Allwyn Financing Czech Republic 2 a.s.
Annual Financial Report
2023
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
2
Contents
Allwyn Financing Czech Republic 2 a.s. and Its Role in the Group ...................................................... 3
BALANCE SHEET .............................................................................................................................13
INCOME STATEMENT .....................................................................................................................15
STATEMENT OF CHANGES IN EQUITY ............................................................................................16
STATEMENT OF CASH FLOW ..........................................................................................................17
Explanatory Notes to the Financial Statements ................................................................................18
Independent Auditor’s Report ........................................................................................................24
Report of the Board of Directors on relations ...................................................................................30
Annex – List of Related Entities as of 31 December 2023 .............................................................34
Corporate Governance Statement ....................................................................................................40
Other Regulatory Disclosures ............................................................................................................46
Statement by the Board of Directors .................................................................................................47
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
3
Allwyn Financing Czech Republic 2 a.s. and Its Role in the Group
GENERAL INFORMATION ABOUT THE COMPANY
Company name: Allwyn Financing Czech Republic 2 a.s.
(formerly SAZKA Group Financing (Czech Republic) 2, a.s.)
Registered office: Evropská 866/71, Prague 6 – Vokovice, 160 00, Czech Republic
Registered number: 097 71 522
VAT registration number: N/A
LEI (Legal Entity Identifier): 3157007PIKBBYIDV4842
Commercial court: Commercial Register administered by the Municipal Court in Prague
Commercial Register File: B 25942
Date of Establishment: 10 December 2020
Date of Incorporation: 22 December 2020
Legal form: joint-stock company
Web: https://www.allwynentertainment.com/
Investor’s Hub: https://www.allwynentertainment.com/investors/sazka-group-debt-
investor-hub
DESCRIPTION OF COMPANY’S ACTIVITIES
Pursuant to Article 3 of the Articles of Association, Allwyn Financing Czech Republic 2 a.s. (the “Company”) was
established to hold shares and interests in domestic and foreign companies, enterprises and other entities
operating in various fields, including gaming and lotteries. The Company was also established to carry
on the business of renting real estate.
The Company did not conduct any business before 2023. On 5 October 2022, the Company changed its
previous business name SAZKA Group Financing (Czech Republic) 2, a.s. to its current business name
consistently with the rebranding of the Group.
The Company is a special purpose financing company (SPV) of the parent Group, Allwyn International a.s.
(“Allwyn International” and, together with its subsidiaries, the “Group”), which is the guarantor of the Czech
bonds SAZKA SG 5.20/24 (ISIN: CZ0003522930) (the “Czech Bonds”). The commitments arising from the Czech
Bonds were transferred to the Company by Allwyn International on 24 March 2023. The Company’s ability
to repay the bonds in the future depends on the solvency of the parent company Group, which is inherently
linked to the parent Group’s financial and operating performance.
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
4
GENERAL INFORMATION ABOUT THE PARENT COMPANY AND THE GROUP
Allwyn International, a joint stock company, was incorporated on 2 April 2012 and registered
in the Commercial Register maintained by the Municipal Court in Prague, Section B, Insert 18161. Allwyn
International’s registered office is at Evropská 866/71, 160 00 Prague 6, Czech Republic and its Identification
Number is 242 87 814. Allwyn International’s domicile is the Czech Republic.
Allwyn International carries out management, strategic business development and financing activities
for the Group and holds interests in other Group companies. A significant part of the business of the Group
and its business strategy is realised through its participation in its joint ventures and associates.
Allwyn International is wholly owned and directly controlled by Allwyn AG, a company organized and existing
under the laws of Switzerland, having its registered office at Weinmarkt 9, 6004 Lucerne, Switzerland,
registered number CHE-366.705.452.
Neither the Company, Allwyn International nor Allwyn AG are licensed to conduct business in the gaming
and lottery market on their own.
Allwyn AG is a part of KKCG group under KKCG AG, a company established and existing under the laws
of Switzerland, having its registered office at Kapelgasse 21, 6004 Lucerne, Switzerland, registration number
CHE-326.367.231. KKCG AG is wholly owned by KKCG Holding AG, a company organized and existing under
the laws of Switzerland and having its registered office in Switzerland. The sole shareholder of KKCG Holding
AG is Valea Holding AG, a company organized and existing under the laws of Liechtenstein and having its
registered office in Liechtenstein. The sole shareholder of Valea Holding AG is Valea Foundation, existing under
the laws of Liechtenstein. Valea Foundation per se is not controlled by any other person, nor does any other
person hold shares in it. The designated sole beneficiary of Valea Foundation is Mr. Karel Komárek.
The following persons are registered in the Czech register of beneficial owners in relation to the Company:
Mr. Karel Komárek, born in March 1969, the nature of the beneficial owner's position: indirect beneficial
owner; beneficial owner pursuant to Section 4 of Act No. 37/2021 Coll. Details of the facts establishing
beneficial ownership: decisive influence in relation to the corporation(s) with direct shareholding, size
of shareholding: 100%; and
Mr. Igor Rusek, born in July 1959, the nature of the beneficial owner's position: indirect beneficial owner;
beneficial owner pursuant to Section 4 of Act No. 37/2021 Coll., details of the facts constituting beneficial
ownership: decisive influence over corporation(s) with direct shareholding, size of shareholding: 100%.
PRINCIPAL ACTIVITY OF THE GROUP
The principal activity of the Group is the operation of lotteries and other similar games in accordance with
applicable legislation, i.e. the operation of numerical and instant lotteries, iGaming, casinos, sports and odds
betting and other similar games.
In addition to lottery and other gaming activities, the Group also engages in certain non-lottery business
activities through its points of sale and terminals (e.g. telecommunication and payment services) and provides
certain technology and content to third parties.
1. COMPOSITION OF THE GROUP
The Group comprises several major operating entities and subgroups, as well as a number of entities whose
contribution to the consolidation is negligible.
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
5
The following table presents Allwyn’s effective ownership interest in major operating components
of the Group as of 31 December 2023 and 31 December 2022.
Effective interest
Note
Country of
incorporation
31/12/2023 31/12/2022
Major operating entities:
Allwyn Entertainment Ltd (“Allwyn UK”)
(a)
United Kingdom
subsidiary
100.00%
100.00%
Allwyn North America Inc. (formerly
“Camelot Global Lottery Services (North
America) Inc.”)
(b) United States subsidiary 100.00% --
Allwyn Lottery Solutions Limited (formerly
“Camelot Global Lottery Solutions Limited”)
(b) United Kingdom subsidiary 100.00% --
Camelot UK Lotteries Limited (“Camelot UK”)
(c)
United Kingdom
subsidiary
100.00%
--
Casinos Austria AG (“CASAG”) subgroup
(d)
Austria
subsidiary
59.70%
59.70%
including Österreichische Lotterien GmbH
(“Austrian Lotteries”) subgroup
(e) Austria subsidiary 53.52% 53.52%
OPAP S.A. (“OPAP”) subgroup
(f)
Greece and
Cyprus
subsidiary 50.71%
(1)
49.84%
(2)
including Stoiximan Ltd (“Stoiximan”)
(3)
(g)
Malta
subsidiary
42.84%
42.11%
SAZKA a.s. (“SAZKA”)
(h)
Czech Republic
subsidiary
100.00%
100.00%
LottoItalia S.r.l. (“LottoItalia”)
(i)
Italy
associate
32.50%
32.50%
Kaizen Gaming International Limited (“KGL”)
(j)
Malta
associate
36.75%
36.75%
(1)
Interest is adjusted for OPAP’s treasury shares.
(2)
Interest is not adjusted for OPAP’s treasury shares. Excluding OPAP’s treasury shares from the share count, this represents an economic interest
of 50.09% as of 31 December 2022.
(3)
The change in the effective interest of Stoiximan corresponds to the change in the effective share of OPAP.
(a) Allwyn Entertainment Ltd is the new operator of the UK National Lottery for the 10 years beginning February 2024.
(b) Allwyn North America Inc. and Allwyn Lottery Solutions Limited are together referred to as “Allwyn LS Group” (formerly
“Camelot LS Group”). Allwyn LS Group operates the Illinois Lottery under a private management agreement through its
operating company, Allwyn Illinois LLC (formerly “Camelot Illinois LLC”), and partners with the Arkansas Scholarship Lottery
to enhance its lottery operations. Allwyn LS Group also provides gaming technology solutions and content to Group entities and
third-party customers.
(c) Camelot UK Lotteries Limited was the operator of The National Lottery in the UK until the end of its licence in January 2024.
(d) Casinos Austria AG subgroup is the exclusive operator of lotteries, onshore online gaming and land-based casinos in Austria.
(e) Österreichische Lotterien GmbH subgroup holds exclusive licences to provide draw-based lottery games, instant lotteries,
onshore online gaming, football pools and VLTs in Austria.
(f) OPAP S.A. subgroup is the exclusive operator of numerical lotteries, instant lotteries, land-based sports betting, VLTs and horse
racing in Greece and also operates in Cyprus.
(g) Stoiximan Ltd operates an online gaming business in Greece and Cyprus.
(h) SAZKA a.s. is the market leader in the Czech Republic for numerical lotteries and instant lotteries.
(i) LottoItalia S.r.l. is the exclusive operator of fixed odds numerical lotteries in Italy.
(j) Kaizen Gaming International Limited operates online sports betting and iGaming in multiple countries.
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
6
2. ACCESS TO INFORMATION ABOUT THE GROUP
The Group issues and publicly presents its annual and quarterly consolidated financial statements including
management discussion and analysis of the results on www.allwynentertainment.com
Please find below a summary of key consolidated metrics and commentary on overall financial performance
of the parent Group.
3. SELECTED CONSOLIDATED FINANCIAL INFORMATION OF THE GROUP
Selected information from the Consolidated statement of comprehensive
income and key non-IFRS metrics monitored by the management
In millions of EUR
2023 2022
Revenue from gaming activities (“GGR”)
7,549.4
3,811.3
Revenue from non-gaming activities
328.7
176.9
Total Revenue
7,878.1
3,988.2
Net Revenue*
3,589.0
2,531.4
Operating EBITDA*
1,334.2
1,132.3
Adjusted EBITDA*
1,484.6
1,167.4
Profit from operating activities
943.6
871.0
Finance costs, net
(235.5)
(154.9)
Profit before tax
708.1
716.1
Profit after tax
519.9
571.2
Attributable to:
- Owners of the Company
233.7
195.8
- Non-controlling interests
286.2
375.4
*Net Revenue, Operating EBITDA and Adjusted EBITDA are non-IFRS metrics monitored by the management.
Selected information from the Consolidated statement of financial position
31/12/2023
31/12/2022
ASSETS
Total non-current assets
5,120.7
4,577.9
Total current assets
3,034.4
1,647.2
Total assets
8,155.1
6,225.1
LIABILITIES
Total non-current liabilities
4,507.9
3,259.0
Total current liabilities
2,788.3
1,506.1
Total liabilities
7,296.2
4,765.1
EQUITY
Total equity attributable to owners
(180.5)
251.2
Non-controlling interest
1,039.4
1,208.8
Total equity
858.9
1,460.0
Consolidated Net Debt
31/12/2023
31/12/2022
Cash and cash equivalents
1,811.3
1,208.3
External loans and borrowings
4,133.8
2,903.4
Net debt
2,322.5
1,695.1
Lease liabilities
123.5
130.4
Net debt + leases
2,446.0
1,825.5
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
7
Selected information from the consolidated statement of Cash Flows
2023
2022
Cash generated from (+) / used in (-) operations
1,355.2
1,117.0
Net cash generated from (+) / used in (-) operating activities
915.0
828.2
Net cash generated from (+) / used in (-) investing activities
(360.4)
(135.3)
Net cash generated from (+) / used in (-) financing activities
47.3
(763.5)
Net decrease (-) / increase (+) in cash and cash equivalents
601.9
(70.6)
4. FINANCIAL PERFORMANCE OF THE GROUP
2023 was another year of record financial performance, reflecting good results across all geographies, as well
as the contribution from the acquisitions of Camelot UK and Allwyn LS Group (formerly Camelot LS Group;
together, the ”Camelot Acquisitions”) in the first quarter of the year.
Consolidated Total Revenue increased by 98% year-on-year in 2023, to €7,878.1 million, primarily driven by
the contribution of the Camelot Acquisitions. Excluding the effect of these acquisitions (i.e. on a comparable
basis) consolidated Total Revenue increased 6% year-on-year, reflecting good performance across all our
existing markets.
This strong organic growth was driven by the online channel, with physical retail remaining resilient. All product
lines saw Revenue from gaming activities (“GGR”) growth year-on-year, despite unusually unfavourable
EuroMillions jackpot cycles impacting the development of Numerical Lotteries (draw-based games)
and industry-wide customer-friendly sports betting results in Q3. In 2023, there were only 14 draws
for EuroMillions with a jackpot above €100 million, compared with 33 such draws in 2022. In Q4, the
development of Total Revenue excluding the Camelot Acquisitions was good overall, increasing 4%
year-on-year, driven by strong growth in the Czech Republic and Greece and Cyprus, while on an as reported
basis Total Revenue increased 97% year-on-year. Consolidated Adjusted EBITDA increased 27% year-on-year
in 2023, to €1,484.6 million, with an Adjusted EBITDA margin of 41.4% (of Net Revenue). The decline
in Adjusted EBITDA margin year on year (-4.7pp) reflects mix effects owing to the Camelot Acquisitions.
