Gamenet S p A : ANNOUNCEMENT OF THE BOARD OF DIRECTORS OF GAMENET GROUP S.P.A. PURSUANT TO ART. 103, PARAGRAPH 3, OF LEGISLATIVE DECREE N.58 DATED 24 FEBRUARY 1998

ANNOUNCEMENT OF THE BOARD OF DIRECTORS OF

GAMENET GROUP S.P.A.

Pursuant to art. 103, paragraph 3, of Legislative Decree No. 58 dated 24February 1998, as

subsequently amended and supplemented and art. 39 of the Consob Regulation adopted through

resolution no. 11971 dated 14 May 1999, as subsequently amended and supplemented, in

connection with the

MANDATORY TOTALITARIAN PUBLIC TENDER OFFER

LAUNCHED BY GAMMA BIDCO S.P.A.

Pursuant to art. 102 and 106, paragraph 1-bis, of Legislative Decree no. 58 dated 24 February

1998, as subsequently amended and supplemented

Index

TABLE OF CONTENTS

DEFINITIONS………………………………………………………………………………………………………………………3

INTRODUCTION…………………………………………………………………………………………………………………..7

1. Description of the meeting of the Board of Directors of 23 January 2020 …………………………….....7
2. Data and elements useful for the evaluation of the Offer …………………………………………………….…9
3. Board of Directors' Assessments on the Offer and on the fairness of the Price…………………………..10
4. Indication of the participation of the members of the Board of Directors in the negotiations for the conclusion of the transaction………………………………………………………………………………………………14
5. Update of information made available to the public and announcement of material events pursuant to art. 39, paragraph 1, lett. h) of the Issuers Regulation………………………………………….14
6. Information referred to in art. 39, paragraph 1, letter h) of the Issuers of Regulation………………15
7. Board of Directors' Conclusions………………………………………………………………………………………….16 ATTACHMENT 1 …………………………………………………………………………………………………………………18

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DEFINITIONS

Additional

Shareholding

Board of Directors

Borsa Italiana

Borsa Italiana open day

Consob

The 774.976 ordinary shares of Gamenet, representing 2,583% of the Issuer's capital, purchased by the Offeror between 19 November 2019 and 20 January 2020.

Gamenet Board of Director in office on the Date of the Announcement.

Borsa Italiana S.p.A., with registered office in Milano, Piazza degli Affari n. 6.

Each open day of the Italian regulated markets, based on the calendar annually scheduled and published by Borsa Italiana.

Commissione Nazionale per le Società e la Borsa (the Italian Companies and Exchange Commission), with registered office at Via G .B. Martini, 3, Rome.

Date of Announcement 23 January 2020, the date of approval of this Announcement by the Board of Directors of Gamenet.

Date of Execution	16 December 2019, the date when: (i) following the closing of the
		Purchase Agreements, the Acquisition by the Offeror of Gamenet,
		for the price of Euro 13,00 per ordinary share has been concluded;
		and (ii) the announcement to the Offeror has been notified to
		Consob and to the public.
Date	of	Offer The date of publication of the Offer Document pursuant to art. 38 of
Document		the Issuers Regulation.

Delisting

Electronic

Stock Market or MTA

Gamenet Group

The delisting of Gamenet Shares from the Electronic Stock Market, STAR Segment, organized and managed by Borsa Italiana.

The Electronic Stock Market organized and managed by Borsa Italiana (Mercato Telematico Azionario).

Gamenet and the companies directly or indirectly controlled by Gamenet.

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Independent Directors The Independent Directors of the Issuer, Claudia Ricchetti, Laura Ciambellotti and John Paul Maurice Bowtell.

Independent Directors' The reasoned opinion setting forth the assessments on the Offer and

Opinionon the fairness of the Price, approved on 23 January 2020 drafted by the Issuer's Independent Directors who are not related parties of the Offeror, within the meaning set forth in art. 39-bis of the Issuers Regulation.

