR Q3- Q4-19, reflecting both organic and 19 levels on organic basis inorganic growth – benefiting Strong performance from rapid since customer then, shift to an online – impact Q4-21 NGR from 9% COVID-19 lower than restrictions Q4-19 due to – NGR in Q4-21 13% higher than in Q4-19 (pre-pandemic) on organic basis1 43 1) Note: Pro Greece rata financials calculations not for pro each forma quarter for subsequent illustratively acquisitions based on current of additional stakes interests as of Q4-21 in OPAP to demonstrate organic growth


LOGO

Summary of adjustments to operating EBITDA Operating EBITDA 2019 2020 2021 2019 2020 2021 Austria 211 147 232 Austria adjustments Czech Republic 95 84 107 Casino Linz insurance gain + restructuring non- – (4) (1) personnel costs Greece and Cyprus 413 260 555 Argentina arbitration gain – – (16) Italy 396 311 409 Other – – (5) Corporate – SAZKA Group (27) (30) (14) Total Austria adjustments – (4) (21) Corporate – Allwyn – – (39) Czech Republic adjustments Gain from cancellation of obligation to acquire entity – (2) – Adjustments to Operating EBITDA Charitable donation to support disaster relief and other – – 4 Austria – (4) (21) Total Czech Republic adjustments – (2) 4 Czech Republic – (2) 4 Greece and Cyprus adjustments Greece and Cyprus 1 66 23 Hellenic Lotteries minimum gaming tax adjustment – 38 25 Italy – – –Litigation provision (16) 5 (1) Corporate – SAZKA Group 10 15 7 COVID-19 related extraordinary costs – 10 (4) Corporate – Allwyn – – 16 Other non-recurring costs and write-offs 17 13 3 Total Greece and Cyprus adjustments 1 66 23 Adjusted EBITDA Corporate adjustments –SAZKA Group Austria 211 143 211 Inorganic business development costs 10 15 20 Czech Republic 95 82 111 Arbitration gain – – (13) Greece and Cyprus 413 326 578 Total Corporate adjustments –SAZKA Group 10 15 7 Italy 396 311 409 Corporate adjustments –Allwyn Corporate – SAZKA Group (17) (15) (7) Inorganic business development costs — 16 Corporate – Allwyn – – (23) Total Corporate adjustments –Allwyn — 16 44


