Sodali & Co Transactions

PLEASE READ CAREFULLY THE FOLLOWING RESTRICTIONS AND CONDITIONS RELATING TO THE ACCESS TO THIS SECTION OF THE WEBSITE.

 With reference to the mandatory tender offer (the “Offer“) for maximum no. 8,693,124 ordinary shares of Gamenet Group S.p.A. (the “Issuer” or “Gamenet Group”), plus up to 1,500,000 ordinary shares of Gamenet Group S.p.A. should all the stock options be exercised (the “Shares”) launched by Gamma Bidco S.p.A. (the “Offeror”), for a consideration of EUR 13.00 for each Share, please note the following.

The publication of the documents related to the Offer on the Issuer’s website is made for informational purposes only and does not constitute in any way a solicitation in order to tender to the Offer.

The Offer is being launched exclusively in Italy and will be made on a non-discriminatory basis and on equal terms to all shareholders of Gamenet Group, and will be promoted in Italy as the Shares are listed on the Mercato Telematico Azionario, STAR Segment, organised and managed by Borsa Italiana S.p.A. and, except for what is indicated below, are subject to the disclosure and procedural requirements provided for by Italian law.

The Offer has not been and will not be made in the United States, Canada, Japan, Australia and any other jurisdictions where making the Offer or tendering therein would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority (such jurisdictions, including the United States, Canada, Japan and Australia, the “Excluded Countries”), by using national or international instruments of communication or commerce of the Excluded Countries, through any structure of any of the Excluded Countries’ financial intermediaries or in any other way. No actions have been taken or will be taken to make the Offer possible in any of the Excluded Countries. No copy of the Offer Document, or portions thereof, or any copy of any document that the Offeror may issue in relation to the Offer, are being sent, nor shall it be sent or transmitted in any manner, or otherwise distributed, directly or indirectly, in the Excluded Countries. Anyone receiving such documents shall not distribute or send them in the Excluded Countries. Acceptances of the Offer resulting from solicitation activities engaged in violation of the above limitations will not be accepted.

The Offer Document and any document that the Offeror may issue in relation to the Offer does not constitute and cannot be interpreted as an offer to purchase or solicit an offer to sell financial instruments addressed to U.S. Persons - as defined under the U.S. Securities Act of 1933, as subsequently amended - or to persons residing in the Excluded Countries. No instrument may be offered or sold in the Excluded Countries without specific authorization in accordance with the applicable provisions of the local law of said Excluded Countries or without derogation from the same provisions. Tendering in the Offer by parties residing in jurisdictions other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own counsel or other advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions.

Anyone who wishes to enter this section of the website, read the Offer Document and the other documents published therein, must carefully read and fully acknowledge the above.

By selecting the key “AGREE” you represent and warrant that you have fully understood and agreed to and comply with all the limitations specified above; you declare also that you are not a U.S. Person and that you are not resident in the Excluded Countries.