Intralot			Intralot Italian Investments B.V., a company under Dutch Law with
			registered office in Nachtwachtlaan 20-24, 1058 EA Amsterdam
			(The Netherlands), registered with the Italian Companies Register
			at no. 67885934.
Intralot	Purchase	The purchase agreement undersigned on 22 October 2019 by
Agreement			Gamma Bidco, in its capacity of buyer, and Intralot, in its capacity
			of seller, having as its subject matter Intralot's Shareholding.
Intralot Shareholding	The 6.000.000 ordinary shares of Gamenet, representing 20,00%
			of the Issuer's share capital.
Issuer or Gamenet		Gamenet Group S.p.A., a company established under Italian law,
			with registered office at Via degli Aldobrandeschi n. 300, Roma,
			registered with the Companies Register of Rome at VAT no.
			13917321005, having at the Date of the Announcement a stated
			share capital of Euro 32.300.625,00 subscribed and paid in for Euro
			30.000.000,00, divided in 30.000.000 ordinary shares (plus
			368.100,00 ordinary shares to be issued upon subscription of the
			share capital increase), with no nominal value, listed on the STAR
			segment of MTA market, organized and managed by Borsa Italiana.
Issuer's			This announcement drafted pursuant to art. 103, paragraph 3, of the
Announcement	or	TUF and art. 39 of the Issuers Regulation, approved by the Issuer's
Announcement		Board of Directors on 23 January 2020.
Issuers Regulation		The Consob Regulation adopted by resolution no. 11971 dated 14
			May 1999, as subsequently amended and supplemented.
Offer			The mandatory totalitarian public tender offer for the Shares,
			launched by the Offeror pursuant to arts. 102 and 106, paragraph 1-
			bis of the TUF, as well as applicable implementing provisions set
			forth in the Issuers Regulation, as described in the Offer Document.

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Offer Document	The Offer Document prepared by the Offeror pursuant to arts. 102
	of the TUF and 38 of the Issuers Regulation.
Offeror or Gamma	Gamma Bidco S.p.A., a sole shareholder company under Italian law,
Bidco	with legal office in Milan, Via Monte Napoleone n.29, registered
	with the Companies Register of Milano-Monza-Brianza-Lodi, at
	VAT no. 1008390962, having at the Date of the Announcement an
	entirely subscribed and paid in share capital of Euro 50.000,00.

Offeror's

Announcement

Period of adhesion

The announcement made by the Offeror 16on December 2019, pursuant to art. 102, paragraph 1, of the TUF and art. 37, paragraph 1, of the Issuers Regulation, concerning the promotion of the Offer.

The period, agreed upon with Borsa Italiana, corresponding to 15 Days of Open Stock Exchange, which will begin at ore 8:30 am on 27 January 2020 and will end at 5:30 pm on 14 February 2020, except for the case of prorogations, during which it will be possible to accept the Offer.

Persons	Acting	in Collectively, the persons acting in concert with the Offeror, in other
Concert		words, AGM Management LLC, Euro Leverage (investment fund
		managed by Apollo Management IX L.P.), Gamma Topco S.à.r.l. and
		Gamma Midco S.p.A., as well as all the other entities in the chain of
		control of the Offeror as indicated in Section B, Paragraph B.1.5 of
		the Offer Document.
Price		The amount of Euro 13,00 per Share that will be paid by the Offeror
		to those who will have accepted the Offer for each Share tendered to
		the Offer which is purchased by the Offeror.
RAAB Shareholding	The 4.800.000 ordinary shares of Gamenet, representing 16% of the
		Issuer's share capital, acquired through a reverse accelerated book
		building on 15 November 2019.
Shareholding	The 14.600.000 ordinary shares of Gamenet, representing 48,67%
		of the Issuer's share capital.
Share or Shares	One or more of the ordinary shares of Gamenet forming the subject
		matter of the Offer.

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Stock Option Plan	The stock option plan called "Stock Option Plan 2017-2020"
		approved by the Board of Directors of Gamenet on 20 October 2017
		and later modified on 27 April 2018.
TCP		TCP Lux Eurinvest S.r.l., a company under Luxemburg Law with its
		legal office in Luxemburg, at Boulevard Royal L-2449, registered
		with the Luxemburg Companies Register at no. B157686.
TCP	Purchase	The purchase agreement undersigned on 22 October 2019 by
Agreement		Gamma Bidco, in its capacity of buyer, and TCP, in its capacity of
		seller, having as its subject matter TCP Shareholding.
TCP Shareholding	The n. 8.600.000 ordinary shares of Gamenet, representing 28,67%
		of the Issuer's share capital.
TUF		Legislative decree no. 58 dated 24 February 1998, as subsequently
		amended and supplemented.
UBI Banca		UBI Corporate and Investment banking, financial advisor
		appointed by the independent Directors.

