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Confidential | Combination of Lottomatica and CIRSA Creating a global gaming champion 2 September 2026
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2 Disclaimer THIS PRESENTATION (AS DEFINED BELOW) OR ANY PART OF IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES OR POSSESSIONS, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR TO ANY RESIDENT THEREOF OR ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL. THIS PRESENTATION IS NOT AN OFFER OR INVITATION TO BUY, SELL OR SUBSCRIBE FOR SECURITIES IN ANY JURISDICTION. This proprietary presentation (including any accompanying oral presentation, question and answer session and any other document or materials distributed with or in connection with this presentation) (collectively, the “Presentation”) has been jointly prepared by Lottomatica Group S.p.A. ("Lottomatica" and together with its subsidiaries ("Lottomatica Group") and Cirsa Enterprises, S.A. (“CIRSA" and together with its subsidiaries "Cirsa Group"; Lottomatica and Cirsa together the "Companies") for information purposes only. The Presentation does not, and is not intended to, constitute or form part of, and should not be construed as, an offer to sell, a solicitation to buy, an invitation or a solicitation of an offer, to buy, sell or subscribe for or otherwise acquire, any securities of any kind in any jurisdiction where such an offer, solicitation or sale should require registration, qualification, notice, disclosure or application in the United States or in any other jurisdiction, nor shall it or any part of it form the basis of or be relied upon in connection with or act as any inducement or recommendation to enter into any contract or commitment or investment decision whatsoever. The information set forth herein is qualified in its entirety by the information set out in the last financial statements published on the Companies’ website as of and for the six months ended June 30, 2026. The Presentation has not been independently verified, contains summary information only, does not purport to be comprehensive and is not intended to be (and should not be used as) the sole basis of any analysis or other evaluation. No representation or warranty (express or implied) is made or will be made as to, and no reliance should be placed on, the accuracy, completeness, quality, relevance, sufficiency or fairness for any purpose whatsoever of any of the information contained in the Presentation, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein relating to, or resulting from, the Presentation, its inaccuracy or incompleteness, or the use of, or reliance upon, the Presentation. To the extent applicable, the industry, market and competitive position data contained in the Presentation has come from official or third party sources. Third-party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the fairness, quality, accuracy, relevance, completeness or sufficiency of such data. While the Lottomatica Group and Cirsa Group believe that each of these publications, studies and surveys has been prepared by a reputable source, the Lottomatica Group and Cirsa Group have not independently verified the data contained therein. In light of the foregoing, no reliance may be or should be placed on any of the industry, market or competitive position data contained in the Presentation. This presentation contains forward-looking statements regarding the Lottomatica Group and Cirsa Group as well as the combined company. Such statements are not historical facts and are subject to risks and uncertainties, many of which are beyond the Companies' control, that could cause actual results to differ materially. Except as required by law, none of the parties undertakes any obligation to update any forward-looking statement. Forward-looking statements are generally identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates” and similar expressions. Although the managements of Lottomatica Group and Cirsa Group believe that the respective expectations reflected in such forward- looking statements are reasonable, investors and holders of Lottomatica Group and Cirsa Group shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Lottomatica Group and Cirsa Group, respectively, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Except as required by applicable law, neither Lottomatica Group nor Cirsa Group undertake any obligation to update any forward-looking information or statements. This document includes estimates relating to the synergies expected to arise from the merger and the combination of the business operations of Lottomatica Group and Cirsa Group, as well as related integration costs, which have been prepared by Lottomatica Group and Cirsa Group and are based on a number of assumptions and judgments. Such estimates present the expected future impact of the merger and the business operations of Lottomatica Group and Cirsa Group on Lottomatica Group's business, financial condition and results of operations. The assumptions relating to the estimated synergies and related integration costs