Excluding the Camelot Acquisitions, Adjusted EBITDA margin increased 2.3pp, resulting in Adjusted EBITDA
growth of 12%, reflecting good performance in our existing geographies and a strong contribution from equity
method investees. In Q4, Adjusted EBITDA increased 30% year-on-year, or 15% year-on-year excluding
the Camelot Acquisitions. CAPEX increased by 50% year-on-year in 2023, to €102.1 million. The increase was
largely the result of investment relating to Allwyn UK’s start of operation of The National Lottery in the United
Kingdom, following award of the next licence in 2022 after an extensive, competitive tender process. Allwyn
UK successfully commenced operation of The National Lottery on 1 February 2024, under the new
licence. Adjusted Free cash flow was €1,382.5, an increase of 26% year-on-year, broadly in line with
the increase in Consolidated Adjusted EBITDA despite the uptick in CAPEX, owing to our low level of capital
intensity overall. On a pro rata basis, Total Revenue increased 137%, to €8,006.2 million, and Adjusted EBITDA
increased 48%, to €1,156.1 million. The business models of the Camelot Acquisitions differ from those of our
existing markets; hence, consolidated metrics and margins of this year’s quarters are not directly comparable
to prior periods. We note that general consumer sentiment has been impacted by inflationary pressures.
However, our business saw only a limited impact, with revenues remaining resilient due to the low price point
of our products and low average spend per customer, as well as our large number of regular players. Our
profitability was also supported by the fact that a significant portion of our costs is directly linked to revenues
and the low proportion of energy in our cost base.
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
8
5. KEY STRATEGIC DEVELOPMENTS IN 2023
Acquisitions of Camelot UK
In February, the Group acquired and began to consolidate Camelot UK, the incumbent operator of The National
Lottery in the United Kingdom under a licence that ran until 31 January 2024.
Acquisition of Camelot LS Group
In March, the Group acquired and began to consolidate Allwyn LS Group (formerly referred to as “Camelot LS
Group”). Allwyn LS Group operates the Illinois Lottery under a private management agreement through its
operating company, Allwyn Illinois LLC (formerly Camelot Illinois LLC), partners with the Arkansas Scholarship
Lottery to enhance its lottery operations, and includes a technology arm that provides products and services
to lotteries and their players in Europe and North America.
Greece & Cyprus (OPAP)
In June, the Group increased its shareholding in OPAP by 0.34% to 50.18% of OPAP’s total shares outstanding
(including treasury shares) through participation in OPAP’s scrip dividend programme. Excluding treasury
shares from the share count, this represented an economic interest in OPAP of 50.43%.
In September, OPAP’s Board of Directors resolved to conduct a share buyback programme
of up to €150 million, subject to market and general economic conditions. The programme is intended
to increase OPAP shareholders’ remuneration.
The introduction of the buyback follows the successful implementation of a 5-year dividend reinvestment
programme (the scrip dividend programme), which has not been renewed.
In October, OPAP initiated purchases under the share buyback programme and, by 31 December 2023, had
purchased shares amounting to 0.56% of its total shares, for total consideration of €31.1 million. As a result,
Allwyn’s economic interest in OPAP (excluding treasury shares from the share count) increased by a further
0.28% to 50.71% as of 31 December 2023.
Dividend and loan to Allwyn AG
In June, the Company distributed a €600.0 million dividend and provided a €51.5 million loan to its parent
company, Allwyn AG, in order to effect the repayment of the preferred shares issued by Allwyn AG that were
held by funds advised by Apollo Global Management Inc. The Company also provided an additional
€200.0 million loan to Allwyn AG for further distribution to its shareholder.
In November, the Company provided a €126.7 million loan to Allwyn AG, of which €100.0 million was
distributed to Allwyn AG’s shareholder and €26.7 million was used for a final true-up payment in connection
with the repayment of the preferred shares.
6. GROUP ARRANGEMENTS IN 2023
Partial repayment of Czech Bonds
In January, the bondholders of Allwyn International’s CZK 6.0 billion bonds approved their transfer from Allwyn
International to the Company, a 100%-owned subsidiary of Allwyn International, at a bondholders’ meeting.
Bondholders who either voted against the transfer or abstained were eligible to exercise an early repayment
option, which was exercised by 51.1% of the total bondholders, representing a nominal value of CZK 3.1 billion
(equivalent of €129.5 million as of date of transaction).
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
9
Syndicated bank loan
In February and March, Allwyn International and its subsidiary Allwyn Entertainment Financing (UK) plc drew
€132.6 million from a €303.1 million facility available under the Allwyn syndicated bank loan. Proceeds were
used to repay holders of the Czech Bonds who exercised their put option. The remainder of the €303.1 million
facility remains available.
In February and March 2023, Allwyn International increased the size of its syndicated bank loan with accordion
facilities of €335.0 million, due in 2029. In March 2023, Allwyn International drew €250.0 million under these
facilities. In June, Allwyn International drew a further €42.5 million and in August Allwyn International drew
the remaining €42.5 million under these facilities.
During the year, £23.7 million (approximately €27.3 million as of 31 December 2023) of term loans were drawn
under a £380.0 million (approximately €437.2 million as of 31 December 2023) multi-purpose facility available
under the syndicated bank loan. The proceeds were used to finance Allwyn UK, which was preparing
for commencing the operation of The National Lottery in the United Kingdom under a new licence, which took
place in February 2024.
€1.3 billion bond issuance
In April, the Group issued €665.0 million in aggregate principal amount of 7.250% senior secured notes due
2030, and $700.0 million in aggregate principal amount of 7.875% senior secured notes due 2029.
Out of the $700m 7.875% SSNs due 2029, $600.0 million was swapped to Euro at an interest rate of 7.01% plus
credit charges.
Redemption of senior secured notes due 2024
In May, Allwyn International redeemed the full principal amount of its €300.0 million of 4.125% senior secured
notes due 2024 at a redemption price of 101.03% plus accrued interest.
Pledge of OPAP shares
In November, the Group pledged the OPAP shares held by Allwyn Greece & Cyprus Holding Ltd as shared
security under the terms of the intercreditor agreement dated 16 December 2020. As a result, 100%
of the Group’s shares in OPAP are now pledged under the intercreditor agreement.
7. THE EXPECTED DEVELOPMENT OF THE GROUP'S ACTIVITIES
Agreement to acquire a majority stake in Instant Win Gaming (IWG)
In February 2024, Allwyn announced an agreement to acquire a 70% ownership interest in IWG, to enhance
the Group’s content offering. IWG is a leading supplier of online instant games to lotteries and works with more
than 25 national and state lotteries around the globe, having a strong North American presence.
IWG reported EBITDA of £18.2m for the financial year ending 30 April 2023.
The transaction is anticipated to close in the second half of 2024, subject to the satisfaction of customary
closing conditions.
Allwyn financing arrangements
In March 2024, the Company increased the size of its syndicated bank loan with accordion facilities
of €500.0 million, due in 2030. Concurrent with signing the accordion facilities, the Company cancelled
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
10
£188.8 million of undrawn commitments under a £380.0 million (€437.2 million equivalent) multi-purpose
facility available under the Senior Facilities Agreement.
Distribution to Allwyn AG
In February 2024, the Company provided a loan of €250.0 million to its parent company Allwyn AG for further
distribution to its shareholder.
Allwyn LS Group
In March 2024, Allwyn made a payment of USD 10.5 million (approximately €9.7 million), representing
the outstanding contingent consideration relating to its purchase of Allwyn LS Group in March 2023.
Greece and Cyprus: OPAP share buyback programme
In October, OPAP initiated purchases under a share buyback programme of up to €150.0 million.
As of 20 March 2024, OPAP had purchased shares amounting to 1.0% of total shares outstanding, for total
consideration of €58.5 million. As a result, Allwyn’s economic interest in OPAP (excluding treasury shares
from the share count) increased to 50.94% as of 20 March 2024.
8. INFORMATION ON THE USE OF THE PROCEEDS OF THE BOND ISSUE
The Czech Bonds were issued in September 2019. They were offered for the purpose of financing companies
in the Group in connection of increasing the equity interests in OPAP and general corporate purposes.
Remaining amount is unallocated.
9. EVENTS DURING THE REPORTING PERIOD
Russian invasion of Ukraine and Middle East crisis
The Company has not been materially impacted by the Russian invasion of Ukraine. The Company does not
have any operations in Ukraine, Russia or Belarus, and its suppliers have not experienced any material
disruptions.
The Company has not been materially impacted by the Middle East crisis. The Company does not have any
operations in the affected region and our suppliers have not experienced any material disruptions.
Macroeconomic environment
Increases in base interest rates together with the issuance of new bonds resulted in an increase
in the Company’s interest expense.
Climate-related matters
Given the nature of Company’s operations and the markets in which the Company operates, the Company is
exposed to climate-related matters only through the overall impact of climate-related matters
on the macroeconomic environment. Climate-related matters have no specific impact on significant
accounting estimates and judgements made by the Company.
10. THE EXPECTED DEVELOPMENT OF THE COMPANY'S ACTIVITIES
The Company’s role during 2024 is to pay the ninth and tenth interest income payments to the bondholders
on 23 March 2024, resp. 23 September 2024 and to repay the principal amount of the Czech Bonds on their
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
11
final maturity date on 23 September 2024. The interest payments and the principal amount will be repaid
from the receivable against the Allwyn International a.s.
Risk factors
Allwyn Financing Czech Republic 2 a.s. is exposed only to the risk of default on the intragroup loan (see details
in Explanatory Notes to the Financial Statements, see Note 3).
As to the risk of the Group to which Allwyn Financing Czech Republic 2 a.s. belongs, please
refer to the description under the section captioned “Risk Factors” in the Annual Report and Accounts 2023 of
Allwyn International a.s. available at
https://www.allwynentertainment.com/investors/sazka-group-
debt-investor-hub/financial-reports, 2023 folder, FY 2023 Allwyn International Annual report pages 43 et
seq. The occurrence of any of the risks and uncertainties described therein, individually or in aggregate, could
have a material adverse effect on our business, prospects, results of operations and financial condition.
Allwyn Financing Czech Republic 2 a.s. Financial
Statements
31 December 2023
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
13
Financial statements
BALANCE SHEET
Company name: Allwyn Financing Czech Republic 2 a.s.
Identification number: 09771522
Legal form: Joint stock company
Primary business: bond issuer and lender
Balance sheet date: 31 December 2023
Date of preparation of the financial statements: 25 April 2024
BALANCE SHEET
(in thousand Czech crowns)
Ref. ASSETS Row 31.12.2023 31.12.2022
a
Gross Provision Net Net
b c 1 2 3 4
TOTAL ASSETS 001 2,983,918 - 2,983,918 1,959
C. Current assets 037 2,983,918 - 2,983,918 1,959
C.
II.
Receivables 046 2,980,350 - 2,980,350 10
C.
II.
1. Long-term receivables 047 - - - 10
C.
II.
1. 4. Deferred tax asset 051 - - - 10
C.
II.
2. Short-term receivables 057 2,980,350 - 2,980,350 -
C.
II.
2. 1. Trade receivables 058 113 - 113 -
C.
II.
2. 2.
Receivables - controlled or
controlling entity
059 2,980,237 - 2,980,237 -
C.
IV.
Cash 075 3,568 - 3,568 1,949
C.
IV.
2. Cash at bank 077 3,568 - 3,568 1,949
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
14
Ref.
LIABILITIES AND EQUITY
Row
31.12.2023
31.12.2022
a
b
c
5
6
TOTAL LIABILITIES AND EQUITY 082 2,983,918 1,959
A. Equity 083 5,147 1,950
A.
I.
Share capital 084 2,000 2,000
A.
I.
1 Share capital 085 2,000 2,000
A.
IV.
Retained earnings / Accumulated losses 099 (50) (6)
A.
IV.
1 Retained earnings or (accumulated losses) 100 (50) (6)
A.
V.
Profit / (loss) for the current period 102 3,197 (44)
B.
+C.
Liabilities 104 2,978,771 9
C.
Payables 110 2,978,771 9
C.
II.
Short-term payables 126 2,978,771 9
C.
II.
1 Bonds issued 127 2,977,652 -
C.
II.
1 2 Other bonds 129 2,977,652 -
C.
II.
4
Trade payables 132 381 9
C.
II.
8 Other payables 133 738 -
C.
II.
8. 5. Taxes payables 141 738 -
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
15
INCOME STATEMENT
Company name: Allwyn Financing Czech Republic 2 a.s.
