Gamenet S p A : FINAL RESULTS OF THE MANDATORY TENDER OFFER FOR ALL THE ORDINARY SHARES OF GAMENET GROUP S.P.A. LAUNCHED BY GAMMA BIDCO S.P.A.

Hereinafter is enclosed a press release at the request of Gamma Bidco S.p.A., a company formed on behalf of funds managed by Apollo Management IX, L.P.

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

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FINAL RESULTS OF THE MANDATORY TENDER OFFER FOR ALL THE ORDINARY SHARES

OF GAMENET GROUP S.P.A. LAUNCHED BY GAMMA BIDCO S.P.A.

TERMS FOR LAUNCHING THE JOINT PROCEDURE FOR THE OBLIGATION TO PURCHASE

(SELL-OUT) AND THE EXERCISE OF THE RIGHT TO PURCHASE (SQUEEZE- OUT)

• Acquisition by Gamma Bidco S.p.A. of a shareholding equal to 96.58% of the share capital of Gamenet Group S.p.A.
• Satisfied the conditions to launch the Joint Procedure for the Obligation to Purchase procedure (i.e. sell-out) pursuant to Art. 108, paragraph 1, IFA and the exercise of the Right to Purchase (squeeze-out) pursuant to Art. 111, IFA
• Withdrawal from listing of Gamenet Group S.p.A shares starting from Thursday February 26, 2020
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Rome, February 17, 2020 - As regards to the mandatory tender offer launched by Gamma Bidco S.p.A. (the "Offeror") pursuant to Articles 102 and 106, paragraph 1, of Italian legislative decree No. 58 of February 24, 1998, as amended and supplemented (the "Italian Financial Act" or "IFA"), for all the outstanding ordinary shares of Gamenet Group S.p.A. ("Gamenet Group" or the "Issuer") not held by the Offeror , listed on the Mercato Telematico Azionario regulated market, STAR Segment, organized and managed by Borsa Italiana S.p.A. (the "MTA", "Borsa Italiana" and the "Offer"), whose tender period (the "Tender Period") closed on February 14, 2020, the Offeror, announces the following.

Terms capitalized in this press release, where not otherwise defined, have the meaning set out in the offer document approved by CONSOB with resolution No. 21217 of January 22, 2020 and published on January 24, 2020 (the "Offer Document").

The Offer was launched on a maximum of no. 8,693,124 Gamenet Group ordinary shares, including the additional no. 1,500,000 ordinary shares of the Issuer as a result of the exercise of all stock options by the Issuer's management, for an aggregate amount of no. 10,193,124 ordinary shares (collectively, the "Shares") equal to approximately 33.56% of the Issuer's share capital, which, following the issuance on February 10, 2020 of additional no. 368,100 Gamenet Group Shares is made by no. 30,368,100 ordinary shares (the "Share Capital").

The Tender Period closed on February 14, 2020 at 17:30 (Italian time).

At the end of the Tender Period, no. 6,378,689 Shares have been tendered, representing approximately 21.00% of the Issuer's Share Capital, and 62.58% of the Shares subject of the Offer (the "Final Results"), based on the final results of the Offer collected by Banca IMI S.p.A. and Equita SIM S.p.A., in their capacity as Tender Agents (Intermediari Incaricati del Coordinamento della Raccolta delle Adesioni).

The aggregate number of the Shares which have been tendered during the Tender Period corresponds to the interim results announced by the Offeror on February 14, 2020.

As of the date hereof, the Offeror holds a total of no. 29,328,533 ordinary shares of Gamenet Group, representing approximately 96.58% of the Issuer's Share Capital, considering (i) the no. 20,174,976 Gamenet Group ordinary

shares directly held by the Offeror before the start of the Tender Period, (ii) the no. 2,774,868 Gamenet Group ordinary shares purchased by the Offeror on the market during the Tender Period (average price: 13.00, maximum price: 13.00) representing approximately 9.14% of the Issuer's Share Capital, as well as (iii) the no. 6,378,689 Shares tendered to the Offer.

The Consideration due to the holders of the Issuer's Shares tendered in the Offer during the Tender Period, equal to Euro 13.00 for each Share, for an aggregate value equal to Euro 82,922,957.00, will be paid on February 19, 2020, corresponding to the third Trading Day following the end of the Tender Period upon transfer to the Offeror of the ownership of those Shares.

In light of the Final Results, it is hereby confirmed that, as announced on February 14, 2020, since the Offeror holds at the end of the Tender Period a total stake at least equal to 95% of the Issuer's Share Capital, the Offeror hereby declares, in accordance with the indications contained in Notice (Avvertenza) A.12.2.III and in Section G, Paragraph G.3 of the Offer Document, that: (i) the Tender Period will not be reopened (pursuant to and in compliance with Art. 40-bis, paragraph 3, letter b), of the Issuers' Regulation) and (ii) all the legal requirements for the exercise of the Right to Purchase have been met with reference to the remaining no. 1,039,567 Gamenet Group Shares, representing 3.42% of the Issuer's Share Capital (the "Remaining Shares") (Art. 111 IFA, and of the Obligation to Purchase under Art. 108, paragraph 1, IFA).