are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause the actual synergies from the merger of Lottomatica Group and Cirsa Group, if any, and related integration costs to differ materially from the estimates in this document. Further, there can be no certainty that the merger will be completed in the manner and timeframe described in this document, or at all. The Presentation contains in addition to the financial measures provided by International Financial Reporting Standards (“IFRS”), several measures derived from the latter even if not defined by IFRS (the “Non-IFRS Financial Measures”). These measures are presented in order to allow a better assessment of the Lottomatica Group and Cirsa Group operating performance and should not be considered alternatives to those provided by IFRS. Specifically, the Non-IFRS Financial Measures are not required by, or presented in accordance with, IFRS or any other generally accepted accounting standards. The Non-IFRS Financial Measures do not have any standardized meaning and therefore are unlikely to be comparable to similar measures presented by other companies. The Lottomatica Group and Cirsa Group use the foregoing measures to help evaluate its performance. As an indicator of the Lottomatica Group and Cirsa Group performance, these measures have limitations and should not be considered in isolation or as an alternative to, or more meaningful than, measures of performance as determined in accordance with IFRS. The Lottomatica Group and Cirsa Group believe these measures to be key measures as they demonstrate the Lottomatica Group and Cirsa Group underlying ability to generate the cash necessary to fund operations and support activities related to its major assets. By reading or accessing the Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Lottomatica Group and Cirsa Group and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Lottomatica Group and Cirsa Group business. Run-rate adjustments regarding synergy and cost savings estimates are based on a number of assumptions made in reliance on the information available and the Companies’ management's judgment, and they are inherently uncertain and subject to a wide variety of significant business, economic, and competitive risks and uncertainties. Recipients should not construe the contents of the Presentation as legal, tax, regulatory, financial or accounting advice and are urged to consult with their own advisers in relation to such matters. Unless as otherwise stated herein, the Presentation speaks only as of June 30, 2026 and the information and opinions contained in the Presentation are subject to change without notice and do not purport to contain all information that may be required to evaluate the Lottomatica Group and Cirsa Group. The information included in the Presentation may be subject to updating, completion, revision and amendment and such information may change materially. No person is under any obligation to update or keep current the information contained in the Presentation and any opinions expressed relating thereto are subject to change without notice. To the fullest extent permissible by law, the Lottomatica Group and Cirsa Group disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of the Presentation. The unaudited proforma financial information has been prepared by management of Lottomatica Group and Cirsa Group. The unaudited proforma financial information was not prepared with a view towards compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of proforma financial information, IFRS or any other internationally accepted accounting principles. Our independent auditors have not audited, reviewed, compiled or performed any procedures with respect to such unaudited proforma financial information for the purpose of its inclusion herein and accordingly, they have not expressed an opinion or provided any form of assurance with respect thereto for the purpose of the Presentation. Furthermore, the unaudited proforma financial information does not take into account any circumstances or events occurring after the period it refers to. The unaudited proforma financial information is for information purposes only and does not purport to represent or to be indicative of the consolidated results of operations of the Lottomatica Group and Cirsa Group and is not, and should not be taken as, representative of the Lottomatica Group and Cirsa Group future consolidated results of operations, nor does it purport to project the Lottomatica Group and Cirsa Group results of operations for any future period and should be not used for such purpose. The unaudited proforma financial information is based on a number of assumptions that are subject to inherent uncertainties subject to change. In addition, although we believe the unaudited proforma financial information to be reasonable, our actual results may vary and such variations could be material. As such, you should not place undue reliance on such unaudited financial information and it should not be regarded as an indication that it will be an accurate prediction of future events.