Identification number: 09771522
Legal form: Joint stock company
Primary business: bond issuer and lender
Balance sheet date: 31 December 2023
Date of preparation of the financial statements: 25 April 2024
INCOME STATEMENT
(in thousand Czech crowns)
Ref. TEXT Row Accounting period
2023 2022
a b c 1 2
A. Cost of sales 03 419 52
A. 3. Services 06 419 52
F. Operating expenses - other 24 3
-
F. 5. Other operating expenses 29 3
-
* Operating result 30 (422) (52)
VI. Interest income and similar income 39 122,288
-
VI. 1. Interest income and similar income - subsidiaries or parent company 40 122.288
-
J. Interest expense and similar expenses 43 117,900
-
J. 2. Other interest expense and similar expenses 45 117,900
-
K. Other financial expenses 47 21
1
* Financial result 48 4,367 (1)
** Net profit / (loss) before tax 49 3,945 (53)
L. Income tax 50 748
(9)
L. 1. Due income tax 51 738
-
L. 2. Deferred income tax (+/-) 52 10
(9)
** Net profit / (loss) after tax 53 3,197 (44)
*** Net profit / (loss) for the financial period 55 3,197 (44)
* Net turnover for the financial period 56 122,288 -
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
16
STATEMENT OF CHANGES IN EQUITY
Company name: Allwyn Financing Czech Republic 2 a.s.
Identification number: 09771522
Legal form: Joint stock company
Primary business: bond issuer and lender
Balance sheet date: 31 December 2023
Date of preparation of the financial statements: 25 April 2024
STATEMENT OF CHANGES IN EQUITY
(in thousand Czech crowns)
Share Capital
Accumulated losses / Retained
earnings
Total
As at 1 January 2022 2,000 (6) 1,993
Net profit for the current period - (44) (44)
As at 31 December 2022 2,000 (50) 1,950
Net profit for the current period - 3,197 3,197
As at 31 December 2023 2,000 3,147 5,147
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
17
STATEMENT OF CASH FLOW
Company name: Allwyn Financing Czech Republic 2 a.s.
Identification number: 09771522
Legal form: Joint stock company
Primary business: bond issuer and lender
Balance sheet date: 31 December 2024
Date of preparation of the financial statements: 25 April 2024
STATEMENT OF CASH FLOW
(in thousand Czech crowns)
Ref.
TEXT
Accounting period
2023
2022
a
b
1
2
P.
Cash flows from operating activities
Z.
Net profit before tax
3,945 (53)
A. 1.
Adjustments to reconcile profit or loss to net cash provided by or used in operating
activities
(4,388) -
A. 1. 5.
Interest expenses (+), except of interest included in the valuation of fixed assets and
interest income (-)
(4,388) -
A *
Net cash flow from operating activities before tax and changes in working capital
(443) (53)
A. 2.
Cash flows from changes in current assets and short-term liabilities (+ / -)
259 2
A. 2. 1.
Change in receivables from operating activities (+/-) and accrued income
(112) -
A. 2. 2.
Change in short-term liabilities from operating activities (+/-) and prepaid expenses
372 2
A **
Net cash flow from operating activities before tax
(184) (51)
A. 3.
Interest paid, except of interest included in the valuation of fixed assets (-)
(76,338) -
A. 4.
Interest received (+)
78,141 -
A ***
Net cash flow from operating activities
1,619
(51)
Net increase/(decrease) in cash and cash equivalents
1,619 (51)
Cash and cash equivalents at the beginning of the year
1,949 2,000
Cash and cash equivalents at the end of the year
3,568 1,949
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
18
Explanatory Notes to the Financial Statements
1. GENERAL INFORMATION
1.1. Introductory information about the Company
Allwyn Financing Czech Republic 2 a.s. (formerly SAZKA Group Financing (Czech Republic) 2, a.s.)
(the “Company”) is a joint-stock company. It was incorporated on 22 December 2020 by the Municipal Court
in Prague, Section B, Insert 25942 and has its registered office at Evropská 866/71, Vokovice, 160 00 Prague 6.
Up to the date of preparation of these financial statements, the Company has not proposed allocation of profit
achieved in 2023.
1.2. Current economic situation
War in Ukraine and Middle East crisis
The Company has not been materially impacted by the war in Ukraine. The Company does not have any
operations in Ukraine, Russia or Belarus, and its suppliers have not experienced any material disruptions.
The Company has not been materially impacted by the Middle East crisis. The Company does not have any
operations in the affected region and our suppliers have not experienced any material disruptions.
2. ACCOUNTING POLICIES
2.1. Basis of preparation
The financial statements have been prepared in accordance with Generally Accepted Accounting Principles
in the Czech Republic relevant for large sized companies (this designation is automatic after company became
a Public Interest Entity on 24 March 2023) and have been prepared under the historical cost convention.
The Company has elected not to apply International Accounting Standards within the meaning of Section
19a(2) of the Act No. 563/1991 Coll., on Accounting, as amended (the “Accounting Act”) for the financial year
2023 for the reasons set out in Section 19a(2) of the Accounting Act because the Czech; Bonds issued
by the Company were admitted for trading on the regulated market on a date other than the first day
of the financial year in which the Company became the issuer.
The financial statements for period of twelve months ended 31 December 2023 were approved by the Board
of Directors on 25 April 2024.
2.2. Cash
Cash consist of cash in banks.
Cash is short-term highly liquid investments that can be exchanged for a predictable amount of cash and
no significant changes of value over time are expected.
2.3. Receivables - controlled or controlling entity (“Loans provided”) and Bonds issued
Loans provided and Bonds issued with a maturity period or with an intention of holding more than one year
are reported as long-term, and loans provided and bonds issued with a maturity period or with an intention
of holding within one year are reported as short-term.
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
19
Loans provided
An instrument is classified as instrument at amortised cost when it is held solely to collect payments of principal
amount and interest until the maturity.
The Company evaluates that expected credit loss of loans provided to related parties is not material and
consequently does not record any ECL provisions. Fair value of loans provided (Level 3) is deemed to be
materially similar as their carrying value.
Bonds issued
The fair value of bonds is deemed to be the market value. Inputs other than quoted prices that are observable
for the liability are interest rates, yield curves observable at commonly quoted intervals and credit spreads.
The fair value of debt with a variable interest rate is deemed to be the carrying amount.
Interest income and interest expense from loans provided and bonds issues are recorded applying the effective
interest rate method. Interest expense comprises interest expense on loans, bonds and other borrowings
and unwinding of discount of non-current provisions and other liabilities.
2.4. Related parties
The Company’s related parties are considered to be the following:
● Parties, which directly or indirectly control the Company, their subsidiaries and associates;
● Parties, which have directly or indirectly significant influence on the Company;
● Members of the Company’s or parent company’s statutory and supervisory boards and management and
parties close to such members, including entities in which they have a controlling or significant influence.
2.5. Cash-flow statement
The company has prepared the Cash-flow statement using the indirect method. Cash equivalents represent
short-term liquid investments, which are readily convertible for a known amount of cash.
2.6. Subsequent events
The effects of events, which occurred between the balance sheet date and the date of preparation of
the financial statements, are recognised in the financial statements in the case that these events provide
further evidence of conditions that existed as at the balance sheet date.
Where significant events occur subsequent to the balance sheet date but prior to the preparation of
the financial statements, which are indicative of conditions that arose subsequent to the balance sheet date,
the effects of these events are quantified and disclosed but are not themselves recognised in the financial
statements.
3. RECEIVABLES - CONTROLLED OR CONTROLLING ENTITYV (“LOANS PROVIDED”)
The Company has a loan receivable from Allwyn International a.s., arising from an assignment of the Czech
Bonds issued (see Note 5 below) to the Company, with the principal amount of CZK 2,936,090 thousand,
repayable in September 2024, with a fixed interest rate. Accrued unpaid interest as of 31 December 2023 was
CZK 44,147 thousand.
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
20
4. EQUITY
The Company is fully owned by Allwyn International a.s., incorporated in the Czech Republic
Share capital of the Company consist of 20 fully paid ordinary shares at par value CZK 100 thousand each. All
shares have same rights and no restrictions.
Allwyn International a.s. with its registered office at Evropská 866/71, Vokovice, 160 00 Praha 6 prepares
the consolidated financial statements of the smallest group of entities of which the Company forms a part as
a subsidiary. These consolidated financial statements are publicly available
on https://www.allwynentertainment.com/investors/sazka-group-debt-investor-hub/financial-reports .
KKCG AG with its registered office at Kapellgasse 21, 6004 Luzern, Switzerland, prepares the consolidated
financial statements of the largest group of entities of which the Company forms a part as a subsidiary.
As at the date of publicity of these financial statements, the Company had not proposed distribution of profit
earned for the year ended 31 December 2023.
The sole shareholder of the Company approved the financial statements for 2022 and decide to transfer of the
loss incurred in 2022 of CZK 44 thousand to the accumulated losses.
5. BOND ISSUED
On 23 September 2019, Allwyn International a.s. issued Czech Bonds in the nominal amount
of CZK 6,000,000 thousand which are due on 23 September 2024 with fixed interest rate of 5.20% (name
„SAZKA GR. 5,20/24“,ISIN CZ0003522930). Czech bonds include maintenance covenant, where net
indebtedness ratio must not exceed 4.5x after 31 December 2020.
In January 2023, the holders of Czech Bonds approved their transfer from the Allwyn International a.s. to the
Company at a bondholders’ meeting. Bondholders who either voted against the transfer or abstained were
given an early repayment option, which was exercised by 51.1% of the total bondholders; during February
and March, the Allwyn International a.s. repaid CZK 3,063,910 thousand.
On 24 March 2023, the Allwyn International a.s. transferred the remaining debt arising from Czech Bonds
(CZK 2,936,090 thousand) to the Company accrued unpaid interest as of 31 December 2023 was
CZK 41,562 thousand. Allwyn International a.s. as Guarantor provided a guarantee in relation to Czech bonds
of Allwyn Financing Czech Republic 2 a.s.
The current full text of the terms and conditions of Czech Bonds are available here:
cdn.allwynentertainment.com. The Company briefly outlines some of the terms and conditions of Czech
Bonds:
• Separation of the right to the proceeds of the bond, i.e. the right to receive interest on the Bond by issuing
coupons as separate securities or otherwise, is excluded.
• The transferability of the bonds is not limited.
• Neither the Company's shareholders nor any other person has any pre-emption or exchange rights
in respect of the bonds or any preferential subscription rights.
• Commencing two years from and including the issue date, the Company has the right to prepay all
outstanding bonds (in whole or in part), which right may be exercised only if the Company gives notice
bondholders not later than 37 days before the relevant Early Redemption Date.
Czech Bonds will be repaid from the receivable against the parent Allwyn International a.s.
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
21
6. PAYABLES, COMMITMENTS AND CONTINGENT LIABILITIES
Trade and other payables have not been secured against any assets of the Company and are not due after more
than 5 years.
On 9 November 2021 the Company entered into an Agreement to establish the registered office
of the Company (“Smlouva ol zřízení sídla”). The monthly fee is CZK 2,500 excluding VAT, the agreement is
concluded for an indefinite period and the notice period is 3 months.
The Company does not have any liabilities or commitments that are not recognised in the balance sheet.
The management of the Company is not aware of any contingent liabilities as of 31 December 2023.
7. RELATED PARTY TRANSACTIONS
In parts of year 2023 and 2022, the Company generated interest income and loan receivable in connection
with parent entity relating to loan provided.
(CZK’000)
Outstanding receivables from with the parent
31.12.2023 31.12.2022
Receivables - controlled or controlling entity 2,980,237 --
Total 2,980,237 --
(CZK’000)
Transactions with the parent
2023 2022
Interest income and similar income - subsidiaries or parent company (122,288) --
Total (122,288) --
(CZK’000)
Transactions with companies controlled by KKCG AG other than parent and the
Group
2023 2022
Lease expenses -- 3
Total -- 3
No loans, credits, deposits, advances were provided to the members of the Board of Directors and Supervisory
Board as of 31 December 2023.
8. EMPLOYEES
The Company has no employees.
Statutory representatives of the Company received no compensation for their services.
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
22
9. FEES PAID AND PAYABLE TO THE AUDIT COMPANY
The total fees payable for a statutory audit of the financial statements performed by the audit company
PricewaterhouseCoopers Audit, s.r.o. in 2023 amounted to CZK 358 thousand.
10. INCOME TAX
Act No. 416/2023 Coll. on Top-up taxes for large multinational groups and large domestic groups was adopted
based on EU Council Directive 2022/2523 on ensuring a global minimum level of taxation for multinational
enterprise groups and large-scale domestic groups. The aim of the Top-up taxes is to eliminate competition
between states over different corporate tax rates by introducing a single minimum tax rate to ensure equal
conditions for entities around the world and allow states to better protect their tax bases. Top-up taxes will be
collected if the calculated effective tax rate in the given jurisdiction is lower than 15%. Companies in the group
whose consolidated annual revenues reported in the consolidated financial statements of the highest parent
entity amount to €750 million in at least 2 of the 4 reporting periods immediately preceding the given tax
period are liable for Top-up taxes.
