Share Issue/Capital Change • Oct 8, 2025
Share Issue/Capital Change
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ANNOUNCEMENT TO INVESTORS – OUTCOME OF THE OFFERING OF NEW, COMMON, REGISTERED, DEMATERIALISED, VOTING SHARES OF " INTRALOT S.A. - INTEGRATED LOTTERY SYSTEMS AND SERVICES"
THIS ANNOUNCEMENT IS NOT ADDRESSED TO, AND WILL NOT BE ACCESSED BY, PERSONS IN THE UNITED STATES OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, JAPAN, SWITZERLAND, CANADA, SOUTH AFRICA, UNITED ARAB EMIRATES, DUBAI INTERNATIONAL FINANCIAL CENTRE, QATAR, SINGAPORE, KUWAIT, BRAZIL OR ANY OTHER JURISDICTION WHERE AN EXTENSION OF THE AVAILABILITY OF THE ANNOUNCEMENT WOULD CONSTITUTE A VIOLATION OF ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENSE WITHIN SUCH JURISDICTION


INTRALOT S.A. – INTEGRATED LOTTERY SYSTEMS AND SERVICES (the "Company") and the Coordinators of the Greek Public Offering announce, in accordance with the Hellenic Capital Market Commission circular No. 23/22.06.2004 that:
Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE and Jefferies GmbH acted as Joint
Global Coordinators and Joint Bookrunners for the Institutional Offering, while Barclays Bank Ireland PLC acted as Senior Bookrunner for the Institutional Offering; Piraeus Bank S.A., Alpha Bank S.A., Optima bank S.A., CrediaBank S.A., Ambrosia Capital Hellas Single Member Investment Services S.A. and Euroxx Securities S.A. acted as Co-Managers for the Institutional Offering.
Piraeus Bank S.A. and Alpha Bank S.A. acted as Coordinators for the Greek Public Offering, while Optima bank S.A., CrediaBank S.A., Ambrosia Capital Hellas Single Member Investment Services S.A. and Euroxx Securities S.A. acted as Placement Agents for the Greek Public Offering.
Total valid demand at the Offering Price expressed by investors participating in the Combined Offering amounted to 1,181,585,484 shares, oversubscribing the 390,000,000 New Combined Offering Shares that were ultimately offered through the Combined Offering, by approximately 3 times.
In particular, taking into account only the valid subscriptions of the Combined Offering:
(i) 100,000,000 New Combined Offering Shares (i.e. corresponding to approximately 25.6% of the total New Combined Offering Shares) were allocated to Retail Investors and Qualified Investors participating in the Greek Public Offering. Existing Shareholders participating in the Greek Public Offering were entitled to Priority Allocation.
The total valid demand in the Greek Public Offering exceeded the amount of shares initially allocated to the Greek Public Offering by multiple times. Investors of the Greek Public Offering should be informed of any reduction in the percentage of their subscription applications through their DSS Participants.
Further to the above, the share capital of the Company increased by €117,000,000 (nominal value) with the issuance of 390,000,000 new, common, dematerialized, registered, voting shares, with a nominal value of €0.30 each – also, by €262,112,121.90 (nominal value), in the context of the Company's parallel in kind share capital increase, with the issuance to the contributing companies, Premier Entertainment Sub, LLC and PE Sub Holdings, LLC, of a total of 873,707,073 new, ordinary, registered voting shares of the Company with a nominal value of €0.30 and an issue price of €1.30 per share (the "New in Kind Shares " and together with the New Combined Offering Shares the "New Shares").
The difference between the nominal price and the issue price of the New Shares will be credited to the Company's share premium account.
Consequently, the share capital of the Company amounts to €560,340,808.20 (nominal value), divided into 1.867.802.694 common, registered shares with voting rights, with a nominal value of €0.30 each.
period payments); while (c) the surplus, will be used as working capital within 12 months.
Regarding the timing of the use of proceeds, the Company intends to use the net proceeds raised from the Combined Offering under (a) and (b) immediately upon completion of the Combined Offering.
The exact date when New Shares will be credited to the securities accounts of the beneficiaries and the date of the New Shares' commencement of trading on the Athens Stock Exchange will be announced via a follow-up announcement of the Company.
Capitalized terms used herein shall have the same meaning ascribed to them in the previous referenced announcements.
For more information, shareholders can contact the Company's Shareholder Services Department, at the email [email protected] and [email protected] to the attention of Mr. Michael Tsagalakis and Mr. Antonios Mandylas tel. +30 210 6156000.
Peania, 08.10.2025
INTRALOT S.A. - INTEGRATED LOTTERY SYSTEMS AND SERVICES
***
This announcement constitutes a public disclosure of inside information by the Company under Article 17(1) of Regulation (EU) No 596/2014.
The information contained in this announcement is for background purposes only and does not purport to be full or complete.
Neither this announcement nor anything contained in it shall form the basis of, or be relied upon in conjunction with, any offer or commitment whatsoever in any jurisdiction. Investors should not acquire any New Combined Offering Shares except on the basis of the information contained in the offering document.
This announcement has been prepared for information purposes only and does not constitute or form a part of any offer of securities for sale or solicitation of an offer to purchase or subscribe for securities in any jurisdiction in which such offers or sale are unlawful, including the United States, Australia, Japan, Switzerland, Canada, South Africa, United Arab Emirates, Dubai International Financial Centre, Qatar, Singapore, Kuwait, Brazil, or in any jurisdiction in which such offers or sales are unlawful or constitute a breach of any applicable regulations (the "Excluded Territories"). The New Combined Offering Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, registration under the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. The New Combined Offering Shares may be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the US Securities Act, and outside the United States in offshore transactions in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States. Further, the New Combined Offering Shares referred to herein will not be registered and may not be offered or sold under any applicable securities laws of any state, province, territory, country or jurisdiction of the Excluded Territories. Accordingly, unless an exemption under relevant securities laws is applicable, any such New Combined Offering Shares may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such Offer Shares in, the relevant jurisdiction.
Any offer of New Combined Offering Shares in any member state of the European Economic Area (the "EEA") (each a "Member State") (with the exception of Greece) will be made pursuant to an exemption under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the "Prospectus Regulation") from the requirement to publish a prospectus for offers of shares. As a consequence, the New Combined Offering Shares may only be offered and sold in any Member State pursuant to an exemption under the Prospectus Regulation. In any member state of the EEA, other than Greece, that has implemented the Prospectus Regulation (each a "Relevant Member State"), the announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of the
Prospectus Regulation ("Qualified Investors").
Any offer of the New Combined Offering Shares in the United Kingdom will be made pursuant to an exemption under the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") from the requirement to publish a prospectus for offers of shares. As a consequence, the New Combined Offering Shares may only be offered and sold in the United Kingdom pursuant to an exemption under the UK Prospectus Regulation. In the United Kingdom, the announcement is being distributed only to, and is directed only at, "qualified investors" within the meaning of Regulation 2(e) of the UK Prospectus Regulation as amended and supplemented (including by the UK Prospectus Amendment Regulations 2019 and Financial Services and Market Act 2000 (Prospectus) Regulation 2019), who are also persons: (i) who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order"); (ii) who are high net worth bodies corporate, unincorporated associations and partnerships or the trustee of high value trusts falling within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise lawfully be communicated.
The offering οf the New Combined Offering Shares may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Combined Offering will proceed to closing and that the listing will occur.
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