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3 Today’s presenters Laurence Van Lancker Deputy Chief Executive Officer and CFO, Lottomatica ▪ CFO since 2021, Deputy CEO since 2025 ▪ 26 years of experience ▪ Prior experience includes Co-Head of TMT Investment Banking for EMEA at Credit Suisse Guglielmo Angelozzi Chairman and Chief Executive Officer, Lottomatica ▪ CEO since 2014, Chairman since 2025 ▪ 27 years of experience ▪ Prior experience includes SVP at IGT, Bain & Company and Accenture Antonio Hostench Chief Executive Officer, CIRSA ▪ CEO since 2022, Director of Corporate Strategy and Development at CIRSA from 2008 –2022 ▪ Previously Chairman of Sportium from 2008 – 2018 ▪ 36 years of experience ▪ Prior experience includes N+1 (Alantra) and Roland Berger
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4 Creating a global champion • Creating a global champion of ~€2bn Adj. EBITDA(1) through an all-share combination (merger of CIRSA into Lottomatica): - Lottomatica shareholders to own ~67.5% and CIRSA shareholders to own ~32.5% of the combined company (o/w Blackstone to own ~24%) - CIRSA shareholders to receive an extraordinary dividend equal to €262m (or €1.56 per share) prior to merger completion - Combined company to return capital to shareholders equal to €744m post merger completion (partial voluntary tender offer and / or extraordinary dividend) • Estimated total run-rate cost synergies of ~€115m (to be achieved in 3 years post completion) • Net leverage expected to be 2.7x(2) at completion, with visible deleveraging to pro forma target net leverage policy of 2.0-2.5x • Buyback will continue before completion and after as BoD plans to return up to €4bn to shareholders over the next 3 years(3) (to be approved by the relevant GMs) • Key management of the combined company: - Chairman and CEO: Guglielmo Angelozzi - Deputy CEO and CFO: Laurence Van Lancker - CEO of CIRSA: Antonio Hostench - CFO of CIRSA: Antonio Grau • Board of Directors: 2 additional directors nominated upon designation by Blackstone Based on the current outstanding shares of Lottomatica and CIRSA net of shares held in treasury. Notes: (1) Based on LTM Adj. EBITDA as of Jun-26 for Lottomatica and CIRSA, including €101m of operating cost run-rate synergies. CIRSA Adj. EBITDA includes 12 months of contribution from recent acquisitions as of Jun-26. (2) Based on LTM as at H1-27. Net debt pro forma for capital returns. Pro forma EBITDA includes run-rate pre-tax operating cost synergies of €101m. (3) Post merger completion.
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5 Lottomatica and CIRSA today Source: Company information. Notes: (1) Based on 2026E guidance confirmed by Lottomatica and CIRSA on 28-Jul-26 and 30-Jul-26, respectively. (2) Based on the midpoint of Capex guidance provided by Lottomatica and CIRSA; Lottomatica only includes recurring and concession capex. (3) Based on LTM H1-26 Adj. EBITDA %. CIRSA shown gross of CIRSA EBITDA eliminations. (4) Consists of Lottomatica Online, Lottomatica Sports Franchise, and CIRSA Online Gaming & Betting. (5) Consists of Lottomatica Gaming Franchise, CIRSA Slots Italy, and CIRSA Slots Spain. (6) Consists of CIRSA Casinos. (7) Rest of World includes Panama, Colombia, Mexico, Peru, Dominican Republic, Costa Rica, Paraguay, Portugal and Morocco; No EBITDA contribution from Paraguay given CIRSA announced its entry into Paraguay via the acquisition of Slots del Sol in Jul-26. Financial Product and geography breakdown by Adj. EBITDA(3) Overview #1 operator in Spain, with leadership in other attractive, high-growth markets 11 # of markets 8 # of leadership positions ~€34bn ’26E TAM €600-620m 2026E OFCF (EBITDA – Capex)(2) €800-820m 2026E EBITDA(1) 7% Italy 50% Spain 43% Rest of World(7) 53% Casinos(6) 34% Distributed Gaming(5) 13% Online and Sports(4) #1 operator in Italy 1 # of markets 1 # of leadership positions ~€16bn ’26E TAM €780-820m 2026E OFCF (Adj. EBITDA – Capex)(2) €940-980m 2026E Adj. EBITDA(1) 100% Italy 79% Online and Sports(4) 21% Distributed Gaming(5)