The Company expects to become a payer of the top-up taxes in the period immediately following the current
period. Top-up taxes were not considered in calculating the deferred tax. The Company expects that the tax
liability in relation to the Top-up taxes to be immaterial in the following period.
The income tax expense analysis:
(CZK’000) 2023 2022
Current tax expense (19%) 738 --
Deferred tax expense (+) / income (-) 10 (9)
Total income tax expense 748 (9)
The deferred tax as of 31 December 2022 was calculated at 19% tax rate.
The deferred tax asset analysis:
(CZK’000) 31 December 2023 31 December 2022
Deferred tax asset arising from:
Tax losses carried forward -- 10
Net deferred tax asset -- 10
The Company has no tax losses as of 31 December 2023 (31 December 2022 CZK 50 thousand).
CZK 50 thousand tax loss from 2022 was fully utilised in 2023.
11. SUBSEQUENT EVENTS
In March the Company received interest of CZK 79,465 thousand from Allwyn International and paid coupon
to its bondholders of CZK 76,338 thousand.
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
PricewaterhouseCoopers Audit, s.r.o., Hvězdova 1734/2c, 140 00 Prague 4, Czech Republic
T: +420 251 151 111, www.pwc.com/cz
PricewaterhouseCoopers Audit, s.r.o., registered seat Hvězdova 1734/2c, 140 00 Prague 4, Czech Republic, Identification Number: 40765521, registered with the Commercial Register
kept by the Municipal Court in Prague, Section C, Insert 3637, and in the Register of Audit Companies with the Chamber of Auditors of the Czech Republic under Licence No. 021.
24
Independent Auditor’s Report
To the shareholder of Allwyn Financing Czech Republic 2 a.s.
Report on the audit of the financial statements
Our opinion
In our opinion, the financial statements give a true and fair view of the financial position of
Allwyn Financing Czech Republic 2 a.s., with its registered office at Evropská 866/71, Praha 6 (the “Company”) as
at 31 December 2023, and of the Company’s financial performance and cash flows for the year ended
31 December 2023 in accordance with Czech accounting legislation.
What we have audited
The Company’s financial statements comprise:
• the balance sheet as at 31 December 2023;
• the income statement for the year ended 31 December 2023;
• the statement of changes in equity for the year ended 31 December 2023;
• the statement of cash flows for the year ended 31 December 2023; and
• the notes to the financial statements, comprising material accounting policy information and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with the Act on Auditors, Regulation (EU) No. 537/2014 of the European
Parliament and of the Council (the “EU Regulation”) and Standards on Auditing of the Chamber of Auditors
of the Czech Republic (together the “Audit regulations”). These standards consist of International Standards on Auditing
as supplemented and modified by related application guidance. Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance with the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the International Ethics Standards
Board for Accountants (IESBA Code) as adopted by the Chamber of Auditors of the Czech Republic, with the Act
on Auditors and with the EU Regulation. We have fulfilled our other ethical responsibilities in accordance with
the IESBA Code, the Act on Auditors and the EU Regulation.
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
25
Our audit approach
Overview
The overall materiality for the Company: CZK 29 million, which was
determined as approximately 1% of the total assets.
Recoverability of loan provided to parent company
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in
the financial statements. In particular, we considered where management made subjective judgements, for example,
in respect of significant accounting estimates that involved making assumptions and considering future events that
are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls
including, among other matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable
assurance as to whether the financial statements are free from material misstatement. Misstatements may arise due to
fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the
overall materiality for the financial statements as a whole as set out in the table below. These, together with qualitative
considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit
procedures and to evaluate the effect of misstatements, if any, both individually and in aggregate, on the financial
statements as a whole.
Overall Company
materiality
CZK 29 million
How we
determined it
Materiality for the Company was determined as approximately 1% of the total assets.
Rationale for the
materiality
benchmark
applied
Materiality is a matter of professional judgment. In drawing conclusions about
materiality, we considered both quantitative and qualitative factors. Total assets were
selected as appropriate benchmark. The main objective of the Company is not profit
maximization but acquisition of financial resources and their provision to parent
company. Therefore, the total assets value is in our opinion the most appropriate
benchmark for calculating the materiality. We selected a 1% threshold, because based
on our professional judgment, this percentage is within the range of acceptable
quantitative materiality thresholds for this benchmark for public interest entities.
Materiality
Key
audit
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
26
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How our audit addressed the key audit matter
Recoverability of loan provided to parent
company
The Company provides a loan to its parent
company Allwyn International a.s. The
Company's ability to meet its obligations,
especially resulting from the issued bonds,
depends on the ability of the Company's
debtor to repay the loan provided.
These credit risks and related potential
losses are expressed by a valuation
allowance for loans provided, taking into
account mainly the probability of payment
default and the amount of loss if default
occurs.
The Czech accounting legislation does not
specifically require calculation of expected
credit losses, however, the risk of an
impairment loss should be considered and a
valuation allowance recognised, when
appropriate.
As disclosed in the Note 3 of the Company’s
financial statements, the carrying amount of
the loan provided amounted to CZK 2,980
million as of 31 December 2023 and no
valuation allowance was recognised based
on the Company's analysis.
When assessing the credit risk and possible loan impairment,
we familiarised ourselves with the Company's processes in
this area. We performed an analysis of the provided loan,
checked the completeness of all relevant information and
accuracy of the amounts reported, factoring in the loan´s
maturity date. Furthermore, we performed the following
procedures:
- we verified the loan carrying amount by requesting and
receiving the debtor´s confirmation and by inspecting the
relevant accounting records;
- based on the Company's documents and discussion with its
financial analysts, we evaluated the assessment of the
debtor's financial situation carried out by the Company;
- we verified the classification of the loan provided. It is
expected to be repaid in September 2024 and therefore it is
classified as short-term;
- we also verified the adequacy of the disclosure information
required by the Czech accounting legislation.
How we tailored our audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on
the financial statements as a whole, taking into account the structure of the Company, the accounting processes
and controls, and the industry in which the Company operates.
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
27
Other information
The board of directors is responsible for the other information. As defined in Section 2(b) of the
Act on Auditors, the other information comprises the annual report but does not include the financial statements
and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information. In connection with our audit of the
financial statements, our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge about the Company obtained
in the audit or otherwise appears to be materially misstated. In addition, we assessed whether the other information
has been prepared, in all material respects, in accordance with applicable legal requirements, i.e. whether the other
information complies with the legal requirements both in terms of formal requisites and the procedure for preparing
the other information in the context of materiality.
Based on the procedures performed in the course of our audit, to the extent we are able to assess it, in our opinion:
• the other information describing the facts that are also presented in the financial statements is, in all material
respects, consistent with the financial statements; and
• the other information has been prepared in accordance with the applicable legal requirements.
In addition, in the light of the knowledge and understanding of the Company and its environment obtained
in the course of the audit, we are required to report if we have identified material misstatements in the other
information. We have nothing to report in this regard.
Responsibilities of the board of directors, supervisory board and audit committee of the Company
for the financial statements
The board of directors is responsible for the preparation of the financial statements that give a true and fair view in
accordance with Czech accounting legislation and for such internal control as the board of directors determines is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the board of directors is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the board of directors either intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.
The supervisory board of the Company is responsible for overseeing the financial reporting process.
The audit committee of the Company is responsible for monitoring the financial statements’ preparation process.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the
Audit regulations will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
28
As part of an audit in accordance with the Audit regulations, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the board of directors.
• Conclude on the appropriateness of the board of directors' use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause
the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with the board of directors, supervisory board and audit committee regarding, among other matters,
the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide the audit committee with a statement showing that we have complied with relevant ethical
requirements regarding independence, and we communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats
or safeguards applied.
From the matters communicated with the supervisory board and audit committee, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
29
Report on other legal and regulatory requirements
Information required by the EU Regulation
In compliance with Article 10(2) of the EU Regulation, we provide the following information, which is required in
addition to the requirements of International Standards on Auditing:
Consistency of the audit opinion with the additional report to the audit committee
We confirm that the audit opinion expressed herein is consistent with the additional report to the audit committee of
the Company, which we issued today in accordance with Article 11 of the EU Regulation.
Appointment of auditor and period of engagement
We were appointed as the auditors of the Company for year 2023 by the general meeting of shareholders of the
Company on 30 June 2023. Our uninterrupted engagement as auditors of the Company has lasted for 2 years.
Provided non-audit services
We declare that the PwC Network has not provided non-audit services to the Company that are prohibited under Article
5 (1) of the EU Regulation, as amended by the Czech law following Article 5 (3) of the EU Regulation.
In addition to the statutory audit, no other services were provided by us to the Company.
Information on the compliance of the format of the financial statements with the requirements
of the European Single Electronic Format (“ESEF”) Regulation
The European single electronic reporting format has been applied by the board of directors of the Company
to the Company’s financial statements to comply with the requirements of Article 3 of Commission Delegated
Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and
of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format
(the “ESEF Regulation”).
These requirements specify the Company’s obligation to prepare its financial statements in a XHTML format.
We confirm that the European single electronic reporting format of the financial statements for the year ended
31 December 2023 complies with the ESEF Regulation in this regard.
The engagement partner on the audit resulting in this independent auditor’s report is Marek Richter.
25 April 2024
PricewaterhouseCoopers Audit, s.r.o.
represented by
Václav Prýmek
Marek Richter
Statutory Auditor, Licence No. 1800
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
30
Report of the Board of Directors of Allwyn Financing Czech Republic 2 a.s.
on relations between the controlling entity and the controlled entity and between
the controlled entity and other entities controlled by the same controlling entity
Allwyn Financing Czech Republic 2 a.s., with its registered seat at Evropská 866/71, Vokovice, 160 00 Prague 6,
Identification No. 097 71 522, registered in the Commercial Register maintained by the Municipal Court
in Prague under file no. B 25942 (hereinafter the “Company”) was considered a controlled entity within
the meaning of Section 74 et seq. of Act No. 90/2012 Coll., on Commercial Companies and Cooperatives,
as amended (hereinafter the “Business Corporations Act”) in the accounting period from 1 January 2023
to 31 December 2023 (hereinafter the “Accounting Period”).
In accordance with Section 82 of the Business Corporations Act, the Board of Directors of the Company has
therefore drafted this report on relations between the controlling entity and the controlled entity and between
the controlled entity and other entities controlled by the same controlling entity for the Accounting Period
(hereinafter also the “Report on Relations” and “Related Entities”). The Report on Relations is structured
in accordance with Section 82 (2) and (4) of Business Corporations Act.
1. THE STRUCTURE OF RELATIONS BETWEEN THE COMPANY AND OTHER RELATED ENTITIES
During the entire Accounting Period, the Company was a part of KKCG group (“KKCG Group”), which is
constituted by entities all of which are controlled, directly or indirectly, by KKCG AG, having its registered seat
at Kapellgasse 21, 6004 Lucerne, Switzerland, registered under Registration No. CHE-326.367.231 (hereinafter
“KKCG AG”).
The Company is directly controlled by Allwyn International a.s., with its registered seat at Evropská 866/71,
Vokovice, 160 00 Prague 6, Identification No. 242 87 814, registered in the Commercial Register maintained
by the Municipal Court in Prague under file no. B 18161, that is further directly controlled by Allwyn AG, having
its registered seat at Weinmarkt 9, 6004 Lucerne, Switzerland, registered under Registration No.
CHE-366.705.452, that is further directly controlled by KKCG AG.
A list of all entities of KKCG Group that are controlled, directly or indirectly, by KKCG AG, including
the Company, constitutes an Annex to this Report on Relations. Information on the entities within the KKCG
group is stated as of 31 December 2023.
2. THE ROLE OF THE COMPANY
The role of the Company, as a controlled entity, is being the issuer of Czech Bonds (as defined below).
3. THE METHOD AND MEANS OF CONTROL
During the entire Accounting Period, the control over the Company was exercised through a 100% share
in the voting rights at the Company's general meeting.
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
31
4. A SUMMARY OF SIGNIFICANT ACTIONS
In the Accounting Period, at the initiative or in the interest of KKCG AG or persons controlled by it, the Company
took the following actions concerning assets which exceeded 10% of own capital of the Company
as determined from the last financial statements preceding the issuance of this Report on Relations:
• on 24 March 2023 the Company became the issuer of bonds ISIN: CZ0003522930 due in 2024,
in the total outstanding nominal value of CZK 2,936,090 thousand (the “Czech Bonds”), following
the transfer of the debt arising from the Czech Bonds to the Company from Allwyn International a.s.
