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Intralot S.A.

Share Issue/Capital Change Oct 1, 2025

2695_rns_2025-10-01_0eb34874-3493-4e15-adb6-4c0cdd15b55a.pdf

Share Issue/Capital Change

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NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, SWITZERLAND, CANADA, SOUTH AFRICA, UNITED ARAB EMIRATES, DUBAI INTERNATIONAL FINANCIAL CENTRE, QATAR, SINGAPORE, KUWAIT, BRAZIL OR IN ANY JURISDICTION IN WHICH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL

ANNOUNCEMENT

INTRALOT S.A. launches combined offering of new ordinary, registered voting shares of nominal value of €0.30 each today, as part of its share capital increase with offering price of up to €1.27 per share in cash

October 1, 2025

Further to the announcement by Intralot S.A. Integrated Lottery Systems and Services (the "Company") dated September 30, 2025 regarding the decision of its Board of Directors to carry out a share capital increase, the Company is launching a combined offering of new ordinary voting shares, each having a par value of €0.30, whose number shall be no fewer than 350,000,000 or higher than 450,000,000 (the "Offer Shares"), and an offering price that will not be higher than €1.27 per Offer Share.

The Offer Shares will be offered in a combined offering:

  • (a) in Greece, to retail and qualified investors through an offer to the public (the "Greek Public Offering") within the meaning of point (d) of article 2 of Regulation (EU) 2017/1129 (the "Prospectus Regulation"), in accordance with the Prospectus Regulation, the Delegated Regulations (EU) 2019/980 and 2019/979, the applicable provisions of Law 4706/2020 and relevant implementing decisions of the Board of Directors of the Hellenic Capital Markets Commission, pursuant to a disclosure document prepared in accordance with Article 1(4)(db) of the Prospectus Regulation, as amended by Regulation (EU) 2024/2809; and
  • (b) placed outside of Greece, to qualified, institutional and other eligible investors, through a private placement book-building process, in reliance on one or more exemptions from the requirement to publish or passport a prospectus under the Prospectus Regulation and/or other national law provisions in relevant jurisdictions, including in the United States under Rule 144A (the "Institutional Offering" and jointly with the Greek Public Offering the "Combined Offering"). In connection with the Institutional Offering, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE and Jefferies GmbH will act as Joint Global Coordinators and Joint Bookrunners, Barclays Bank Ireland PLC will act as Senior Bookrunner, and Alpha Bank S.A., Ambrosia Capital Hellas Single Member Investment Services S.A., CrediaBank S.A., Euroxx Securities S.A., Optima Bank S.A. and Piraeus Bank S.A. will act as Co-Managers.

The Greek Public Offering period will be three (3) business days, starting on October 1, 2025 and ending on October 3, 2025 at 16:00, Greek time. During the same time period (October 1, 2025 until October 3, 2025) the Institutional Offering will also take place.

Existing shareholders participating in the Greek Public Offering shall receive priority allocation of the Offer Shares.

ENQUIRIES

INTRALOT S.A. Andreas Chrysos, Group Chief Financial Officer Tel: +30 210 61 56 000, E-mail: [email protected]

Important Regulatory Notice

This announcement constitutes a public disclosure of inside information by the Company under Article 17(1) of Regulation (EU) No 596/2014.

There can be no assurance that the offering will be completed or, if completed, as to the terms on which it will be completed.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any Offer Shares, nor will there be any sale of Offer Shares referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale is not permitted. The Offer Shares have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements of the U.S. Securities Act.

It may be unlawful to distribute these materials in certain jurisdictions. These materials are not for distribution in Australia, Japan, Switzerland, Canada, South Africa, United Arab Emirates, Dubai International Financial Centre, Qatar, Singapore, Kuwait, Brazil or the United States of America. The information in these materials does not constitute an offer of securities for sale in Australia, Japan, Switzerland, Canada, South Africa, United Arab Emirates, Dubai International Financial Centre, Qatar, Singapore, Kuwait, Brazil orthe United States of America.

This announcement has been prepared on the basis that any offer of the Offer Shares in any Member State of the European Economic Area ("EEA") (each, a "Relevant Member State"), other than in Greece, will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") from the requirement to publish a prospectus for offers of the Offer Shares. Accordingly, any person making or intending to make any offer in that Relevant Member State, other than in Greece, of the Offer Shares which are the subject of the offering contemplated in this document may only do so in circumstances in which no obligation arises for the Company or any of the managers with respect to such securities to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor the managers with respect to such securities have authorized, nor do they authorize, the making of any offer of securities in circumstances in which an obligation arises for the Company or any managers of such securities to publish or supplement a prospectus for such offer.

This announcement is only being distributed to, and is only directed at, persons in the United Kingdom that are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation and that also (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (iii) are persons to whom it may otherwise be lawfully communicated or otherwise in circumstances which have not resulted and will not result in an offer to the public of the shares in the United Kingdom within the meaning of the Financial Services and Markets Act 2000 (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

MiFID II (ECPs and Professional Clients only): Manufacturer target market (MiFID II product governance) is high net worth retail investors, professional investors and eligible counterparties target market (all distribution channels). No PRIIPs key information document (KID) has been prepared as the securities are not available to any retail investor in the EEA (other than in line with the target market).

This announcement may include projections and other "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of the Company about future events and financial performance. The use of any of the words "expect," "anticipate," "continue," "will," "project," "should," "believe," "plans," "intends" and similar expressions are intended to identify forward-looking information or statements. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that such statements and information will prove to be correct. Since forwardlooking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties.

The forward-looking statements and information contained in this announcement are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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