LOGO

Risk factors The risks presented below are certain of the general risks related to Allwyn AG (or “Swiss NewCo,” following the closing of the Business Combination) (the “Company”) (the Company, together with its subsidiaries, joint ventures and associates, the “Group”), Cohn Robbins Holdings Corp. (“SPAC”) and the Proposed Business Combination between the Company and SPAC (the “Business Combination”) and such list is not exhaustive. The list below has been prepared solely for purposes of the Business Combinations, and solely for potential investors in the Business Combination, and not for any other purpose. You should carefully consider these risks and uncertainties, and should carry out your own diligence and consult with your own financial and legal advisors concerning the risks and suitability of such an investment before making an investment decision. Risks relating to the business of the Company are included in the Form F-4 filed by the Company with the SEC on May 20, 2022. The risks presented in such filings are consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of the Company and SPAC and the Business Combination, and may differ significantly from, and be more extensive than, those presented below. Risks Related to the Group’s Industry and Business • Risks related to COVID-19 and related public health measures; • Risks related with the strict and ongoing regulation of the lottery and gaming industry; • Risks related to the maintenance of licenses and concessions in each jurisdiction, which may be dependent on shareholders also meeting specific regulatory requirements; • Risks related to the potential loss, modification, or challenges to Allwyn AG’s licenses and concession agreements; • Changes in tax regimes, tax audits, tax penalties, and special levies and fees; • Risks related to Allwyn AG’s potential inability to respond to future changes in technology; • Risks related to government actions, political events or other changes in the countries in which Allwyn AG operates; • Risks related to the competitiveness of the gaming industry; • Risks related to the illegal lottery and gaming market and competitors whose legal status is unclear; • Inability to successfully obtain the expected benefits from existing or future strategic investments, partnerships and acquisitions; • Risks related to not wholly owning several of the entities that operate Allwyn AG’s businesses and that account for a substantial portion of its GGR; • Risks related to the use of a network of agents for product distribution; • Reliance on a low number of suppliers; • Allwyn AG’s business model depending upon the continued comparability between its platforms and the major mobile operating systems and upon third-party platforms for its product distribution; • Risks related to Allwyn AG’s business and third parties’ failure to maintain effective compliance procedures and policies; • Risks related to the negative perception and publicity about the lottery and gaming industry; • Technical failures and security breaches of operating systems and networks; • Risks related to pay-out fluctuations or betting outcomes; • Fluctuations in the timing and frequency of sporting events during the calendar year; • Inability to successfully maintain and enhance Allwyn AG’s brands; • Risks related to the name change and rebranding from SAZKA Entertainment to Allwyn; • Uncertainties about consumer preferences for lotteries and games; • Identification of a material weakness and a potential failure to maintain effective and proper internal controls; • Swiss NewCo’s Slovakian auditor is not currently subject to PCAOB inspection; • Uncertainties surrounding Allwyn AG’s online offerings; • Risks related to data leakage; • Risks related to work stoppages or other labor disputes; • Inability to attract, train or retain key management and qualified employees; • Taxation of unrealized foreign exchange gains; • Failure to maintain adequate insurance for Allwyn AG’s business activities; • Risks related to the breach of intellectual property rights; • Risks related to Allwyn AG’s substantial indebtedness; • Control exerted by the existing major shareholder of Allwyn AG; • Risks related to additional tax liabilities; • Uncertainties surrounding Allwyn AG’s financial projections of Allwyn AG and its subsidiaries; • Risks relating to Allwyn AG’s substantial indebtedness; 45


LOGO

Risk factors (Continued) Risks Related to the Company’s Industry and Business • Risks relating to the conflict between Russia and Ukraine; • A potential adverse affect on Allwyn AG’s operations by ongoing developments in Russia, Ukraine and surrounding countries; • Unstable market and economic conditions are expected to have additional global consequences; • Swiss NewCo is not guaranteed to become the next UKNL (as defined below) operator; and • Camelot’s (as defined below) recent results and past performance may not be indicative of Swiss NewCo’s future results and performance. Risks Relating to the Swiss NewCoShares • Lack of prior public trading of the Swiss NewCo Class B Shares; • Risks related to the Swiss NewCo Class B Shares not being listed in the Company’s home jurisdiction, and the resulting lack of shareholder protections under Swiss law; • KKCG’s voting control will limit or preclude the ability of other shareholders to influence corporate matters; • Risks related to the dual-class share structure depressing the Swiss NewCo Class B Shares’ trading price; • Compliance with gaming regulatory requirements by certain shareholders; • Risks related to the issuance of additional debt or equity securities and its resulting dilution of other shareholdings; • Shareholders may not have, or be entitled to exercise, preferential subscription rights in future equity offerings; • Risks related to shareholder’s rights and responsibilities under Swiss law, which will differ in some respects from the rights and obligations of shareholders under the laws of other jurisdictions; • Risks related to Allwyn AG’s reliance on its subsidiaries to make dividend payments and distributions; and • Exchange rate risk for shareholders or investors whose principal currency is not the euro. Risks Related to the Business Combination • Lack of operating or financial history; • Risks associated with the COVID-19 pandemic; • Inability of Cohn Robbins and Allwyn AG to enter into certain transactions that might otherwise be beneficial to Cohn Robbins, Allwyn AG or their respective shareholders during the pre-closing period; • Loss of key management personnel and other key employees; • Third-party delays; • Differences in voting for the Business Combination between the Cohn Robbins Sponsor LLC and Cohn Robbins’ shareholders; and • Waiving conditions to the Business Combination. Risks if the Adjournment Proposal is Not Approved • The Cohn Robbins Board will not have the ability to adjourn the extraordinary general meeting of shareholders to, among other things, solicit further votes and the Business Combination will not be approved. Risks if the Business Combination is Not Consummated • Cohn Robbins would cease all operations except for the purpose of winding up; • You will not have any rights or interests in funds from the Cohn Robbins’ trust account (the “Trust Account”) except under limited circumstances; • Public shareholders of Cohn Robbins may not receive any redemption payments from the Trust Account until after September 11, 2022; • If the Business Combination is not consummated, a potential target may perceive leverage over Cohn Robbins in negotiating an initial business combination; and • Resources could be used to research acquisitions that are not completed and, if an initial business combination is not completed by September 11, 2022, Cohn Robbins’ public shareholders may receive only approximately $10.00 per share (or less than $10.00 per share in certain circumstances). 46