Any and all debts under the Czech Bonds were assumed by the Company, based on the Agreement
on Assumption of Debt dated 16 March 2023 (as listed in Section 5.1 below);
• receiving an interest income, agreed on the arms-length basis in accordance with an expert opinion,
from Allwyn International a.s. arising from a loan provided to the Company in connection with the
transfer of debt arising from the Czech Bonds to the Company;
• on 24 March 2023 the Company accessed, as a co-guarantor together with certain other subsidiaries
of Allwyn International a.s., to:
o Senior Facilities Agreement dated 17 November 2022, between Allwyn International a.s.,
Allwyn Entertainment Financing (UK) plc and other contracting parties;
o Intercreditor Agreement dated 16 December 2020, between Allwyn International a.s., Allwyn
Holding Czech Republic a.s., Italian Gaming Holding a.s., SAZKA Austrian Gaming Holding a.s.,
SAZKA a.s., Allwyn Austria Holding 2 GmbH, Allwyn Greece & Cyprus Holding Ltd and other
contracting parties; and
o Parallel Debt and Local Security Agency Agreement dated 23 December 2020, between Allwyn
International a.s., Allwyn Czech Republic Holding a.s., Italian Gaming Holding a.s., SAZKA
Austrian Gaming Holding a.s., SAZKA a.s., Allwyn Austria Holding 2 GmbH, Allwyn
Entertainment Financing (UK) plc, Allwyn Greece & Cyprus Holding Ltd and other contracting
parties.
5. AN OVERVIEW OF CONTRACTS
5.1 THE FOLLOWING CONTRACTS WERE CONCLUDED BETWEEN THE COMPANY AND KKCG AG, OR THE
COMPANY AND OTHER PERSONS CONTROLLED BY KKCG AG, DURING THE ACCOUNTING PERIOD:
• Agreement on Assumption of Debt relating to the Czech Bonds with Allwyn International a.s. dated
16 March 2023;
• Agreement on Assignment of Agency Contract with Allwyn International a.s. and another
contracting party dated 22 March 2023;
• Agreement on Assignment of Security Agency Contract with Allwyn International a.s. and another
contracting party dated 22 March 2023;
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
32
• Accession Deed relating to the Senior Facilities Agreement (dated 17 November 2022)
and the Intercreditor Agreement (dated 16 December 2020), with Allwyn International a.s. and
other contracting parties dated 24 March 2023;
• Process Agent Letter with Allwyn Services UK Ltd dated 24 March 2023;
• Amendment and Restatement Agreement relating to the Parallel Debt and Local Security Agency
Agreement (dated 23 December 2020) with Allwyn International a.s., Allwyn Entertainment
Financing (UK) plc, Allwyn Czech Republic Holding a.s., Italian Gaming Holding a.s., SAZKA a.s.,
SAZKA Austrian Gaming Holding a.s., Allwyn Austria Holding 2 GmbH, Allwyn Greece & Cyprus
Holding Ltd and other contracting parties dated 21 November 2023; and
• Accession Deed to the Guarantee Fee Agreement (dated 8 February 2022) with Allwyn Austria
Holding 2 GmbH and Allwyn International a.s. dated 19 December 2023.
5.2 NO CONTRACTS CONCLUDED BETWEEN THE COMPANY AND KKCG AG, OR BETWEEN THE COMPANY
AND OTHER PERSONS CONTROLLED BY KKCG AG, PRIOR TO THE COMMENCEMENT OF THE
ACCOUNTING PERIOD WERE IN FORCE DURING THE ACCOUNTING PERIOD.
6. EVALUATION OF ADVANTAGES, DISADVANTAGES AND RISKS RESULTING FROM THE RELATIONS
BETWEEN THE RELATED ENTITIES / ASSESSMENT OF THE RESULTING DAMAGE AND ITS
COMPENSATION
Membership in the KKCG Group, with KKCG AG as the controlling entity, enables the Company to benefit from
the sharing of know-how and information (to the extent permitted by law and contractual arrangements with
third parties), from the ability to take advantage of the good reputation associated with the KKCG or Allwyn
brand and to access intra-group and bank financing (for example, through the possibility for other persons
in the group to provide collateral for financial liabilities of the Company).
The Company has not identified any disadvantages or any risks arising to it from the relationships between
the Related Entities.
No detriment occurred to the Company based on the agreements entered into in the Accounting Period
between the Company and other entities in the KKCG Group, or other acts which were implemented
in the interest, or at the instigation, of such entities by the Company in the Accounting Period. The Company
has a loan receivable from Allwyn International a.s., arising from an assignment of the Czech Bonds
to the Company, with the principal amount of CZK 2,936,090 thousand, repayable in September 2024,
with a fixed interest rate agreed on the arms-length basis in accordance with an expert opinion.
Annex: List of Related Entities as of 31. 12. 2023
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
34
ANNEX – LIST OF RELATED ENTITIES AS OF 31 DECEMBER 2023
List of parties controlled by the company KKCG AG, with its registered seat at Kapellgasse 21, 6004 Lucerne,
The Swiss Confederation, registration number CHE-326.367.231, as of 31 December 2023
COMPANY REGISTERED OFFICE, IDENTIFICATION/REGISTRATION NO.
"CCB" Congress Center Baden
Betriebsgesellschaft m.b.H.
Kaiser Franz Ring 1, 2500 Baden, Austria, registr. No. FN 67046y
"Geologichne byreau "Lviv” LLC
L’vivska Oblast, L’viv, 79011, ul. Kubiyovicha 18, Office 6, Ukraine, reg. No. 31978102
"Horyzonty" LLC
L’vivska Oblast, L’viv, 79005, ulice Chubaia Hrytska 6C, Office 7, Ukraine, reg. No. 36828617
"Precarpathian energy company" LLC
Ivano-Frankovska Oblast, Bohorodchany, 77701, ul. Shevchenka, Ukraine, reg. No. 36042045
Allwyn AG
Weinmarkt 9, 6004 Lucerne, Switzerland, reg. No. CHE-366.705.452
Allwyn Asia Holding a.s.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No. 05266289
Allwyn Austria Holding 2 GmbH
c/o DORDA Rechtsanwälte GmbH, Universitätsring 10, 1010 Vienna, Austria, reg No. FN 38898d
Allwyn Austria Holding 3 GmbH
c/o DORDA Rechtsanwälte GmbH, Universitätsring 10, 1010 Vienna, Austria, reg. No. FN
117154k
Allwyn Czech Republic Holding a.s.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
24852104
Allwyn Entertainment AG in Liquidation
c/o Allwyn AG, Weinmarkt 9, 6004 Lucerne, Switzerland, reg. No. CHE-157.119.805
Allwyn Entertainment Financing (UK) Plc
One Connaught Place, 5th Floor, W2 2ET London, United Kingdom, reg. No. 13841508
Allwyn Entertainment Ltd.
One Connaught Place, 5th Floor, W2 2ET London, United Kingdom, reg. No. 13157556
Allwyn Financing Czech Republic 2 a.s.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
09771522
Allwyn Greece & Cyprus Holding 2 Ltd
Arch. Makariou III, 195, Neocleous House, 3030 Limassol, Republic of Cyprus, registr. No. HE
287956
Allwyn Greece & Cyprus Holding Ltd
Arch. Makariou III, 195, Neocleous House, 3030 Limassol, Republic of Cyprus, registr.
No. HE320752
Allwyn Illinois LLC (formerly Camelot
Illinois LLC)
200 West Jackson Blvd.,Suite 1100, Chicago, IL60606, USA, registration No. 05886996
Allwyn Information Technology Systems S.M.S.A.
(formerly Egnite S.A.)
Leoforos Kifisias 18 & Gkyzi, 15125 Maroussi, Athens, Greece, registration No. 137792901000
Allwyn International a.s.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
24287814
Allwyn Investments Cyprus Ltd
Arch. Makariou III, 195, Neocleous House, 3030 Limassol, Republic of Cyprus, registr.
No. HE432870
Allwyn Lottery Solutions Limited
Magdalen House, Tolpits Lane, Watford, Hertfordshire, WD189RN, United Kingdom, reg. No.
07553980
Allwyn North America Inc. (formerly
Camelot Global Services (North America) Inc.)
200 West Jackson Blvd.,Suite 425, Chicago, IL60606, USA, registr. No. 70663287
Allwyn Services Czech Republic a.s.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
08993165
Allwyn Services UK Ltd
One Connaught Place, 5th Floor, W2 2ET London, United Kingdom, reg. No. 08869774
Allwyn Services US LLC
125 High Street, Suite 1704, Boston, MA 02110, USA
Allwyn Sub AG in Liquidation / v likvidaci
c/o Allwyn AG, Weinmarkt 9, 6004 Lucerne, Switzerland, reg. No. CHE-348.874.140
Allwyn Technology Services Limited
Tolpits Lane, Watford, Hertfordshire, WD189RN, United Kingdom, reg. No. 02822300
Allwyn UK Holding B Ltd
One Connaught Place, 5th Floor, W2 2ET London, United Kingdom, reg. No. 13849924
Allwyn UK Holding C Ltd
One Connaught Place, 5th Floor, W2 2ET London, United Kingdom, reg. No. 14530228
Allwyn UK Holding Ltd
One Connaught Place, 5th Floor, W2 2ET London, United Kingdom, reg. No. 13154201
Allwyn US Holding Inc.
251 Little Falls Drive, New Castle, Delaware 19808, USA, registration No. 7177345
ALOE spol. s r.o.
Kytlická 818/21a, Prosek, post code 190 00, Prague 9, Czech Republic, identification No.
65416571
Aricoma a.s. (formerly Aricoma Group a.s.)
Vinohradská 1511/230, Strašnice, post code 100 00, Prague 10, Czech Republic, identification
No. 04615671
Aricoma Brand s.r.o.
Vinohradská 1511/230, Strašnice, post code 100 00, Prague 10, Czech Republic, identification
No. 17867096
Aricoma Capital a.s.
Vinohradská 1511/230, Strašnice, post code 100 00, Prague 10, Czech Republic, identification
No. 11834587
Aricoma Digital s.r.o. (formerly KOMIX s.r.o.)
Vinohradská 1511/230, Strašnice, post code 100 00, Prague 10, Czech Republic, identification
No. 47117087
Aricoma Enterprise Cybersecurity a.s. (formerly
AEC a.s.)
Voctářova 2500/20a, Libeň, post code 180 00, Prague 8, Czech Republic, identification No.
04772148
Aricoma Enterprise Cybersecurity s.r.o. (formerly AEC s.r.o.)
Krasovského 3986/14, post code 851 01, Bratislava, Slovak Republic, identification No.
31384072
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
35
Aricoma Espaňa S.L.
Calle Barcas 2 2 - EDIFICIO EPOCA. 46002, Valencia, Spain, reg. No.B72432248
Aricoma Group Finance a.s.
Vinohradská 1511/230, Strašnice, post code 100 00, Prague 10, Czech Republic, identification
No. 17848369
Aricoma Group Holding a.s.
Vinohradská 1511/230, Strašnice, post code 100 00, Prague 10, Czech Republic, identification
No. 17848601
Aricoma Group International AB
c/o Aspia AB, Sandra Mattsson Flodmark, Box 6350, 102 00 Stockholm, Sweden, reg. No.
559235-9748
Aricoma Systems SRL (formerly AUTOCONT SRL)
Avenue Louise 231, 1050 Bruxelles, Belgium, reg. No. 0767.591.979
AUTOCONT a.s.
Hornopolní 3322/34, Moravská Ostrava, 702 00 Ostrava, Czech Republic, identification No.
04308697
AUTOCONT s.r.o.
Krasovského 14, Bratislava - mestská časť Petržalka, post code 851 01, Slovak Republic,
identification No. 36396222
Avengiro s.r.o.
Vinohradská 1511/230, Strašnice, post code 100 00, Prague 10, The Czech Republic,
identification No. 19930372
Blue Rosemarine Development s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
08797200
Blue rosmarine s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No. 04553586
Cachi Valle Aventuras S.A. (in liquidation)
Av. Francisco de Uriondo 330, 4400 Salta, Argentina, registr. No. IGTJ de Salta Folio 71/2
asiento 2465 L 10
CAI Hungary Kft.
Lackner Kristóf u. 33/A, 9400 Sopron, Hungary, registr. No. 08-09-027729
CAI Ontario Inc. (in liquidation)
200 Bay Street, Royal Bank Plaza, M5J 2Z4 Ontario, Canada, registr. No.1164748
CAIO AG (in liquidation)
c/o Reuss Treuhand AG, Furrengasse 11, 6004 Luzern, Switzerland, registr. No. CHE-
159.186.971
Camelot UK Lotteries Limited
Tolpits Lane, Watford, Hertfordshire, WD189RN, United Kingdom, reg. No. 02822203
Casino Odense K/S
Claus Bergs Gade 7, 5000 Odense C, Denmark, registr. No. 14920293
Casino Sopron Kft.
Lackner Kristóf u. 33/A, 9400 Sopron, Hungary, registr. No. 08-09-009273
Casino St. Moritz AG
Via Veglia 3, 7500 St. Moritz, Switzerland, registr. No. CHE-107.653.178
Casinoland IT-Systeme GmbH
Lister Meile 2, 30161 Hannover, Germany, registr. No. HRB 61326
Casinos Austria (Liechtenstein) AG
Vorarlberger Strasse 210, 9486 Schaanwald, Liechtenstein, registr. No. FL-0002.543.564-5
Casinos Austria (Swiss) AG
c/o Amministra SA, Piazza Indipendenza 3, 6900 Lugano, Switzerland, registr. No. CHE-
100.189.949
Casinos Austria AG Liegenschaftsverwaltungs
und Leasing GmbH
Rennweg 44, 1038 Vienna, Austria, registr. No. FN 114288x
Casinos Austria Aktiengesellschaft
Rennweg 44, 1038 Vienna, Austria, registr. No. FN 99639d
Casinos Austria International (Mazedonien)
Holding GmbH
Rennweg 44, 1038 Vienna, Austria, registr. No. FN 400167g
Casinos Austria International Belgium S.A.