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6 Confirming and strengthening Lottomatica’s investment proposition: sustained growth, cash generation and returns to shareholders GROWTH AND CASH FLOW GENERATION SHAREHOLDER RETURNS Further enhances Lottomatica’s shareholder value proposition of sustainable growth and returns ✓ Transaction expected to be accretive to Lottomatica’s medium-term top-line growth ✓ Consistent track record of profitable growth✓ Source: Company information. Notes: (1) Reflects Net Operating Revenue less Gaming Taxes, aligned with Lottomatica’s revenue reporting definition. (2) Based on the mid-point of 2026E guidance range confirmed by Lottomatica and CIRSA on 28-Jul-26 and 30-Jul-26, respectively. Cash conversion defined as OFCF divided by Adj. EBITDA. (3) Via share buybacks and dividends. Market cap based on share price of €24.77 as at 1-Sep-26 and current outstanding shares net of shares held in treasury. (4) Based on share price of €24.77 as at 1-Sep-26, IPO price of €9.00 and dividend per share of €0.24 paid on 22-May-24, €0.30 paid on 21-May-25, and €0.44 paid on 22-May-26. Total shareholder returns +186% TSR(4) since 2023 IPO Significant shareholder distributions 11% of market cap returned since June 2025(3) +13% CAGR from H1-24 to H1-26 +11% CAGR from H1-24 to H1-26(1) Consistent revenue growth High cash flow generation Transaction improves liquidity for all shareholders✓ >80% 2026E Cash Conversion(2) >70% 2026E Cash Conversion(2)
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7 A compelling opportunity Accelerates CIRSA’s Online growth organically and inorganically leveraging Lottomatica’s capabilities Creation of a global gaming champion with c.€2bn EBITDA #1 position in Italy and Spain, with leadership positions in other high -growth complementary markets Total cash synergies of ~€115m per year Strong execution capabilities, with two management teams who have consistently delivered over the last 10 years Consistent combined growth and shareholder distributions vs. standalone, with larger pro forma free float and liquidity 1 2 3 5 6 4
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8 (2) Combined company will be the 2nd largest listed gaming and sports betting operator globally (5) LTM H1-26 Adjusted EBITDA(1) (€m) (4) (6) Source: Company information. FX rates used represent the average exchange rates over the period. Notes: (1) Adjusted EBITDA presented on a post-IFRS 16 basis for European peers and on a US GAAP basis for US peers. (2) Includes €101m of run-rate synergies. (3) Including PrizePicks LTM EBITDA contribution on pro forma 100% basis and excluding share of profit from equity method investees for consistency amongst peers. (4) Based on Group Underlying EBITDA for LTM H1-26. (5) Including FY2025 Tipico EBITDA (€475m; implied from Banijay’s PF FY25 Adj. EBITDA of €0.9bn including the Tipico acquisition), LTM H1-26 Banijay Gaming EBITDA excl. Tipico and JOA (€418m; adjusted to exclude Tipico’s implied EBITDA contribution during H1-26), and identified synergies (c.€100m). (6) Calculated as the sum of Bally’s Intralot LTM H1-26 EBITDA (c.€400m), evoke LTM H1-26 EBITDA (c.€394m), and run-rate cost synergies (c.€196m). (7) LTM H1-26 including 12 months contribution of recently acquired EBITDA (8) Including Rhino Group PF FY2025 EBITDA (c.€14m). (8) (3) (7) 2026E EBITDA guidance €800m-€820m 2026E EBITDA guidance €940m-€980m 2,100 1,812 1,518 1,314 993 989 914 865 796 555 429 274 176 160
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9 TAM doubles, with undisputed leadership in Italy and in Spain, complemented by number 1 positions in high-quality markets with double-digit online growth Source: Company information, H2 Gambling Capital - August 2026. Notes: (1) Includes Onshore Online and Land-based, excludes Lottery. (2) Rest of World includes Panama, Colombia, Mexico, Peru, Dominican Republic, Costa Rica, Paraguay, Portugal and Morocco; TAM statistics in table exclude Dominican Republic, Costa Rica, and Paraguay due to lack of available data. (3) Includes Panama, Colombia, Dominican Republic, Peru, Costa Rica, Paraguay and Morocco in Casino. (4) Compares Italy standalone vs. Combined Company. 2x+ ’26E TAM(1) +7 p.p. ’23A-’26E Online TAM CAGR(4) +8 Leadership Positions A B C in €m Highlights % of PF LTM H1-26 EBITDA Market Position ‘26E TAM(1) ’23A-’26E Online TAM CAGR Italy Clear market leader across all verticals and engine of growth + cash flow generation 57% ~€16bn ~12% Spain Market leader in key gaming verticals, growing and highly cash generative with significant runway for online growth 23% ~€7bn ~15% Rest of World(2) Portfolio of attractive, high-growth markets 20% ~€11bn ~30% Combined Company 100% ~€34bn ~19% x7(3) x9 A B C Pro Forma vs. Lottomatica Standalone