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INTRODUCTION

By Offeror's Announcement on 16 December 2019 the Offeror announced to Consob and to the market the satisfaction of the legal conditions calling for the launch by the same Offeror, also in name and on behalf of the Persons Acting in Concert, of a mandatory totalitarian public tender offer having as its subject matter the entirety of the outstanding ordinary shares of Gamenet, in addition to a maximum of 1.500.000 ordinary shares of Gamenet in case of exercise of all the stock options resulting from the Stock Option Plan, after the deduction of (i) the ordinary shares already held by the Offeror and (ii) the Issuer's own shares that would remain as a result of the non-exercise of all or part of the stock options resulting from the Stock Option Plan. The Offer is launched in compliance with the fulfillment of the obligation originated with the purchase of the Shareholding by the Offeror.

On 7 January 2020, the Offeror filed the Offer Document with Consob.

On 22 January 2020 Consob approved the Offer Document.

Since the Offer is mandatory, it is not subject to any condition in order to be valid and effective and it is directed to all shareholders, without any distinction and under equal conditions.

* * *

Since the Offeror holds a shareholding exceeding 30% of the Issuer's share capital, the Offer falls under the case referred to in art. 39-bis, paragraph 1, letter a), point 1), of the Issuers Regulation. Therefore, prior to the approval of the Issuer's Announcement, Gamenet Independent Directors delivered a reasoned opinion on 23 January 2020, setting forth their assessments on the Offer and the Price, as described below (Paragraph 3.2.3).

On 23 January 2020, the Board of Directors met in order to examine the Offer and approve this Announcement which, pursuant to and for the purposes of art. 103, paragraph 3, of the TUF and art. 39 of the Issuers Regulation, sets forth all information that may be useful in order to consider the Offer and the Board's assessment on the same.

For complete and exhaustive information of the legal basis, terms and conditions of the Offer, reference must be made solely to the Offer Document. Therefore, this Announcement is not intended, in any respect whatsoever, to replace the Offer Document and does not constitute in any way whatsoever, nor may it be construed as, a recommendation to accept or to decline the Offer.

* * *

1. DESCRIPTION OF THE BOARD OF DIRECTORS' MEETING HELD ON 23 JANUARY 2020

1.1. Attendees at the Board of Directors' meeting

The following directors attended in person or by conference-call, the Board of Directors' meeting held on 23 January 2020, during which the Offer was examined and this Issuer's Announcement was approved pursuant to art. 103, paragraph 3, of the TUF and art. 39 of the Issuers Regulation:

Vittorio Pignatti Morano Campori*	Chairman
Guglielmo Angelozzi*	Vice Chairman
Giacinto D'Onofrio*	Director

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Claudia Ricchetti*	Independent Director
John Paul Maurice Bowtell**	Independent Director
Andrea Moneta**	Director
Michele Rabà**	Director
Michael Ian Saffer**	Director

• Appointed by the Board of Directors' meeting held on 27 April 2019
• Co-optedby the Board of Directors held on 16 December 2019 The director Laura Ciambellotti justified her absence.

On behalf of the Board of Statutory Auditors, in person or by conference-call, Maurizio De Magistris (Chairman) Andrea Collalti and Francesca Di Donato.

1.2. Specification of own or third-party interests in connection with the Offer.

Before discussing the item on the agenda related to the examination of the Offer and pursuant to art.

2391 of the Italian Civil Code and art. 39, paragraph 1, letter b) of the Issuers Regulation:

• The Chairman, Vittorio Pignatti Morano Campori, stated that he holds the role of Chairman and co-founder of Trilantic Europe, Partner and other positions in Trilantic founds, and that he took part in the negotiations of the TCP Purchase Agreement;
• Giacinto D'Onofrio stated that he holds the role of Partner of Trilantic Capital Partners Europe and other positions in Trilantic funds, and that he took part in the negotiations of the TCP Purchase Agreement;
• Andrea Moneta stated that he holds the role of Senior Advisor Italy and Operating Partner PE FS of Apollo Management International LLP and that he took part in the negotiations of the TCP Purchase Agreement;
• Michele Rabà stated that he holds the role of Partner of Apollo Management International, LLP and that he took part in the negotiations of the Purchase Agreements;
• Michael Ian Saffer stated that he holds the role of Principal of the London Private Equity team of Apollo Management International, LLP and that he took part in the negotiations of the Purchase Agreements;
• Guglielmo Angelozzi states that, following the Acquisition, he has earned the right to exercise no. 945.000 stock options granted to the latter in accordance with the Stock Option Plan for the purchase of the same number of shares of Gamenet.