Rue Grétry 16-20, 1000 Bruxelles, Belgium, registr. No. 0502.785.246
Casinos Austria International GmbH
Rennweg 44, 1038 Vienna, Austria, registr. No. FN 131441x
Casinos Austria International Holding GmbH
Rennweg 44, 1038 Vienna, Austria, registr. No. FN 37681p
Casinos Austria International Ltd.
35-41 Wharf Street, 4870 Cairns, QLD, Australia, registr. No. ACN: 065998807, ABN: 065998807
Casinos Austria Management GmbH
Rennweg 44, 1038 Vienna, Austria, registr. No. FN 38657z
CAST Casinos Austria Sicherheitstechnologie
GmbH
Rennweg 44, 1038 Vienna, Austria, registr. No. FN 94404f
Clearcode LLC
222 Broadway, 19th floor, New York, NY 10038, United states of America, reg. No. 4645876
Clearcode Services Sp. z o.o. (formerly
Clearcode Services S.A.)
Św. Antoniego 2/4, 50-073 Wrocław, Poland, reg. No. 871153
Cleverlance Deutschland GmbH
Eduard-Schopf-Allee 1, 28217 Bremen, Germany, registration No. 32267
Cleverlance Enterprise Solutions s.r.o.
Voctářova 2500/20a, Libeň, post code 180 00, Prague 8, Czech Republic, identification No.
27408787
Cleverlance H2B s.r.o.
Tuřanka 1519/115a, Brno, Slatina, post code 627 00, Czech Republic, identification No.
28223756
Cleverlance Slovakia s.r.o.
Prievozská 1978/6, post code 821 09, Bratislava, Slovak Republic, identification No. 35942487
Cloud4com SK, s.r.o.
Staré Grunty 36, post code 841 04, Bratislava, Slovak Republic, identification No. 50569694
CLS Beteiligungs GmbH
Goldschmiedg. 3, 1010 Vienna, Austria, reg. No. FN84419x
Collington II Limited
Custom House Plaza Block 6, International Financial Services Centre, Dublin 1, Republic of
Ireland, reg. No. 506335
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
36
Complejo Monumento Güemes S.A. (
in liquidation)
Av. Francisco de Uriondo 330, 4400 Salta, Argentina, registr.No. FOLIO 187/88 ASIENTO 2288
LIBRO 9
Consulting 4U s.r.o.
Wellnerova 134/7, Nová Ulice, post code 779 00, Olomouc, Czech Republic, identification No.
25851471
Coopera Development s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
08682802
Cuisino Ges. m.b.H.
Rennweg 44, 1038 Vienna, Austria, registr. No. FN 54015i
CYANVENUE LIMITED
3096 Limassol, Alasias, 8 CHRISTODOULIDES BUILDING, Republic of Cyprus, reg. No. HE353101
Deutsche Sportwetten GmbH
Karmarschstr. 37-39, D-30159 Hannover, Germany, registr. No. HRB 219939
ECC Jenerálka, s.r.o.
Na příkopě 859/22, Nové Město, post code 110 00 Prague 1, Czech Republic, identification
No.03834131
Entretenimientos y Jegos de Azar (EN.J.A.S.A.)
S.A. (in liquidation)
Del Milagro 142, 4400 Salta, Argentina, registr. No. IGTJ de Salta Folio 65/6 asiento 2462 L 10
FM&S Czech a.s.
Vinohradská 1511/230, Strašnice, post code 100 00, Prague 10, Czech Republic, identification
No. 04283112
Fortuna 1 ApS
c/o Casino Odense K/S, Claus Bergs Gade 7, 5000 Odense C, Denmark, registr. No. 14909087
FVE Mušov I s.r.o.
Úprkova 807/6, post code 695 01, Hodonín, Czech Republic, identification No. 19174098
FVE Mušov II s.r.o.
Úprkova 807/6, post code 695 01, Hodonín, Czech Republic, identification No. 17873517
FVE Orlová I s.r.o.
Úprkova 807/6, post code 695 01, Hodonín, Czech Republic, identification No. 06763731
FVE Orlová II s.r.o.
Úprkova 807/6, post code 695 01, Hodonín, Czech Republic, identification No. 19254504
FVE Tichá s.r.o.
Úprkova 807/6, post code 695 01, Hodonín, Czech Republic, identification No. 28605233
G2P Borkovany s.r.o.
Úprkova 807/6, post code 695 01, Hodonín, Czech Republic, identification No. 17873592
Gestate s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
07957912
G-JET s.r.o.
Vinohradská 1511/230, , Czech Republic, identification No. 27079171
Glücks- und Unterhaltungsspiel
Betriebsgesellschaft m.b.H.
Rennweg 44, 1038 Vienna, Austria, registr. No. FN 241637z
HELLENIC LOTTERIES S.A. (HELLENIC LOTTERIES –
SOCIÉTÉ ANONYME
FOR THE PRODUCTION, OPERATION, CIRCULATION, PROMOTION
AND MANAGEMENT OF LOTTERIES)
112 Athinon Avenue, GR 104 42, Athens, Greece, registration No.125891401000
HORSE RACES SINGLE MEMBER S.A.
112 Athinon Avenue, GR 104 42, Athens, Greece, registration No. 132846101000
IGNIS HOLDING a.s.
Vinohradská 1511/230, Strašnice, post code 100 00, Prague 10, Czech Republic, identification
No. 07435304
Inmobiliara Ovale S.A.
Ignacio Carrera Pinto 109, 2720426 San Antonio, Chile, registr. No. 14996/10019
INTERMOS Praha s.r.o.
Vinohradská 1511/230, Strašnice, post code 100 00, Prague 10, Czech Republic, identification
No. 63076349
INTERMOS VALVES, s.r.o.
Bratislava-mestská časť Staré Mesto, Karpatská 8, post code 811 05, Slovak Republic,
identification No. 35898411
Internet Projekt, s.r.o.
Vinohradská 1511/230, Strašnice, post code 100 00, Prague 10, Czech Republic, identification
No. 08526541
IPM – Industrial Portfolio Management a.s.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
04572033
Italian Gaming Holding a.s.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
04828526
JiBa Hold s.r.o.
Evropská 866/63, post code 160 00, Prague 6 - Vokovice, Czech Republic, identification No.
08590664
JNR Alfa, s.r.o.
Evropská 866/71, post code 160 00, Prague 6 - Vokovice, Czech Republic, identification No.
17875072
JNR Sigma, s.r.o
Evropská 866/71, post code 160 00, Prague 6 - Vokovice, Czech Republic, identification No.
17875064
JTU Czech, s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
02612020
KBOC Director s.r.o.
Úprkova 807/6, post code 695 01, Hodonín, Czech Republic, identification No. 19666144
KBOC Investering B.V.
1101CT Amsterdam, Herikerbergweg 292, Kingdom of the Netherlands, reg. No. 52308944
KKCG a.s.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
27107744
KKCG Development a.s.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
08295484
KKCG Industry B.V.
1101CT Amsterdam, Herikerbergweg 292, Kingdom of the Netherlands, reg. No. 27271144
KKCG Methanol Holdings LLC
108 Lakeland Ave., Dover, Delaware, 19901, United States of America, EI No. 36-4831670
KKCG Real Estate Group a.s.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
24291633
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
37
KKCG Structured Finance AG
Kapellgasse 21, 6004 Lucerne, Switzerland, reg. No. CHE-292.174.442
KKCG TechLabs s.r.o.
Vinohradská 1511/230, Strašnice, post code 100 00, Prague 10, Czech Republic, identification
No. 14042479
KKCG Technologies Finance s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
14038641
KKCG Technologies s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
07171234
KKCG US Advisory LLC
125 High Street, Boston, MA-02110, United States of America, reg. No. 84-2817214
KOMIX Digital s.r.o.
Drtinova 467/2a, Smíchov, post code 150 00, Prague 5, Czech Republic, identification No.
17222184
KOMIX SK s.r.o.
Plynárenská 1, post code 821 09, Bratislava, Slovak Republic, identification No. 54590345
Kynero Consulting a.s.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
24193461
Leisure & Enterteinment S.A. (in liquidation)
Del Milagro 142, 4400 Salta, Argentina, registr. No. IGTJ de Salta Folio 253/4 asiento 3484 L 13
Liberty One Methanol LLC
400 Capitol Street, Suite 200, Charleston WV 25301, United States of America, EI. No.32-
0521898
Liberty One O&M LLC
400 Capitol Street, Suite 200, Charleston WV 25301, United States of America, EI. No. 30-
0975326
Liberty Two Methanol LLC
400 Capitol Street, Suite 200, Charleston WV 25301, United States of America, EI. No. 30-
0988055
LTB Beteiligungs GmbH
Universitätsring 10, 1010 Vienna, Austria, reg. No. FN84439a
MEDICEM Group a.s.
Vinohradská 1511/230, Strašnice, post code 100 00, Prague 10, Czech Republic, identification
No. 07118422
Medicem Inc.
125 High Street, Boston, MA-02110, United States of America, EI. No. 38-4126132
MEDICEM Technology s.r.o
Kamenné Žehrovice, Karlovarská třída 20, post code 273 01, Czech Republic, identification
No. 48036374
Metanol d.o.o.
Lendava, Mlinska ulica 5, 9220 Lendava – Lendva, Slovenia, reg. No. 6564534000
Mindsquared a.s.
Evropská 866/63, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
09771492
MND a.s.
Úprkova 807/6, post code 695 01, Hodonín, Czech Republic, identification No. 28483006
MND Austria a.s.
Úprkova 807/6, post code 695 01 Hodonín,Czech Republic, identification No. 19407904
MND Drilling & Services a.s.
Velkomoravská 900/405, post code 696 18, Lužice, Czech Republic, identification No. 25547631
MND Drilling Germany GmbH
31582 Nienburg, Domänenweg 7, Germany, reg. No. HRB206722
MND Energie a.s.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
29137624
MND Energy Storage a.s.
Úprkova 807/6, post code 695 01, Hodonín, Czech Republic, identification No. 27732894
MND Energy Storage Germany GmbH
64665 Alsbach-Hähnlein, Birkenweg 2, Germany, reg. No. HRB96046
MND GasInvestUA s.r.o.
Úprkova 807/6, post code 695 01, Hodonín, Czech Republic, identification No. 19237375
MND Germany GmbH
Lüneburger Heerstraβe 77A, 29223 Celle, Germany, reg. No. HRB207844
MND Group AG
Kapellgasse 21, 6004 Lucerne, Switzerland, reg. No. CHE-448.401.517
MND Prodej a.s.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
09002359
MND Ukraine a.s.
Úprkova 807/6, post code 695 01, Hodonín, Czech Republic, identification No. 08957517
MND Wind s.r.o.
Úprkova 807/6, post code 695 01 Hodonín, Czech Republic, identification No. 17873568
Moravia Systems a.s.
Vinohradská 1511/230, Strašnice, post code 100 00, Prague 10, Czech Republic, identification
No. 26915189
Musala Services EOOD
36 Dragan Tsankov blvd, Office 505, 1057 Sofia, Bulgaria, reg. No. 205329279
Musala Soft DOOEL
3, Filip II Makedonski, Str., fl.4, office 4003, Skopje 1000, Republic of North Macedonia, reg. No.
7008040
Musala Soft EAD
36 Dragan Tsankov blvd, Office 505, 1057 Sofia, Bulgaria, reg. No. 202569949
Musala Soft Kosovo LLC
Str.Mujo Ulqinaku No 5-, Ap.10 Qyteza Pejton, 1000 Pristina, Kosovo, reg. No. 810171728
Musala Soft LLC
16 Khartoum St, Floor 4, Heliopolis Cairo, Egypt, reg. No. 180934
NEAL s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, ID: 26094517
NetOp CLD Ltd.
Hebron Road 24, Jerusalem, Israel, reg. No. 51-593482-6
Neurosoft Cyprus Ltd
11 Erechtheiou Street, Egomi, P.C. 2413, Nicosia, Cyprus, registr. No. ΗΕ 245439
Neurosoft Romania Software and Services Srl
Loc. Voluntari, Oras Voluntari, Sos. Bucuresti Nord, Nr 10, Cladirea de Birouri O21, Bucharest,
Romania, registr. No. J23/1752/2009
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
38
NEUROSOFT S.A. (NEUROSOFT SOCIÉTÉ
ANONYME SOFTWARE PRODUCTION)
466 Irakliou Avenue & Kiprou Street, 141 22 Iraklio Attikis, Athens, Greece, registration
No.084923002000
Next Peak Limited
One Connaught Place, London, United Kingdom, W2 2ET, registr. No. 15250345
Nikolajka Development s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
08797072
NOVECON a.s.
