Allwyn SPAC

Pro forma valuation and transaction highlights Illustrative share price (x) PF shares outstanding PF equity value PF Valuation at $10.00/ Share (+) Existing Adj. net debt (YE-21A)¹ PF Total Enterprise Value (TEV) At Deal - PF TEV / 2023E Adj. EBITDA PF TEV / 2023E Adj. EBITDA (SPAC/PIPE Investors)² Implied PF Adj. net debt / 2022E Adj. EBITDA Implied PF Adj. net debt / 2023E Adj. EBITDA 1) 2) 823 ($mm) 10.00 800.8 8,008 1,571 9,579 10.9x 10.3x 2.0x 1.8x (cmm) 9.35 800.8 7,484 1,468 8,952 10.9x 10.3x 2.0x 1.8x Key transaction highlights ✔ Expected ~$9.6bn / ~€9.0bn Total Enterprise Value at deal - ~10.9X EV / 2023E Adj. EBITDA ✔ Total Value discounted basis for SPAC/PIPE investors - ~10.3x EV / 2023E Adj. EBITDA² ✔ Expected bonus pool of 6.6mm common shares for non- redeeming Cohn Robbins shareholders² Existing Allwyn shareholders expected to be awarded 30.0mm common shares subject to earn-out³ ✔✔ Expected pro forma ownership:2, 4 Existing Allwyn shareholders: Cohn Robbins public shareholders: PIPE shareholders: Cohn Robbins sponsor: ✔ 83% 11% 5% 1% ✔✔ KKCG, the majority shareholder of Allwyn, is expected to hold multiple-voting shares including customary sunset provisions 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 presented on a pro rata basis and sourced from management estimates (subject to material change). Cohn Robbins cash in trust as of 31-March-22 Includes €322mm of convertible notes expected to be outstanding at transaction close 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 15.0mm of earnout shares to vest at $12.00 share price and 15.0mm to vest at $14.00 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 I allwyn

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