Given the above, the directors Andrea Moneta, Michele Rabà and Michael Ian Saffer considered appropriate not to render their opinions on the Issuer's Announcement.

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For the sake of completeness, in relation to the attendance of the Board of Directors' members in the negotiations for the closing of the Purchase Agreements, reference is made to the provisions set forth below, in Section 4 of this Announcement.

1.3. Documentation examined

The Board of Directors, in assessing the Offer and the Price and for purposes of approval of this Announcement, has examined the following documentation:

• The Offeror's Announcement, by which the Offeror announced the Offer's launch;
• the Offer Document, as submitted by the Offeror to Consob on 7 January 2020 and sent to Gamenet on the same date and, later, in its final version approved by Consob on 22 January 2020;
• The opinion of the Independent Directors;
• The opinion rendered on 22 January 2020 by UBI BANCA, appointed by the Independent Directors;

1.4. Outcome of the Board of Directors' meeting

The Board of Directors approved this Issuer's Announcement with the favorable vote of the directors Vittorio Pignatti Morano Campori, Giacinto D'Onofrio, Guglielmo Angelozzi, Claudia Ricchetti and John Paul Maurice Bowtell. The directors Andrea Moneta, Michele Rabà and Michael Ian Saffer abstained from voting in light of the interests represented at the beginning of the meeting and aummarized under paragraph 1.2 above.

The Board of Directors also granted a mandate to the Chairman and to the Managing Director, individually and with a right of sub-delegation, to proceed with the publication of the Issuer's Announcement and with all of the formalities/requirements provided under the applicable legal framework and, where required, to make amendments or integrations to the same Announcement, including following requests by Consob or any other competent authority or to make any updates that may become necessary as a result of any change in the information set forth in the Announcement in accordance with art. 39, paragraph 4, of the Issuers Regulation.

2. DATA AND ELEMENTS USEFUL FOR EVALUATING THE OFFER

This announcement is published together with the Offer Document and disseminated as a schedule to the same. for a complete and detailed understanding of all of the terms and conditions of the offer, reference is made to the contents of the offer document and, in particular, to the paragraphs of the offer document indicated below:

• Section A - Special Notices/Warnings;
• Section B, Paragraph B.1 - Information on the Offeror;
• Section B, Paragraph B.2.6 - Recent performance and future prospects;
• Section C - Classes and quantities of the financial instruments covered by the Offer;
• Section E - Unit price of the financial instruments and justification of the same;
• Section F - Procedures and terms for accepting the Offer, dates and procedures for payment of the price and restitution of the shares;

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• Section G - Funding sources, guarantees on exact performance and future plans of the Offeror.

3. BOARD OF DIRECTORS' ASSESSMENTS ON THE OFFER AND ON THE FAIRNESS OF THE PRICE

3.1. Evaluation of the Offer and of the Offeror's future plans

The Board of Directors acknowledges the reasons underlying the transaction and the future plans that the Offeror intends to pursue in relation to the Issuer's business, described in Section G, Paragraph G.2, of the Offer Document, which include, inter alia, the intention to:

• Guarantee stable shareholding and management continuity which will enable the Issuer to seize possible future opportunities in the gaming and betting market both in Italy and abroad and will also allow a strategic vision for the creation of value for the business over the mid-long term and growth, possibly also through acquisitions;
• Acquire all the shares of Gamenet and subsequently obtain the delisting of all the Issuer's ordinary shares from the Electronic Stock Market.

In particular, the Offeror stated that the above strategic goals of growth, development and creation of value, can be better achieved in a scenario where the Issuer is not a public but a wholly owned company; as a matter of fact, based on the Offeror's evaluations, being a public company could limit the possibility to fully pursue the Offeror's own strategic goals and to implement its own strategy of expansion in the online sector.

The offer document indicates that the Offeror could consider the possibility to proceed with the merger by incorporation of Gamenet into the Offeror or into another company not listed on the stock market controlling or controlled by the Offeror as a result of the Offer, in order to achieve the Delisting, or subsequently, following the fulfillment of the purchase obligation pursuant to art. 108, paragraph 2, of the TUF and / or the exercise of the purchase right pursuant to art. 111, paragraph 1, of the TUF, in the event that all the above is required and considered adequate for the best achievement of the goals inherent to Offeror's future plans or in order to enable a shorter control chain.