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10 80% of EBITDA from Italy and Spain, two of the largest and most stable gaming markets in Europe Diversified geographical footprint and balanced multi-channel business 97% of EBITDA from #1 Market Positions Geographic breakdown(1) Channel breakdown(1,3) Italy 57% Spain 23% Rest of World 20%(2) Online and Sports 48%(5) Casinos 25%(6) Distributed Gaming(4) 27% LTM H1-26 PF Adjusted EBITDA % LTM H1-26 PF Adjusted EBITDA % Source: Company information. Notes: (1) Based on LTM H1-26 Adj. EBITDA %. (2) Rest of World includes Panama, Colombia, Mexico, Peru, Dominican Republic, Costa Rica, Paraguay, Portugal and Morocco; No EBITDA contribution from Paraguay given CIRSA announced its entry into Paraguay via the acquisition of Slots del Sol in Jul-26. (3) Gross of CIRSA Adj. EBITDA eliminations. (4) Consists of Lottomatica Gaming Franchise, CIRSA Slots Italy, and CIRSA Slots Spain. (5) Consists of Lottomatica Online, Lottomatica Sports Franchise, and CIRSA Online Gaming & Betting. (6) Consists of CIRSA Casinos. (7) Revenue basis for margin calculation based on Net Operating Revenues less Gaming taxes, consistent with Lottomatica reporting. (8) Cash Conversion calculated as (Adj. EBITDA – Capex) / Adj. EBITDA. • >45% EBITDA margin(7) • >80% cash conversion(8)
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11 ~€115m of cash synergies from Opex and Interest cost savings Opex savings Interest cost savings ~€115m total run-rate synergies expected within 3 years post-completion Capitalising on Lottomatica management’s expertise in delivering successful M&A integrations ▪ Pre-tax operating cost synergies of ~€101m by end of 3rd full year post-completion ▪ Estimated costs to achieve of c.€120m to be incurred over three years after completion Summary Synergy overview ▪ Procurement ▪ Technology ▪ Trading / risk management ▪ Shared services ▪ G&A ~€101m ▪ Improved credit profile vs. CIRSA standalone ~€14m(1) Notes: (1) Assuming select CIRSA debt instruments are refinanced at Lottomatica’s current cost of capital. (2) Based on LTM H1-26 operating cost base. ~4% of combined operating cost base(2)
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12 ✓ Unified, proprietary tech stack ✓ Full product control ✓ Increased from 50% proprietary gaming platform in 2017 to 100% today(1) ▪ Fragmented technology stack ▪ No group-wide technology back-bone ▪ No unified data layer – customer data siloed by brand ▪ Generic, one-size-fits-all marketing ▪ Narrower, less differentiated product set ▪ Highly reliant on third party supplier content ▪ Online and retail running as largely separate channels ▪ Limited digital integration ✓ Lottomatica CORE and LAMP: - Advanced and insourced digital marketing capabilities - Proprietary AI platform ✓ Increased retention rate from ~70% in 2017 to ~80%+ today(1) ✓ Full spectrum product offering, engineered for cross-sell ✓ Sports, casino, live tables on one platform to widen wallet share ✓ 10x increase in sports markets per match(1) ✓ Enhanced capability to operate either pure online model (e.g. Betflag) or omni-channel model ✓ Increased online users from ~0.2m in 2017 to ~2.2m today(1) Leveraging Lottomatica’s assets and capabilities to boost CIRSA’s Online business 2017 Today Lottomatica CIRSA TodayCapabilities & Assets Core technology AI / CRM and digital infrastructure Depth of product portfolio Online and omni-channel capability ▪ Strong growth in attractive, high-potential markets supported by talented local teams with deep market knowledge ▪ Fragmented technology solutions ▪ 3rd party sports offering and risk management ▪ Considerable runway for growth in online casino ▪ Potential to enhance omnichannel proposition with 50m+ annual visitors across gaming and leisure venues Note: (1) Management estimates.
