Information Document Pursuant to Article 1 para. 4(h) of Regulation (EU) 2017/1129
Information Document
Pursuant to Article 1 para. 4(h) of Regulation (EU) 2017/1129 in connection with
the special distribution paid from share premium in the form of shares of
the same class as the ones in respect of which such special distribution is paid
Issuance date: 2 April 2026
This information document (the “Information Document”) has been prepared by Allwyn AG (the “Company”) (a public limited liability company (société anonyme) existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Business Register (Registre de Commerce et des Sociétés de Luxembourg) under number B306096, with LEI number 213800M4NRGFJCI34834, and with its registered office located at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand-Duchy of Luxembourg) to fulfil the requirements of article 1 para. 4(h) of Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the “Prospectus Regulation”), in connection with the special distribution to be paid from share premium to existing shareholders in the form of shares of the same class as the shares in respect of which such distribution is paid.
The board of directors of the Company (the “Board”) decided in its meeting held on 24 March 2026 to implement a scrip dividend programme funded out of the share premium account (the “Scrip Programme”). On 30 March 2026, the Board approved a special distribution of €0.80 per common share to be paid from the Company’s share premium account and the increase of the Company’s share capital to issue, to the extent necessary, additional common shares (the “New Shares”) under the existing authorised share capital. In accordance with Article 1 para. 4(h) of the Prospectus Regulation, the Company has prepared this Information Document to inform the investment public of the following:
Reasons for the Offer
The Company’s intention is to provide flexibility to its shareholders by granting each shareholder the option to re-invest the amount of the special distribution corresponding to such shareholder (the “Distribution Entitlement”) in the Company by electing to receive, at its discretion, all or part of its Distribution Entitlement in the form of ordinary shares in the Company (instead of cash). The Scrip Programme is intended to support Allwyn’s long-term investment strategy and enhance shareholder value, while also continuing its high-yield dividend policy.
Details of the Offer, Number and Nature of the New Shares
- Each Eligible Shareholder (as defined below) that is a beneficiary of the special distribution has a right to receive its Distribution Entitlement.
- The right to receive the special distribution, either in the form of shares, or in cash, or by way of combination of the two options, is granted to the shareholders of the Company who are registered in the records of the Dematerialised Securities System (“DSS”) on Thursday, 9 April 2026 (the “Record Date”) (each, an “Eligible Shareholder”), while as of Wednesday, 8 April 2026, the shares of the Company will be trading without the right to receive the amount of the special distribution (cut-off date).
- Each Eligible Shareholder may elect to receive its Distribution Entitlement in the form of common shares of the Company (instead of cash), either in whole or in part, (the “Election Right”) within the Election Period. As used herein, the “Election Period” means the 14-day period commencing on the first business day following the Record Date, i.e., Tuesday, 14 April 2026, to (and including) Monday, 27 April 2026.
- The Election Right can be exercised throughout the Election Period on business days and during business hours by submitting a written declaration to the participants in the DSS to that effect.
- No fractions of common shares will be issued and, as a result, the reinvestment of the Distribution Entitlement will be made for an amount corresponding to an integer number of common shares. Any portion of an Eligible Shareholder’s Distribution Entitlement that such shareholder has elected to reinvest in New Shares that corresponds to a fraction of share will be paid to such shareholder in cash on the Distribution Payment Date (as defined below).
- If the shareholders elect to receive New Shares, the share capital of the Company will be increased accordingly, and New Shares will be issued, which will be credited in the share and the securities account provided by each Eligible Shareholder who elects to receive New Shares.
- The New Shares will be common shares, with a par value of €0.30, will have the same rights and benefits as, and will rank pari passu in all respects with, all other existing and outstanding common shares of the Company. The New Shares will have the right to dividends and other entitlements for which the relevant record date falls on or after the date of their issuance. All New Shares will be subject to the provisions of the articles of association of the Company and will belong to the same class of securities and will be delivered in dematerialised form. The total amount of the share premium value will be added to the account “Share Premium Account”.
- The New Shares will be issued at a price equal to the volume weighted average price (VWAP) of the Company’s common share over the five (5) trading days ending on the trading day immediately preceding the end of the Election Period, i.e., from Monday, 20 April 2026, to (and including) Friday, 24 April 2026.
- The New Shares are not subject to transaction costs.
- Admission to trading of the New Shares is expected to take place on the same day with the date of the payment of the special distribution, which is expected to take place on Monday, 4 May 2026 (the “Distribution Payment Date”).
As a result of the aforementioned share capital increase, article 3 of the articles of association of the Company will be amended, in order to incorporate the amendments in the share capital of the Company and the number of the New Shares, to the extent it increases as a result of such issuance and share capital increase.
Finally, it is clarified that any Eligible Shareholder who does not exercise, either in whole or in part, its Election Right during the Election Period and, therefore, does not participate in the aforementioned share capital increase, either in whole or in part, will receive either the total amount or the remaining amount (as the case may be) of its Distribution Entitlement in cash.
Robert Chvatal and Jonathan Handyside are responsible for the preparation of the present Information Document and the accuracy of its content.
This Information Document can be obtained by interested parties in hard copy from the registered office of the Company in Luxembourg, at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand-Duchy of Luxembourg, and in electronic form on the website of the Company (https://www.allwyn.com/regulatory-announcements).
For more information, interested parties may contact the Company’s Investor Relations Department, at the email ir@allwyn.com.
FOR ALLWYN AG
Robert Chvatal and Jonathan Handyside