In the event that, in order to complete the Delisting, the Offeror proceeded to the afore mentioned merger of Gamenet into the Offeror or into a different non listed company controlling or controlled by the Offeror, the Issuer's shareholders, who did not accept the Offer and who did not take part in the resolution for the approval of the merger, could exercise the right of withdrawal pursuant to art. 2437-quinquies of the Italian Civil Code. In this case, the shares liquidation value, subject matter of the withdrawal right, would be calculated pursuant to art. 2437-ter of the Italian Civil Code. Therefore, following the merger, the shareholders who decided not to exercise the withdrawal right would be the holders of financial instruments not negotiated on any regulated market, thus resulting in the future as an obstacle for the liquidation of their investment.

Based on the above premises, in the alternative scenario where the Issuer merged into the Offeror or into another non-listed company after the Delisting (also following the execution of the purchase obligation of the Shares pursuant to art. 108, paragraph 1, of TUF and/or the execution of the purchase right pursuant to art. 111, paragraph 1, of the TUF), the Issuer's shareholders who did not take part in the resolution for the approval of the merger, should be entitled to exercise their withdrawal right only if one of the requirements set forth in art. 2437 of the Civil Code occurred. In this case, the liquidation value of the shares that form the subject matter of the withdrawal, would be calculated according to the provisions of art. 2437-ter, paragraph 2, of the Civil Code, by the

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directors, based on the opinion rendered by the board of auditors and of the external auditor, taking into account the Issuer's assets, its future income potential, and also the possible market value of the shares.

In the Offer Document it is also noted that the merger will be evaluated in the prospective of enabling a shorter Issuer's control chain and that the merger, considering the companies involved in it, might determine the applicability of art. 2501-bis of the Civil Code. In this regard, the Offeror points out that the holders of the Issuer's shares who have not approved the Offer or who have not exercised their withdrawal right as a result of the merger in accordance with what has been described above, would hold shares in a company's capital with a potential debt level higher than that of the Issuer at the time prior to the merger.

In this regard, also, the Offer Document specifies that as of now it is not possible to quantify the potential additional debt level of the company, weather entire or partial, that might generate from the merger.

In light of the foregoing, the Board of the Directors acknowledges that the Offeror's objectives appear to be consistent with the industrial strategic vision of growth and with the business model of Gamenet, taking into account the Offeror's intention of ensuring the Issuer's shareholding stability and management continuity, in order to seize new development and growth opportunities and therefore the Issuer's best enhancement.

3.2. Assessment on the Price fairness

3.2.1. Main information on the Price set forth in the Offer Document

The Board of Directors acknowledges that the Offer's Price, according to what is indicated in Section E of the Offer Document:

• is equal to 13,00 euro per Share tendered to the Offer;
• considering the mandatory nature of the Offer and the structure of the transaction that generates the obligation to launch the Offer, the Price was set pursuant to art. 106, paragraph 2, of the TUF, which states that the Offer must be launched at a price not lower than the highest price paid by the Offeror and/or by the persons acting in concert with the Offeror for the purchase of the Issuer's shares over the twelve months preceding the Date of the Announcement. Indeed, the Price is equal to the purchase price of RAAB Shareholding, of the Shareholding and of the Additional Participation. According to the information provided in the Offer Document, neither the Offeror nor the persons acting in concert with the Offeror have concluded any other purchase of shares of the Issuer in the twelve months preceding the date of the Offeror's announcement;
• The price must be considered net of any stamp duties, if due, and fees, commissions and expenses that will be borne by the Offeror, while the substitute tax on capital gains, where due, will be borne by the persons who accept the Offer.

The total maximum consideration of the Offer, calculated taking into account (i) the Price of Euro 13,00 per Share and (ii) the maximum total number of the shares that form the subject matter of the Offer (including the maximum no. of 1.500.000 ordinary shares of Gamenet in case of exercise of all stock options), is equal to Euro132.510.612,00.

The Offeror - as it is represented in the Offer Document, - has financed the total maximum consideration of the Offer partially through own funds and partly through bank loans.