Evropská 866/63, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
08270783
ÖLG Holding GmbH
Rennweg 44, 1038 Vienna, Austria, registr. No. FN 268558p
OPAP CYPRUS LTD
128-130 Lemesos Avenue, Strovolos, 2015, Nicosia, Republic of Cyprus, registration No.
HE140568
OPAP INTERNATIONAL LTD
128-130 Lemesos Avenue, Strovolos, 2015, Nicosia, Republic of Cyprus, registration No.
HE145913
OPAP INVESTMENT LTD
128-130 Lemesos Avenue (Floor 1), Strovolos, 2015, Nicosia, Republic of Cyprus, registration
No. HE297411
OPAP S.A. (Organization of Football Prognostics
S.A.)
112 Athinon Avenue, GR 104 42, Athens, Greece, registration No. 003823201000
OPAP SPORTS LTD
128-130 Lemesos Avenue (Floor 1), Strovolos, 2015, Nicosia, Republic of Cyprus, registration No. HE133603
Oriv Holding a.s.
Úprkova 807/6, post code 695 01, Hodonín, Czech Republic, identification No. 11735376
Österreichische Klassenlotterie
Vertriebsgesellschaft m.b.H.
Rennweg 44, 1038 Vienna, Austria, registr. No. FN 468412t
Österreichische Lotterien Gesellschaft m.b.H.
Rennweg 44, 1038 Vienna, Austria, registr. No. FN 54472g
Österreichische Sportwetten Gesellschaft m.b.H.
Rennweg 44, 1038 Vienna, Austria, registr. No. FN 196645i
Pernerova Development s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
08682844
POM Czech, s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
06773800
QINSHIFT a.s. (formerly Aricoma CAD a.s.)
Vinohradská 1511/230, Strašnice, post code 100 00, Prague 10, Czech Republic, identification
No. 17865522
Qinshift AB (dříve / formerly Seavus AB)
Scheelevägen 27, floor 16, 223 63 Lund, Sweden, reg. No. 556588-5935
Qinshift Academy DOOEL (formerly
Seavus Educational and Development Center DOOEL)
11 Oktomvri 33A, 1000 Skopje, Republic of North Macedonia, reg. No. 6643140
QINSHIFT CAPITAL a.s. (formerly
Aricoma CAD Capital a.s.)
Vinohradská 1511/230, Strašnice, post code 100 00, Prague 10, Czech Republic, identification
No. 17802733
QINSHIFT CE a.s. (formerly Aricoma Digital CE a.s.)
Voctářova 2500/20a, Libeň, post code 180 00, Prague 8, Czech Republic, identification No.
04771915
Qinshift d.o.o. Banja Luka (formerly Seavus DOO (BA))
Ivana Franje Jukica 7, Banja Luka, Bosnia and Hercegovina, Republic of Serbia, reg. No. 57-01-
0252-17
Qinshift DOO (formerly Društvo za
Informatičku Technologiju Seavus DOO)
Vojvode Misica 9, 18 000 Nis, Republic of Serbia, reg. No. 20177861
Qinshift DOOEL (formerly Seavus
DOOEL)
11 Oktomvri 33A, 1000 Skopje, Republic of North Macedonia, reg. No. 5323983
QINSHIFT Group AB (formerly Aricoma
Group AB)
c/o Seavus AB, Scheelevägen 27, post code 223 36 Lund, Sweden, reg. No. 559239-3473
Qinshift S.R.L. (formerly Seavus S.R.L.)
MD-2071, str. Alba-Iulia, 79/1, mun. Kishinev, Republic of Moldova, reg. No. 1020600026584
Qinshift USA Inc. (formerly Seavus USA
Inc.)
2352 Main Street, Suite 200, Concord, MA 01742, United states of America, reg. No. 000873055
Rabcat Computer Graphics GmbH
Rennweg 46-50/1/6 (1.OG), 1030 Vienna, Austria, registr. No. FN 276027y
Relax Rezidence Cihlářka, s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
05662079
Rezervoarji d.o.o
Lendava, Mlinska ulica 5, 9220 Lendava – Lendva, Slovenia, reg. No. 6564470000
Sabris Consulting s.r.o.
Pekařská 621/7, Jinonice, post code 155 00, Prague 5, Czech Republic, identification No.
04701780
Sabris Consulting SK s.r.o. (formerly Sabris s.r.o.)
Krasovského 3986/14, Bratislava - municipal district Petržalka, post code 851 01, Slovakia,
identification No. 44118821
SALEZA, a.s. (in bankruptcy, insolvency proceedings initiated)
K Žižkovu 851, post code 19093, Prague 9, Czech Republic, identification No. 47116307
SAZKA a.s.
Evropská 866/69, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
26493993
SAZKA Austrian Gaming Holding a.s.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No. 04047788
SAZKA DELTA AIF VARIABLE CAPITAL
INVESTMENT COMPANY LTD
Arch. Makariou III, 195, Neocleous House, 3030 Limassol, Republic of Cyprus, registr.
No. HE314350
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
39
SAZKA DELTA MANAGEMENT LTD
Arch. Makariou III, 195, Neocleous House, 3030 Limassol, Republic of Cyprus, registr.
No. HE314151
SAZKA FTS a.s.
Evropská 866/69, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
01993143
SAZKA Services s.r.o.
Evropská 866/69, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
05111901
SC Czech ACI, s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
10969551
SC Czech ACJ, s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
10969560
SC Czech ADV, s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
11977051
SC Czech ADZ, s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
11977230
SC Czech AER, s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
117084458
SC Czech AES, s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
17084539
SC Czech AGM, s.r.o.
Evropská 866/63, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
17875111
SDL Alfa s.r.o. (formerly SC Czech ACV
s.r.o)
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
10969667
Seavus Educational and Development Center
DOO
Vojvode Misica 9, 18 000 Nis, Republic of Serbia, reg. No. 29508429
Seavus FLLC
FLLC SEAVUS, 25A Internatsionalnaya st., office 420, Minsk, 220 030, Republic of Belarus, reg.
No. 190835458
Seavus GmbH
Itziker Dorf Strasse 57, 8627 Grüningen, Switzerland, reg. No. CHE–020.4.049.285-2
SEAVUS SOFTWARE TECHNOLOGIES J.S.C.
Fulya Mah. Büyükdere Cad. Pekintaş Group Blok No: 32 İç Kapı No: 4 Şişli / İstanbul, Turkey,
reg. No. 352133
Seavus Sp. z o.o.
59 Zlota Street, 00-120 Warsaw, Poland, reg. No. 913203
SEMUT s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
25792849
Spielbanken Niedersachsen GmbH
Karmarschstraße 37-39, 30159 Hannover, Germany, registr. No. HRB 50373
SPORTLEASE a.s.
Evropská 866/69, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
62361546
Springtide Ventures s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
01726587
Stoiximan Holding Ltd
Office 1/1007, Level G, Quantum House 75, Abate Rigord Street, Ta'Xbiex XBX 1120, registr. No.
C104895
Stoiximan Ltd
Flat B8, The Atrium West Street Msida, MSD1731 Malta, registr. No. C95597
STR Czech s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
07728344
Stratiteq Sweden AB
Gustav Adolfs Torg 10 A, 211 39 Malmö, Sweden, reg. No. 556622-2682
SUPERMARINE, s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
08062773
Sweetspot CZ s.r.o.
Evropská 866/63, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
09858636
SYSCOM SOFTWARE spol. s r.o.
Kytlická 818/21a, Prosek, post code 190 00, Prague 9, Czech Republic, identification No.
61498084
Theta Real s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
27631842
ThreatMark s.r.o.
Hlinky 505/118, Pisárky, post code 603 00, Brno, Czech Republic, identification No. 04222091
ThreatMark, Inc.
19801 Wilmington, New Castle, Delaware, Orange Street 1209, United states of America, reg.
No. 6381229
TORA DIRECT SINGLE MEMBER S.A. (TORA
DIRECT SINGLE-MEMBER SOCIETE ANONYME FOR THE PROVISION
OF SERVICES)
112Athinon Avenue, GR 104 42 Athens, Greece, registr. No. 005641201000
TORA WALLET SINGLE MEMBER S.A. (TORA
WALLET SINGLE-MEMBER SOCIETE ANONYME FOR ELECTRONIC
MONEY SERVICES)
112 Athinon Avenue, GR 104 42 Athens, Greece, registr. No. 139861001000
US Methanol LLC
400 Capitol Street, Suite 200, Charleston WV 25301, United States, EI. No. 81-1952040
US Methanol Midco LLC
400 Capitol Street, Suite 200, Charleston WV 25301, United States of America, EI. No. 81-
1952040
VESTINLOG, s.r.o.
Evropská 866/71, Vokovice, post code 160 00, Prague 6, Czech Republic, identification No.
05629276
Viage Production S.A.
Rue Grétry 16-20, 1000 Bruxelles, Belgium, registr. No. 0474.725.225
Vinohradská 230 a.s.
Vinohradská 1511/230, Strašnice, post code 100 00, Prague 10, Czech Republic, identification
No. 26203944
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
40
Corporate Governance Statement
DISCLOSURE OF REGULATORY INFORMATION REQUIRED BY THE CZECH CAPITAL MARKET UNDERTAKINGS ACT
This part of the Annual Report is dedicated to information required by Section 118 (4) of the Czech Act No.
256/2004 Coll., Capital Market Undertakings Act, as amended (the “Capital Markets Undertakings Act”).
LEGAL FRAMEWORK
Overview of key Czech legislation applicable the Company:
• Act No. 89/2012 Coll., the Civil Code, as amended;
• Act No. 90/2012 Coll., the Business Corporations Act, as amended;
• Act No. 256/2004 Coll., Capital Market Undertakings Act, as amended;
• Act No. 37/2012 Coll., on Ultimate Beneficial Owners and Registry of Ultimate Beneficial Owners,
as amended;
• Act No. 455/1991 Coll., on Trade Licensing, as amended;
• Act No. 190/2004 Coll., on Bonds, as amended;
• Act No. 563/1991 Coll., on Accounting, as amended;
• Act No. 93/2009 Coll., on Auditors, as amended.
THE REGISTERED CAPITAL OF THE COMPANY
The registered capital of the Company is CZK 2,000,000 and has been fully paid-up. It is divided into
20 registered common shares of nominal value of CZK 100,000 each. The shares of the Company are not traded
on any stock exchange market and therefore no ISIN has been assigned to them.
DESCRIPTION OF THE RIGHTS AND DUTIES ATTACHED TO THE SHARES
The rights and duties associated with all Company’s shares are identical. These rights and duties are set out
in the relevant provisions of Company’s Articles of Association and the applicable laws, primarily the Civil Code
and the Business Corporations Act. The rights attached to Company’s shares include, inter alia, the right
to participate in the General Meeting and to vote on matters within the competence of the General Meeting,
the right to receive the distributed dividend, the right to request and obtain an explanation regarding the
affairs of the Company, provided that such explanation is necessary to assess the matters
included in the agenda of the General Meeting or to exercise the shareholder’s rights at the General Meeting,
and the right to a share in the liquidation balance. Each share in a nominal value of CZK 100,000 is assigned 1
vote and therefore the total number of votes in the Company is 20. No restrictions on voting rights have been
introduced in relation to any of the shares. The obligation associated with the shares is primarily the payment
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
41
for the subscribed shares within imposed deadlines. The Company has not adopted any specific dividend
policy. The distribution of the dividend is governed by the relevant provisions of the Business Corporations Act.
METHODS OF EXERCISING SHAREHOLDER RIGHTS
In accordance with the Company’s Articles of Association, no shareholder has the possibility to influence
the activities of the Company in any other way than by exercising his voting rights at General Meetings.
Company’s dependence on its sole shareholder is based on the shareholder’s ownership interest and share
in the voting rights. There are no specific measures in place to prevent potential misuse of shareholder
rights over the Company beyond certain limits set out by the applicable laws and the Articles of Association
of the Company.
HOLDING OF THE COMPANY’S SHARES BY THE PERSONS WITH THE MANAGERIAL POWERS
The persons with managerial powers are neither holders of the shares or similar securities representing a share
in the Company, nor holders of any options or comparable investment instruments the value of which relates
to the shares or similar security representing a share in Allwyn. The persons with managerial powers are not
contracting parties to the contracts concluded in their favour and entered into by them and the Company.
CORPORATE BODIES
The Company had set-up and maintains the following corporate bodies:
• General Meeting
• Board of Directors
• Supervisory Board
In March 2023, the Company established an Audit Committee in accordance with the requirements of Act
on Auditors, after it has taken over obligations arising from the SAZKA SG 5.20/24 bonds (ISIN: CZ0003522930)
from Allwyn International.
GENERAL MEETING
The General Meeting is the main corporate body of the Company. As the Company has a sole shareholder and
had such sole shareholder throughout the whole accounting period, the powers of the General Meeting have
been exercised by the sole shareholder. However, the Articles of Association also provide detailed rules
for the decision-making of the General Meeting in case there are more than one shareholder.
