Entered into the agreement for the integration of Cogetech Group with Snai Group

The marriage between two Italian gaming companies can be done. After the proposal submitted by Oi Games S.A. and Oi Games 2 S.Aas accepted by Snai on May 5, 2015 , the prior favourable opinion by the Snai’s Related Parties Transaction Committee and the positive outcome of the due diligence, an investment agreement regulating the integration of the activities of Cogemat Group with the activities of Snai Group has been entered into by Snai the Majority Shareholders and International Entertainment S.A. (shareholder of OI Games 2 S.A. with a participation equal to 50%, being the remaining 50% of the capital into OI Games 2 held by Oi Games S.A.).
The investment agreement sets forth that the contribution in kind into Snai shall consist at least in the shareholdings held by the Majority Shareholders into Cogemat (equal to 75.25% of the share capital), with the possibility for the other Cogemat shareholders (representing a stake equal to 24.75% of the share capital) to adhere to the investment agreement within August 5, 2015. Up to date, effective as of August 6, 2015, certain Cogemat shareholders (representing in the aggregate a percentage equal to 13.31% of the Cogemat share capital) have adhered. Assuming that the entire share capital of Cogemat will be contributed, then the current shareholders of Cogemat will hold no. 71.602.410 new Snaishares (representing a 38% of the nai share capital after the share capital increase to be resolved in connection with the contribution in kind). It is envisaged that – in the event that the conditions precedent set forth into the investment agreement occur (including the authorization by antitrust Authority and by the Autorità delle Dogane e dei Monopoli, as well as the release of the fairness opinion by the accounting firm) – the integration is executed within the end of September 2015, with effectiveness within October 2015.

THE 2th GAMING GROUP IN ITALY - The filing to require the listing of the new Snai shares should occur within the end of this year. The combination will create the first listed group in Italy dedicated to the entertainment, and will allow the new Snai Group to become the leader for the gaming market not subject to the monopoly in Italy, consolidating its position in the gaming machines sector where it will be the co-leader of the market with a market share higher than 15%, and enhancing the leadership of the Group in the horse racing and sports betting sectors. Gabriele Del Torchio (appointed as member of the Board of Directors following the resignations due to personal reasons by Stefania Rossini) will be Chairman and Managing Director of Snai Group, until the integration is fully completed. Upon the completion of the integration, Fabio Schiavolin – current CEO of Cogemat and Cogetech – will be appointed as Ceo of Snai Group, whilst Gabriele Del Torchio will continue to act as Executive Chairman.