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Furthermore, as noted in the Offer Document under G.1.3, in order to guarantee the fulfillment of the Offeror's payment obligation within the Offer's realm, pursuant to article 37-bis of the Issuers Regulation, Unicredit S.p.A. will guarantee the correct performance of the Offeror's payment obligations by undertaking to pay those adherent to the Offer, in one or more instalments, in the event that the Offeror will not fulfill its obligation to pay the Price, a total amount not exceeding the maximum consideration of the Offer and to use this total amount exclusively for the payment of the Price. The afore mentioned total amount, which is equal to the maximum consideration of the Offer, can be immediately claimed for the payment of the Price and it is irrevocably bound to the same payment.

The Offeror has specified that the Price includes:

• A premium equal to approximately 35,8% with respect to the average weighted price per Share during the last 12 months prior to 22 October 2019 included, in other words the last open day of the exchange market (Borsa Aperta) before the Date of the Announcement of the signing of the Purchase Agreements (Euro 9,570);
• A discount equal to approximately 5,7% of the closing price on 22 October 2019 (Euro 13,790).

As indicated in Section E, Paragraph E.4, of the Offer Document, set forth below is a summary of a comparison between the Price and the (i) last official closing price of the ordinary shares of Gamenet as registered on 22 October 2109, and (ii) the arithmetic weighted average of official prices registered by Gamenet ordinary shares respectively 1, 3, 6 months and 1 year prior to the date of announcement of the signing of the Purchase Agreements.

Reference period	Average weighted price in the	Price vs
	reference period (Euro)	average weighted price
Official price on 22 October 2019	13,790	-5,7%
Average price 1 month	12,044	+7,9%
Average price 3 months	10,934	+18,9%
Average price 6 months	10,086	+28,9%
Average price 1 year	9,570	+35,8%

Source: calculation based on the data provided by Borsa Italiana

For a comparison of the Price with some of the Issuer's indicators and for further information on the Price, reference is made to Section E, Paragraph 3 of the Offer Document.

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3.2.2 Independent Directors' Opinion.

Pursuant to art. 39-bis of the Issuers Regulation, the fact that the Offeror holds a shareholding exceeding 30% of the Issuer's share capital requires that the Issuer's Independent Directors who are not related parties of the Offeror, must draft a reasoned opinion setting forth their assessments on the Offer and on the fairness of the Price.

For this task's performance the Issuer's Independent Directors availed themselves of the support of UBI Banca, who rendered its opinion on 22 January 2020.

UBI Banca stated that it has no economic, capital or financial relationship with the parties involved in the Offer, including the Issuer and the other companies of Gamenet Group, except for the granting of a loan in favour of New Matic S.r.l., a subsidiary of Gamenet S.p.A.. The value of the loan is not significant and, in any case, unsuitable to compromise UBI Banca's independence.

For the purpose of their Opinion, the Independent Directors held several meetings in order to launch and coordinate the procedure, select the independent financial advisor and then discuss with the latter the most suitable methods to be applied and, eventually, the results of the analysis carried out.

As result of this process, the Independent Directors' Opinion has been released on 23 January 2020. The conclusions laid down therein are based on the following evaluation methods:

• Unlevered Discounted Cash Flow: main method based on the nature of the Issuer's business and on the availability of the Business Plan. This evaluation method is based on the Issuer's perspective capacity to generate cash flows in the mid-long term, estimating the value of its share capital as the algebraic sum of (i) the weighted average cost of capital ("WACC") of the cash flows operating along an explicit projection horizon; and (ii) the so-called terminal value, which expresses the value of the business after the last year of the explicit projection and takes into account a continual growth rate.
• Stock market multiples: this method consists in evaluating a company based on the application of the multiples expressed by listed companies comparable to the results expected by the same company. In order to consider the Issuer's cash generation, the comparison has been carried out with reference to the EBITDA multiple, net of the investments.
• Comparable deal multiples: this method consists in evaluating a company based on implicit multiples observed with reference to transactions concerning majority shares in similar companies. The comparison has been carried out with reference to the EBITDA multiple of comparable transactions.
• Stock market price with a premium: by this method, a company is given a value equal to the one that is attributed to it by the stock exchange in which the shares are listed and a premium. In consideration of the nature of the Offer, the analysis involved the average prizes starting from the announcement of the Offer for mandatory or voluntary public tender offers concerning shares listed on the MTA and on Borsa Italiana's AIM (Alternative Investment Market) during the last 5 years relative to 3 to 6 months periods.