LOGO

Risk factors (Continued) Risks Related to Cohn Robbins • There is no guarantee that a Cohn Robbins shareholder’s decision to redeem shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position; • If a Cohn Robbins shareholder fails to comply with the redemption requirements specified herein, they will not be entitled to redeem their Cohn Robbins public shares; • If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of 15% of the public shares, you will lose the ability to redeem all such shares in excess of 15% of the Cohn Robbins public shares; • The Cohn Robbins Initial Shareholders and Cohn Robbins’ officers and directors have interests that are different, or in addition to, the interests of Cohn Robbins’ shareholders and a conflict of interest may have existed in determining whether the Business Combination is appropriate; • Certain Cohn Robbins shareholders and Cohn Robbins’ officers and directors agreed to vote in favor of the Business Combination; • Cohn Robbins Sponsor LLC or any of Cohn Robbins’ directors, officers or advisors may elect to purchase Cohn Robbins stock or public warrants prior to the consummation of the Business Combination; • Cohn Robbins’ public warrants and private placement warrants are accounted for as liabilities; • Cohn Robbins has identified a material weakness in its internal controls over financial reporting; • Cohn Robbins (and Swiss NewCo, following the Business Combination) may face litigation and other risks as a result of the material weakness in Cohn Robbins’ internal controls over financial reporting; • Each of Cohn Robbins and Allwyn AG will incur significant transaction and transition costs in connection with the Business Combination; • The exercise of redemption rights with respect to a large number of Cohn Robbins public shares could increase the probability that the Business Combination would be unsuccessful; • Cohn Robbins’ public shareholders will experience immediate dilution in the Business Combination; • A third-party valuation was not obtained in determining whether or not to pursue the Business Combination; • Founders holding certain shares control the election of the Cohn Robbins Board until the consummation of a business combination; • Cohn Robbins’ discretion in agreeing to changes or waivers in the Business Combination Agreement may result in a conflict of interest; • Subsequent to consummation of the Business Combination, Swiss NewCo may be exposed to unknown or contingent liabilities; • Investors will not have the same benefits as an investor in an underwritten public offering; • The Trust Account could be reduced in the event third parties bring claims against Cohn Robbins; • The Cohn Robbins Board may decide not to enforce the indemnification obligations of Cohn Robbins Sponsor LLC; • Risks relating to a winding-up or bankruptcy or insolvency position; • Cohn Robbins shareholders may be held liable for claims by third parties against Cohn Robbins; • Risks relating to Cohn Robbins’ status as incorporated under the laws of the Cayman Islands and • A provision in Cohn Robbins’ warrant agreement may make it more difficult for Cohn Robbins to consummate the Business Combination. Risks Related to the Redemption of Cohn Robbins Class A Shares • As the number of redemptions of Cohn Robbins shares increase, the implied value of Swiss NewCo shares ultimately issuable to Cohn Robbins’ shareholders will also increase; and • Cohn Robbins has a minimum cash condition, which may make it more difficult for Cohn Robbins to complete the Business Combination. 47