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Intralot’s Acquisition Of Bally’s Int’l Interactive Division C r e a t i n g A G l o b a l G a m i n g C h a m p i o n J U L Y 2 0 2 5
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The following disclaimer applies to this presentation and the information provided therein, which has been prepared by Intralot S.A. (the “Company” and, together with its subsidiaries, the “Group”), in relation to, among others, the Company, Bally’s Corporation (the “Seller”) and Bally’s Holdings Limited (the “Target” and, together with its subsidiaries, the “Target Group” and, together with the Group, the “Post-Acquisition Group”, each a “Transaction Party”) on behalf of the Transaction Parties and any other material distributed or statements made in connection with such presentation (the “Information”). You are therefore advised to carefully read the statements below before reading, accessing or making any other use of the Information. In accessing the Information, you agree to be bound by the following terms and conditions. NOT FOR DISTRIBUTION IN THE UNITED STATES. The Information does not constitute or form part of, and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire any securities of the Company or any of the Transaction Parties or any subsidiary or affiliate thereof in any jurisdiction whatsoever. No part of the Information, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. None of the Transaction Parties nor any of their respective advisers or representatives shall have any liability whatsoever for any loss whatsoever arising from any use of this presentation or its contents, or otherwise arising in connection with this presentation (whether direct, indirect, consequential or other). Specifically, this presentation does not constitute a “prospectus” within the meaning of the U.S. Securities Act of 1933, as amended (the “Securities Act”) or Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). Certain information contained in this presentation constitutes, or can be deemed, “forward-looking statements”. These forward-looking statements may be identified by the fact that they do not relate only to historical or current facts but to expectations or projections of future events, results and circumstances that may or may not occur in the future, and by use of forward-looking terminology such as “aim,” “anticipate,” “assume,” “believe,” “can have,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “risk,” “should,” “suggest,” “will,” “would,” and similar language or the negative thereof or similar expressions that are projections of or indicate future events or future trends. For the avoidance of doubt, the Company’s targets and guidance on future earnings and financial position and performance of the Group, Target Group or Post-Acquisition Group (including, but not limited to, revenue, EBITDA, Adjusted EBITDA uplift, capex (maintenance and growth), effective tax rate, leverage and dividend payout) are also forward-looking statements. By their nature, forward-looking statements involve known and unknown risks and uncertainties and other factors that may cause the Post-Acquisition Group’s actual results, performance or achievements to be materially different from those expressed in, or implied by, such forward-looking statements. You are cautioned that forward-looking statements are not guarantees of future performance and that due to various risks, uncertainties and assumptions, any change of plans or targets based on market circumstances, actual events or results or the actual performance of the Post-Acquisition Group, developments in the industries in which the Post-Acquisition Group will operate, future capital expenditures and acquisitions, as well as any disruption in general economic and business conditions, particularly in geographic areas where business may be concentrated, may differ materially from those reflected or contemplated in such forward-looking statements or projections. Forward-looking statements are not historical facts but are based on certain assumptions of management regarding the Transaction Parties’ present and future business strategies and the environment in which each will operate, which the management believes to be reasonable but are inherently uncertain, and describe the Post-Acquisition Group’s future operations, plans, strategies, objectives, goals and targets and expectations and future developments in the markets. No representation, express or implied, is made or will be made by the Group, Target Group or the Post-Acquisition Group (or, in each case, any of their respective affiliates, members, directors, officers, employees, advisors, consultants, agents, co-investors and representatives), that any forward-looking statements will be achieved or will prove to be correct. The actual future business, financial condition, results of operation and prospects could vary materially from the forward-looking statements. As a result, you should not rely on these forward-looking statements. All forward-looking statements apply only as of the date hereof and we undertake no obligation to update this information. The information in this presentation also includes rounded numbers. Accordingly, the sum of certain data may not conform to the expressed total. The Company’s strategic plan contains certain forward-looking statements of operating and financial guidance and targets, as well as expected capital expenditure, in the medium term. The assumptions upon which such guidance and targets are based are inherently subject to significant uncertainties and actual results may differ, perhaps materially, from those anticipated. Management prepared such guidance and targets on the basis of management estimates and certain assumptions, some of which are outside of our control, that we believe to be reasonable, including our business plan, management’s observations of the most recent operating conditions, as well as management’s expectations