The values for Gamenet shares resulting from the application of the evaluating methods are listed below:

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Evaluation Methods	Price of the Offer (€)
Unlevered Discounted Cash Flow	[11,44 - 14,31]
Stock market multiples	[11,97 - 14,70]
Comparable deal multiples	[12,75 - 14,43]
Stock market price with a premium	[12,33 - 13,08]

Based on the aforementioned analysis, UBI Banca deemed the Price to be financially fair.

Taking the aforesaid analysis into account and considering that the evaluation of the Price should be primarily based on the results given by the Discounted Cash Flow method - which are also confirmed by the application of the other methods used for a double check -, the Independent Directors have unanimously positively evaluated the objectives and purposes of the Offer and deemed that the Price is financially appropriate for the shareholders.

For further information regarding the evaluations delivered by the Independent Directors not connected to the Offeror please refer to the Opinion of the Independent Directors and of the independent expert appointed by the same, attached to this Announcement (Attachment 1).

4. INDICATION ON THE PARTICIPATION BY THE MEMBERS OF THE BOARD OF DIRECTORS IN THE NEGOTIATIONS FOR THE CONCLUSION OF THE TRANSACTION

Chairman Vittorio Pignatti Morano Campori, and vice chairman, Giacinto D'Onofrio, participated in the negotiations for the signing of TCP Purchase Agreement in their capacity of managers entitled to manage the shares held by Trilantic Europe.

Andrea Moneta participated in the negotiations for the closing of the Purchase Agreements in his capacity of Senior Advisor Italy and Operating Partner PE FS of Apollo Management International, LLP.

Michele Rabà participated in the negotiations for the closing of the Purchase Agreements in his capacity of Partner PE FS of Apollo Management International, LLP.

Michael Ian Saffer participated in the negotiations for the closing of the Purchase Agreements in his capacity of Principal of the London Private Equity team of Apollo Management International, LLP.

No other member of the Board of Directors in office at the Date of the Announcement has taken part to the negotiations for the closing of the transaction in the context of which the Offer has been launched.

5. UPDATE OF THE INFORMATION MADE AVAILABLE TO THE PUBLIC AND ANNOUNCEMENT OF THE MATERIAL EVENTS PURSUANT TO ART. 39 OF THE ISSUERS REGULATION

5.1 Information on material events that occurred after the approval of the most recent financial statements or the most recently published periodic interim report

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On 14 November 2019, the Board of Directors approved the consolidated interim report closed on 30 September 2019. Such report reveals an improvement of the main indicators (EBITDA, EBIT and profit for the period) compared to the same period of the preceding financial year.

In this regards the following has to be highlighted:

• The EBITDA of Gamenet Group as of 30 September 2019 is equal to euro 118,8 million compared to euro 65,7 million of the same preceding financial year, with a growth of 80,8%;
• The EBIT of Gamenet Group as of 30 September 2019 is equal to euro 35,2 million compared to euro 21,7 million of the preceding financial year;
• The profit for the period as of 30 September 2019 is equal to euro 5,4 million, compared to a loss reported in the amount of euro 4,8 million in the same period of the preceding year.

For further information on the economic situation of the Issuer as of 30 September 2019, please refer to the recent interim report published on the Issuer's website: www.gamenetgroup.it.

There are no other relevant events following the approval of the above interim report.

5.2. Information on the recent Issuer's trend and on the Issuer's prospects, when not set forth in the Offer Document

On 16 January 2020 the Issuer disclosed that in the first two weeks of January 2020 (hence starting from 1 January 2020, date from which the access to the VLT-Video Lottery Terminals is allowed only by using a tax identity code, pursuant to art. 9-quarter of D.L. no. 87 of 12 July 2018 issued by Law 96/2018), the collection in the VLT segment diminished by 35.2% compared to the same period of the previous year. This reduction is significantly higher compared to the one occurred during 2019, given that the Consolidated Interim Financial Report at 30 September 2019 indicated, only for the third quarter of 2019, a reduction year on year of the collection referred to the VLT segment at a rate of 7,1%.

Other than the abovementioned, there are no additional information on the recent trend and on the Issuer's prospects compared to what reported in Section B, Paragraph B.2.6 of the Offer Document and of the Interim Report approved by the Board of the Directors on 14 November 2019, to which reference is made.