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13 CIRSA today (~24%)(3) Accelerating CIRSA’s move to Online – replicating Lottomatica’s Online execution Source: Company information. Notes: (1) CIRSA Online includes CIRSA Online Gaming and Betting segment. (2) Lottomatica Figures from 2023 onwards include the impact of the PWO consolidation. (3) Revenue basis for margin calculation based on Net Operating Revenues less Gaming taxes, consistent with Lottomatica reporting. Online EBITDA Margin %(1,2)% Share of Online EBITDA(1,2) CIRSA today (~13%) Lottomatica today Lottomatica today Significant runway and value creation upside Significant runway and value creation upside Structural similarities between Lottomatica and CIRSA markets will allow Lottomatica to deploy its proven playbook to increase CIRSA’s share of online EBITDA and margin 21.0% 26.9% 41.3% 42.7% 43.1% 56.1% 57.7% 53.6% 55.4% 57.9% 2017 2018 2019 2020 2021 2022 2023 2024 2025 H1 2026 2.5% 6.1% 19.1% 44.7% 53.0% 42.0% 51.8% 59.2% 61.8% 65.3% 2017 2018 2019 2020 2021 2022 2023 2024 2025 H1 2026
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14 Well-run companies with a consistent track record of delivering profitable growth in the last 10 years Lottomatica Adj. EBITDA last 40Q evolution (€m)(1) CIRSA Adj. EBITDA last 40Q evolution (€m)(2) Source: Company information. Notes: (1) Q1 2024 based on normalized payout (excluding the impact of a particularly negative payout). (2) Q3 2016 to Q1 2018 shown including Argentina. Q2 2018 reflects Argentina deconsolidation. Covid restrictions Quarterly positive YoY growth (%) Quarterly negative YoY growth (%) Covid restrictions
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15 Attractive financial profile and consistent capital returns with enhanced liquidity ▪ ~€2bn of pro forma EBITDA with consistent track record of delivering profitable growth in the last 10 years ▪ Continued attractive growth expected in the medium-term Source: Company information. Notes: (1) Based on midpoint of Lottomatica and CIRSA 2026E guidance. (2) Does not include synergies. (3) Based on LTM as at H1-27. Net debt pro forma for capital returns. Pro forma EBITDA includes run-rate pre-tax operating cost synergies of €101m. (4) Subject to GM authorisation on Lottomatica Board proposal. (5) Pro forma equity value shown pre- dividends of €1,006m and reflects Blackstone pro forma ownership of ~24%. Financial profile Strong PF growth profile Best-in-class margins and earnings accretion ▪ Sector-leading pro forma Adj. EBITDA margin ▪ Highly accretive on an earnings and cash flow per share basis ~10-11% FY26E PF EBITDA Growth(1) >40% PF LTM H1-26 EBITDA Margin(2) ▪ Shareholder distributions include the transaction-related capital return post-completion (€744m), ordinary dividends (30% payout ratio) and Lottomatica’s continued share buyback program ▪ Distributions will be in line with pro forma target net leverage policy of 2.0-2.5x, with visible deleveraging from 2.7x(3) as at H1-27 up to €4bn BoD plan for the next 3 years(4), to be approved by the relevant GMs Capital returns Continued shareholder distributions Enhanced investment proposition further supported by increased trading liquidity and >€6bn free float(5)
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16 Combination with CIRSA reinforces Lottomatica’s investment proposition of sustainable growth and returns for all shareholders Continues compounding, profitable growth story Strong free cash flow generation Highly accretive on an earnings and cash flow basis Preserves capital allocation flexibility to continue to deliver attractive shareholder returns Increases scale and enhances liquidity for existing and new shareholders