In light of the final results of the Offer, as declared in the Offer Document, the Offeror will exercise the Right to Purchase (Art. 111 IFA) and will concurrently fulfill the Obligation to Purchase (Art. 108, paragraph 1, IFA), hence initiating one single agreed procedure (the "Joint Procedure") regarding all the Remaining Shares, and delivering a per share consideration for each Remaining Share equal to the Consideration of the Offer (i.e. equal to Euro 13.00). Given the Remaining Shares, the overall consideration of the Joint Procedure is equal to Euro 13,514,371.00 (the "Overall Consideration").

In order to carry out the Joint Procedure, by February 26, 2020 an amount equal to the Overall Consideration will be deposited by the Offeror with the Bank Guarantor on a bank account in the name of the Offeror and committed to the payment of the consideration of the Joint Procedure. The Joint Procedure will become effective on February 26, 2020, when the Offeror confirms to the Issuer that the deposit has been made with UniCredit S.p.A. and that the amounts for the payment of the Overall Consideration are available.

It should be noted that the Right to Purchase will be exercised on all the Remaining Shares and, as such - regardless of any payment request relating to the Overall Consideration above - the transfer to the Offeror of the ownership of the Remaining Shares will be effective from the moment notice of the deposit of the Overall Consideration with UniCredit S.p.A. is given to the Issuer, which will make the related entries in the shareholders' register (pursuant to Art. 111, paragraph 3, IFA).

Holders of Remaining Shares may obtain payment of the consideration of the Joint Procedure directly from their respective Appointed Intermediaries or Depositary Intermediaries. The obligation to pay the consideration of the Joint Procedure shall be deemed to be fulfilled when the relevant amounts are transferred to the Appointed Intermediaries or Depositary Intermediaries from which the Remaining Shares subject to the Joint Procedure originate. The risk that the Appointed Intermediaries or Depositary Intermediaries do not transfer the sums to the entitled parties or delay the transfer remains solely with the shareholders.

Pursuant to article 2949 of the Italian Civil Code, following the five-year limitation period from the date on which the Overall Consideration is deposited, the right of the holders of the Remaining Shares to obtain payment of the Overall Consideration will be time barred and the Offeror shall be entitled to claw back the amounts deposited and not collected, without prejudice to the provisions of articles 2941 et seq. of the Italian Civil Code.

It should be noted that Borsa Italiana, in compliance with the provisions of Art. 2.5.1, paragraph 6, of the Borsa Italiana Regulation (Regolamento di Borsa), will arrange for the Issuer's shares to be suspended from listing on the MTA, STAR Segment, during the February 24, 2020 and February 25, 2020 sessions and withdrawn from listing starting from the February 26, 2020 session.

The Offer Document is available on the website of the Issuer (www.gamenetgroup.it), at the registered office of the Issuer, of the Offeror and of the Tender Agents (Intermediari Incaricati del Coordinamento della Raccolta delle Adesioni), as well as on the website of the Global Information Agent (www.morrowsodali-transactions.com).

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In the context of the Offer, Banca IMI S.p.A. and Equita SIM S.p.A. have acted as Tender Agents (Intermediari Incaricati del Coordinamento della Raccolta delle Adesioni), whereas Paul, Weiss, Rifkind, Wharton & Garrison LLP and Latham & Watkins LLP have acted as legal advisors to the Offeror.

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION

(EU) NO. 596/2014 (THE "MARKET ABUSE REGULATION").

This announcement has been issued by, and is the sole responsibility of, Gamma Bidco S.p.A.

The Offer contemplated in this press release has been launched in Italy only. The Offer has not been launched in the United States, in Canada, Japan and Australia, nor in any other country where such Offer or the adherence thereto is in contrast with the laws and regulations on financial instruments in such country or would require the registration with, authorization from or filing with the competent authorities (such countries, including the United States, Canada, Japan and Australia, collectively, the "Excluded Countries"), neither by using communication means or domestic or international trade of the Excluded Countries, nor through any structure of any of the financial intermediaries of the Excluded Countries, nor in any other way. No action has been taken to make the Offer possible in any of the Excluded Countries.

This press release, or any part thereof, as well as any document issued in the future by the Offeror in reference to the Offer may not be sent, disclosed or otherwise distributed, neither directly nor indirectly, in the Excluded Countries. Any person receiving such documents shall not distribute, disclose or send them in the Excluded Countries. This press release as well as any and all other documents issued by the Offeror in the framework of the Offer shall not be intended and shall not be construed as an offer to purchase or as an invitation to sell financial instruments to U.S. Persons (as defined in the U.S. Securities Act of 1933, as later amended) or to persons residing in the Excluded Countries. No instrument may be offered or sold in the Excluded Countries unless the clearances required under the applicable provisions of law of such Excluded Countries have previously been obtained or such provisions may be derogated. The adherence to the Offer by persons residing outside of Italy may be subject to specific obligations or restrictions set out by the applicable laws or regulations. The compliance with any such laws and regulations shall be the exclusive responsibility of the addressees of the Offer, who shall therefore verify the existence and applicability of the Offer before adhering to it by seeking advice from own business consultants. The Offeror may not be held liable for the infringement by any person of the above limitations.