6. INFORMATION REFERRED TO IN ART. 39, PARAGRAPH 1, LETTER H), OF THE ISSUERS REGULATION

As already mentioned, based on what is reported in the Offer Document, if upon the conclusion of the Offer a Delisting is not achieved, the Offeror will consider the opportunity to merge the Issuer into the Offeror or into another non-listed company with subsequent Delisting of the Issuer's shares. The Offeror represented it will consider the opportunity to merge the Issuer into the Offeror or into another non-listed company controlling or controlled by the Offeror also in the event that the Issuer's shares have ceased to be listed on the MTA in order to enable a shorter control chain. In this event, depending on which specific Company will be involved in the merger, art. 2501-bis of the Civil Code might be considered applicable (so called leveraged buy-out).

As of the Date of the Announcement, neither the Offeror nor the Issuer - or any other company controlling or controlled by the Offeror - has made any formal decision on the matters described above.

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The effects of a possible merger on the Issuer's indebtedness, on the loan agreements in place and on the related guarantees/security interests, as well as the possible need to enter into new loan agreements will depend upon which non-listed company will be the one to merge with the Issuer, the methods of implementing such merger and the suitability of the assets/capital and cash flows of the company surviving the merger to repay the indebtedness.

7. BOARD OF DIRECTORS' CONCLUSIONS

The Board of Directors, with the favorable vote by the directors Vittorio Pignatti Morano Campori, Giacinto D'Onofrio, Guglielmo Angelozzi, Claudia Ricchetti and John Paul Maurice Bowtell, with the abstension of Andrea Moneta, Michele Rabà and Michael Ian Saffer

• having acknowledged: (i) the Offer and the terms and conditions of the same described in the Offer Document; (ii) the Independent Directors' Opinion and (iii) the opinion issued by UBI Banca, in its capacity as independent financial advisor appointed by the same,
• agreeing with the conclusions set forth in the Independent Directors' Opinion,

considers the Price to be fair from a financial standpoint.

Such conclusion is reached on the basis of the indications discernible by adopting a series of analysis criteria and methods that are generally accepted and currently used in international practice, cited and described briefly above, that the Board finds convincing.

Give the above, the Board of Directors acknowledges that:

1. As reported in the Offer Document, one of the Offeror's objectives is the Delisting, to be achieved through the exercise of the right provided under arts. 108 and 111 of the TUF. Even in the event that the Offeror will not be able to achieve the withdrawal from the negotiation of the shares of Gamenet as a result of the Offer, the same Offeror will consider the opportunity to proceed with the merger by incorporation of Gamenet into the Offeror or into a non-listed company. In this case, the Issuer's shares will no longer be listed on the Electronic Stock Market MTA and, for this reason, the Issuer's shareholders who did not accept the Offer will be entitled to receive in exchange shares of a non-listed company. Those shareholders, who did not take part in the resolution for the approval of the merger, will have the right of withdrawal pursuant to art. 2437-quinquies, paragraph 3, of the Italian Civil Code. In this regard, it should also be noted that the liquidation value of the shares for which the withdrawal is exercised will be determined in accordance with art. 2437-ter, paragraph 3, of the Italian Civil Code and, in other words, making exclusive reference to the arithmetic average of closing prices over the six months preceding the publication of the notice of call of the shareholders' meeting called to express its decision on the merger.
2. The Offeror has stated that it will assess the possibility of proceeding with the merger by incorporation of Gamenet into the Offeror or a non-listed company controlling or controlled by the Offeror even in the event that the Issuer's shares have already ceased to be listed on the Electronic Stock Market). In such case, the Issuer's shareholders who did not take part in the resolution for the approval of the merger, would only have the right to withdraw if one of the requirements set forth by art. 2437 of the Civil Code is fulfilled and the liquidation value of the shares which form the subject matter of the withdrawal would be calculated pursuant to art. 2437-ter, paragraph 2, of the Civil code, taking into account the assets of the Issuer and its revenue prospects, in addition to the potential market value of the shares.

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1. Taking into account all described above, it is very unlikely that the shareholders who do not accept the Offer, will be guaranteed with a medium-long term investment, keeping the benefits that derive from the negotiability of the Issuer's shares on a regulated market, therefore, the Board of Directors is of the view that the Offer represents an opportunity to liquidate the shares held in Gamenet.

It should be noted that, in any case, this Announcement cannot be considered as a recommendation to adhere or not to the Offer and it in particular does not substitute the evaluation of each individual shareholder of Gamenet concerning the convenience of the Offer.

***

Approved by the Board of Directors on 23 January 2020

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ATTACHMENT 1

OPINION OF THE INDEPENDENT DIRECTORS

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