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17 Key terms • Recommended all-share combination implemented via an EU cross-border statutory merger where CIRSA is absorbed by Lottomatica, with Lottomatica being the surviving entity • Upon effectiveness of the merger, CIRSA shareholders receive 0.668 new shares in Lottomatica for each CIRSA share owned • Lottomatica shareholders will own ~67.5% and CIRSA’s shareholders will own ~32.5% of the combined company (o/w Blackstone will own ~24%) • CIRSA shareholders to receive an extraordinary dividend equal to €262m (or €1.56 per share) prior to the effectiveness of the merger • Combined company to return capital to shareholders for €744m post effectiveness of the merger and upon completion of all relevant corporate and/or regulatory formalities in the form of a partial voluntary tender offer, extraordinary dividend or combination of both • Transaction-related capital returns fully underwritten via a bridge financing from existing syndicate banks • Each of Lottomatica and CIRSA entitled to pay its FY26 ordinary dividend prior to the completion of the merger(1) • Lottomatica Buyback Plan approved by the 2026 AGM to continue also before closing • Pro forma LTM net leverage expected to be 2.7x(2) at transaction close after accounting for the post-closing capital returns, with visible deleveraging to pro forma target net leverage policy of 2.0-2.5x Name, HQ & listing • Lottomatica Group S.p.A. • Incorporation, headquarters and domicile in Rome, Italy; Secondary HQ for CIRSA in Barcelona province, Spain • Continued listing on Euronext Milan (Borsa Italiana) and index inclusion on FTSE MIB (Italy 40) and STOXX Europe 600 • All Lottomatica shares (including newly issued shares as part of this transaction) will be listed on both Euronext Milan and the Spanish Stock Exchanges Recap of the Transaction Based on the current outstanding shares of Lottomatica and CIRSA net of shares held in treasury. Notes: (1) Subject to approval of the FY26 ordinary dividend by the Lottomatica and CIRSA boards. FY26 ordinary dividend to be calculated consistently with Lottomatica’s and CIRSA’s current respective dividend policy, and subject to a cap on the total dividend quantum paid of €130m to Lottomatica shareholders and €100m to CIRSA shareholders. (2) Based on LTM as at H1-27. Net debt pro forma for capital returns. Pro forma EBITDA includes run-rate pre-tax operating cost synergies of €101m.
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18 Expected Timetable Q3-26 Q4-26 Q1-27 Q2-27 Transaction Announcement (2-Sep-26) • Lottomatica and CIRSA EGMs convened • Lottomatica and CIRSA EGM to approve merger and, with respect to CIRSA only, the extraordinary dividend • Anticipated obtainment of final regulatory clearances • Completion of the merger activities and formalities provided under applicable law • Payment of the extraordinary dividend by CIRSA • Effectiveness of the merger • Dual-listing of Lottomatica shares in Spain • Capital return to shareholders of pro forma Company(1) Note: (1) Post-closing capital returns to occur in Q2-27 or thereafter. • Joint Merger Project approved by both Boards • Publication of merger documents
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19 Combination of Lottomatica and CIRSA Creating a global gaming champion