for conditions and trends through the medium term. Certain key assumptions underpinning the Company's business strategy include, but are not limited to, the realization of synergies from the Bally’s Interactive acquisition (including reductions in agency costs, G&A expenses, IT costs and marketing and successful implementation of voluntary employee exits), continuing to capitalize on leading positions in key markets, successfully pursuing new contracts and expansion opportunities, increase in cross-sales, capitalizing on complementary technologies and the ability to leverage pre-existing relationships with regulators. The Information is provided as of the date of this presentation (or at the different date as indicated herein) and is subject to change without notice. The information contained in this document may be updated, completed, revised and amended and such information may change materially in the future. None of the Transaction Parties are under any obligation to update or keep current the information contained in this document. The information contained in this presentation has not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. None of the Group, Target Group and the Post-Acquisition Group, nor any of their respective affiliates, advisors, directors, officers, employees, agents, representatives or associates, nor any other person, shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with the presentation. Any proposed terms in this document are indicative only and remain subject to contract. This presentation contains financial information regarding the businesses and assets of the Group, the Target Group and the Post-Acquisition Group. Such financial information may not have been audited, reviewed, compiled or verified by any independent accounting firm. In particular, financial information of the Target Group is entirely based on unaudited management accounts of the Seller, which has historically been presenting financial information in US GAAP, which may not be comparable with financial information of the Group, which has historically been presenting financial information in IFRS-EU. The inclusion of such financial information in this presentation or any related presentation should not be regarded as a representation or warranty by the Group, Target Group, Post-Acquisition Group or any of their respective affiliates, advisors or representatives or any other person as to the accuracy or completeness of such information’s portrayal of the financial condition or results of operations by the Group, Target Group and Post-Acquisition Group and should not be relied upon when making an investment decision. In particular, certain financial data included in this presentation consists of “non-IFRS financial measures.” These non-IFRS financial measures, as defined by the Group, the Target Group or the Post-Acquisition Group, as the case may be, may not be comparable to similarly-titled measures as presented by other companies, nor should they be considered as an alternative to the historical financial results or other indicators of the performance based on IFRS. Figures for the Post-Acquisition Group are non- IFRS financial measures that represent the mathematical sum of such figure for the respective fiscal year or period, as applicable, for Intralot and BII, after giving effect to the Proposed Transaction. These aggregated figures are presented as a matter of convenience to recipients of this presentation and are not derived from pro forma financial information prepared on the basis of IFRS, stock exchange rules and regulations or any other standard, and as such do not reflect all adjustments that would be reflected in pro forma financial information that gives effect to the Proposed Transaction. This presentation includes also certain unaudited financial information prepared by the Group and Target Group. Neither the Group’s nor the Target Group’s independent auditors have audited, verified, reviewed, compiled or performed any procedures with respect to the non-IFRS financial measures or such unaudited 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. Actual results may vary from the information contained herein and such variations could be material. A reconciliation of certain non-IFRS financial measures of the Group to the most directly comparable IFRS measure is provided at the end of this presentation. The Transaction Parties obtained certain industry and market data used in this presentation from publications and studies conducted by third parties, as well as estimates prepared by the Transaction Parties based on certain assumptions and third-party data. While the Transaction Parties believe that the industry and market data from external sources are accurate and correct, none of the Transaction Parties, nor any of their respective affiliates, advisors, directors, officers, employees or representatives have independently verified such data or sought to verify that the information remains accurate as of the date of this presentation and none of the Transaction Parties, nor any of their respective affiliates, advisors, directors, officers, employees or representatives make any representation as to the accuracy of such information. Similarly, the Transaction Parties believe that their respective internal estimates are reliable, but these estimates have not been verified by any independent sources. Recipients should not construe the contents of this document 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, this document speaks only as of the date hereof and the information and opinions contained herein are subject to change without notice and do not purport to contain all information that may be required to evaluate the Group, Target Group or the Post-Acquisition Group. No responsibility or liability is accepted by any person for any of the information or for any action taken by you or any of your officers, employees, agents or associates on the basis of such information. Disclaimer 12