Resolutions of the General Meeting may be taken at the shareholders' meeting as well as outside the meeting
(by means of per rollam voting).
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
42
The powers of the General Meeting (and the powers of the sole shareholder exercising the powers
of the General Meeting) include, among others, decisions on:
a) Amendments to the Articles of Association, unless the amendment results from the increase
of the registered capital by the authorised Board of Directors or unless the amendment occurred as a result
of any other legal circumstances;
b) Increase or reduction of the registered share capital and on authorising the Board of Directors to increase
the registered capital;
c) The possibility of offsetting a financial claim towards the Company against a claim for payment of the issue
price;
d) The issue of convertible or preferred bonds;
e) Election and removal of members of the Board of Directors;
f) Election and removal of members of the Supervisory Board;
g) Approval of the annual, extraordinary, or consolidated financial statements, as well as any interim financial
statements if the execution of such statements is prescribed by any applicable laws;
h) The distribution of profit or any other own resources, or the settlement of loss;
i) Filing of an application for admission of the Company’s equity securities to trading in the European
regulated market or excluding such securities from trading in the European regulated market;
j) Winding up the Company with liquidation;
k) Appointment and removal of a liquidator;
l) Approval of the proposal to distribute the liquidation balance;
m) Approval of the transfer, usufructuary lease or pledging of the enterprise or any part thereof which would
entail a fundamental change in the current structure of the enterprise or a fundamental change in the line
of business or registered activities of the Company;
n) Taking over the effects of any acts performed on behalf of the Company before its incorporation;
o) Approval of silent partnership agreements;
p) Giving strategic instructions to the Board of Directors which do not interfere with the business
management of the Company unless such instructions relating to the business management are requested
by a member of the Board of Directors;
q) Approval of the principles governing the Supervisory Board;
r) Granting and revoking of the proxy powers to act on behalf of the Company;
s) Approval of the Company’s juridical acts which the General Meeting may prohibit under the law; and
t) Other decisions entrusted to the General Meeting by the law or the Articles of Association.
BOARD OF DIRECTORS
The statutory body of the Company is the Board of Directors, which currently consists of three members who
are elected and revoked by the General Meeting of the Company. The term of the office of the members
of the Board of Directors is five years and the election and revocation of the Chairman of the Board of Directors
is in the capacity of the Board of Directors.
The Board of Directors is responsible for business management and proper bookkeeping of the Company. It
also submits the annual, extraordinary, consolidated or interim financial statements to the General Meeting
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
43
for its approval, and, in compliance with the Articles of Association of the Company, the Board of Directors
presents to the General Meeting the proposals to distribute profits or pay losses. On top
of the above-mentioned responsibilities, the Board of Directors is vested with any and all other competences
except those reserved for other corporate bodies of the Company under the Articles of Association, the law,
or a decision of a public authority.
Nobody is entitled to give instructions to the Board of Directors regarding the business management. This shall
not limit the right of a member of the Board of Directors to ask the General Meeting for an instruction related
to the business management according to the Business Corporations Act.
The function shall be performed personally, with due care and, in general, in accordance with applicable laws
and the Articles of Association of the Company.
The Board of Directors meets as often as it is required to ensure the smooth business operations of the
Company. The Board of Directors may also adopt resolutions outside the meetings, either in writing or using
technical facilities (per rollam). Per rollam resolutions of the Board of Directors are adopted if the majority
of votes of all members of the Board of Directors have been cast in favour. A meeting of the Board of Directors
is quorate if the majority of all of its members is present. Decisions of the Board of Directors are adopted if
the majority of votes of the members present at the meeting have voted in favour of the proposal.
The Chairman of the Board of Directors has a casting vote in case of equality of votes.
For the proper representation of the Company towards third parties, two members of the Board of Directors
are required to act jointly.
The following persons held the office in the Board of Directors of the Company through 2023:
• Mr. Pavel Šaroch
• Ms. Katarína Kohlmayer
• Mr. Tomáš Rybáček
None of the members of the Board of Directors of the Company is an employee of the Company, nor did any
of the members of the Board of Directors enter into any other agreement on provision of the services similar
to the employment agreement.
Mr. Pavel Šaroch, Chairman of the Board of Directors
Appointment to the Board of Directors: 8 November 2021
Apointment as Chairman of the Board of Directors: 12 November 2021
Date of expiration of current term: 8 November 2026
Business address: Evropská 866/71, Prague 6, Vokovice, 160 00, Czech Republic
Ms. Katarína Kohlmayer, Member of the Board of Directors
Appointment to the Board of Directors: 8 November 2021
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
44
Date of expiration of current term: 8 November 2026
Business address: Kapellgasse 21, 6004 Luzern, Switzerland
Mr. Tomáš Rybáček, Member of the Board of Directors
Appointment to the Board of Directors: 8 November 2021
Date of expiration of current term: 8 November 2026
Business address: Evropská 866/71, Prague 6, Vokovice, 160 00, Czech Republic
SUPERVISORY BOARD
The Supervisory Board is the supervising body of the Company. The Supervisory Board consists of one member
and the decision of the sole member of the Supervisory Board is considered to be the decision
of the Supervisory Board as such. Members of the Supervisory Board are elected and revoked by the General
Meeting for a term of five years. The Supervisory Board supervises the exercise of powers by the Board
of Directors and the activities of the Company. The Supervisory Board reviews the annual, extraordinary,
consolidated and, if applicable, interim financial statements and the proposal for distribution of profits
or settlement of losses, and submits its statement to the General Meeting. It is entitled to inspect all
documents and records concerning the Company’s activities and check whether the accounting records are
properly maintained and accurate and whether the business or any other activity of the Company complies
with the applicable laws and regulations and the Articles of Association. Tomáš Porupka has held the position
of the sole member of the Supervisory Board through 2023. Mr. Porupka was elected on 8 November 2021
and has been acting as the sole member ever since.
The function shall be performed personally, with due care and, in general, in accordance with applicable laws
and the Articles of Association of the Company.
The member of the Supervisory Board accepted an obligation of confidentiality and noncompetition
to the extent determined by applicable laws or the Articles of Association of the Company.
Mr. Tomáš Porupka, Sole member of the Supervisory Board of the Company
Appointment to the Supervisory Board: 9 November 2021
Date of expiration of current term: 9 November 2026
Business address: Evropská 866/71, Prague 6, Vokovice, 160 00, Czech Republic
Mr. Porupka is not an employee of the Company.
Conflict of Interest
The Company is not aware of any potential conflict of interest between the obligations of the members
of the Board of Directors and the sole member of the Supervisory Board of the Company related to the exercise
of their functions and their private interest or other obligations. However, the performance of the office
as members of the Boards of Directors or Supervisory Boards of the companies within the Group may
constitute a conflict of interest due to the fact that they are also members of the bodies of the other companies
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
45
and while performing the office of the other companies they are obliged to act in the interests of such
companies. Such interest may be different to the one of the Company.
Audit Committee
In March 2023, the Company established an Audit Committee in accordance with the requirements of Act
on Auditors after it has taken over obligations arising from the SAZKA SG 5.20/24 bonds (ISIN: CZ0003522930)
from Allwyn International.
As of 31 December 2023, the following persons form the Audit Committee:
• Mr. Roland Ruprecht
• Mr. Jan Hrazdira
• Mr. Martin Kořistka
The competence of the Audit Committee is set out by the Act on Auditors.
The Audit Committee held four meetings in person during the year on 26 May 2023, 23 November 2023 and 14
December 2023; one session was held per rollam.
CORPORATE GOVERNANCE AND ADMINISTRATION CODES
In the Czech Republic, no binding corporate governance codes have been adopted by the legislature (or any
administrative body), apart from the general rules set out by the law. As the Company did not conduct any
business in 2022 or prior, the Company did not consider it necessary to adopt its own corporate governance
and administration codes beyond the requirements set out in applicable law for the 2022 period or prior.
The Company has adopted three policies in 2023, namely the Anti-Money Laundering & Counter. Terrorist
Financing Policy, the Anti-Bribery and Corruption policy and the Insider Dealing Policy.
DIVERSITY POLICY APPLIED TO THE STATUTORY BODY AND THE SUPERVISORY BOARD
The Company does not fall within the group of entities required to have a diversity policy in place.
The Company has not established any such policy, also because it has no employees. The Group to which
the Company belongs, is however dedicated to diversity and equality. The Company also fully adheres
to the Czech law No. 198/2009 Coll., on equal treatment and on the legal means of protection against
discrimination and on amendment to some laws, as amended. The Group will address this topic in its report
on non-financial information for the financial year 2023, which is yet to be published.
FINANCIAL REPORTING PROCESS
The Company’s approach to risks in relation to the financial reporting process is primarily driven by the
Accounting Act. During 2023, the Company has not followed International Financial Reporting Standards
(“IFRS”) as adopted by the European Union. The Company has elected not to apply IFRS within the meaning
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
46
of Section 19a(2) of the Accounting Act for the financial year 2023 for the reasons set out in Section 19a(2)
of the Accounting Act because the Czech Bonds issued by the Company were admitted for trading
on the regulated market on a date other than the first day of the financial year in which the Company became
the issuer.
The Group as such follows unified accounting policies defined in consolidation guidelines of Allwyn
International. These guidelines are in full compliance with generally applicable accounting standards.
The guidelines are supplemented with additional documents detailing specific areas of the accounting process.
General principles applicable to the preparation of the Company’s financial statements are specified
in the accounting rules. As a rule, any accounting document may only be entered into the books
of the Company on the basis of approved supporting documents. Approvals take place primarily online,
through an approval process in the enterprise information system. The scope of each approving signatory
authority is set forth in the relevant company’s internal regulations. In each material organisation,
the accounting function is separated from the process of managing business relations, including
the administration of bank accounts and payment of liabilities; however, the situation may differ
in organisations with a small number of employees, where separation of duties is not reasonably achievable.
Only users with appropriate privileges have access to the accounting system. Access privileges for the system
are granted by means of a software application and are subject to approval by a superior and a system
administrator. Access privileges are granted according to each employee’s position. Only employees
of the relevant accounting department have privileges for active operations in the accounting system. All
logins to the accounting system are logged in a database and can be searched retroactively. The accounting
system allows identification of the user that created, changed or reversed any accounting record, thereby
allowing potential mistakes or fraud to be identified and rectified.
The accuracy of the accounts and financial statements is checked by an independent auditor, which audits
standalone financial statements prepared with respect to the reporting date, that is, 31 December of a given
year. Selected accounting areas are also subjected to internal audits to verify whether the procedures used
are in compliance with applicable law and the Group’s internal regulations. Where discrepancies are found,
corrective action is proposed.
Other Regulatory Disclosures
SUMMARY OF REGULATORY INFORMATION REQUIRED BY SECTIONS 21(2) ET SEQ. AND 32G
OF THE ACCOUNTING ACT
The Accounting Act requires certain information to be disclosed in the annual financial report of entities that
are required to have their financial statements audited. The Company hereby presents a summary containing
either the required information or references to the sections of other parts of the annual report where
the relevant information is provided.
Allwyn Financing Czech Republic 2 a.s.
Annual report for the year ended 31 December 2023
47
● Subsequent events occurred after 31 December 2023 that are material to the purpose of the annual report
are described in Note 11 to the Financial Statements.
● The prospects for the future expected business development of the Company are elaborated on page 3
et seg. in the chapter on the role of the Company within the Group.
● The Company does not conduct any research or development activities.
● The Company has not acquired any equity shares or equity interests in any other form during the period
from 1 January to 31 December 2023. Therefore, the Annual Report does not contain a report on business
activities within the meaning of Section 307 the Business Corporations Act.
● Allwyn International will publish non-financial information pursuant to Section 21(2)(e) and Section 32g
of the Accounting Act in a separate report, which will be published no later than 30 June 2024
on the website (https://www.allwynentertainment.com/investors/sazka-group-debt-investor-hub).
The Company will thus not issue its own report on non-financial information. The obligations to describe
in the Company's annual report, in particular the Company's environmental and labour relations activities,
will be fulfilled by a separate report on non-financial information published by Allwyn International.
● As at the date of this Annual Report, the Company does not have a branch or other parts of its business
establishment abroad.
● The Report on Relations pursuant to Section 82 of the Business Corporations Act forms part of this Annual
Report on page 26 et seq.
● The Annual Report does not include any overview of the Company’s risk management objectives
and methods, because the Company did not have any material activity in 2023 and was not exposed to any
material risks.
● The Annual Report does not include any overview of any price, credit, liquidity or cash flow risks, because
the Company did not have any material activity in 2023 and was not exposed to any material risks.
● In 2023, the Company has not seen any direct financial impact from the Russian invasion of Ukraine
or the impact of the crisis in the Middle East.
The Company has no further information to disclose according to special legal regulations.
Statement by the Board of Directors
We hereby declare that to the best of our knowledge, the financial statements have been prepared
in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities,
financial position and results of operations of the Company, and the annual report under the law governing
accounting includes a fair review of the development and performance of the Company and the position
of the Company, together with a description of the principal risks and uncertainties the Company faces.
