Intralot S.A. Integrated Lottery Systems and Services (INLOT) investor relations material

Strategic rationale and business combination

• The merger creates a global iGaming and lottery leader with over €1 billion in revenue, strong free cash flow, and a diversified business mix, leveraging complementary technology and market positions in 40+ jurisdictions.

• Integration of technology stacks is expected soon after closing, with post-synergy EBITDA of €450 million and 95% free cash flow conversion.

• The combined group will be the first true omnichannel operator across lottery and iGaming, with a 14% UK market share and 6 million+ users.

• The business will access a total addressable market exceeding €200 billion by 2029, spanning B2B and B2C channels globally.

• The merger enables digital convergence, enhancing lottery offerings with iGaming technology and driving medium-term growth through new markets, expanded contracts, and cross-selling.

Transaction structure and financial guidance

• The acquisition is valued at €2.7 billion, financed by €1.53 billion in cash and €1.136 billion in new shares, with bridge financing and a €400 million equity increase.

• Bally's will become the majority shareholder, with the group listed on the Athens Stock Exchange and subject to Greek/EU governance standards.

• Regulatory approvals have been secured in the UK and Gibraltar; net leverage is expected at 3.2x post-deal, targeting 2.5x medium-term.

• Pro forma 2025 guidance: €1.08–1.105 billion revenue, €430–445 million adjusted EBITDA at a 40% margin, with capex at 4.5–5.5% of revenue.

• Dividend payout ratio is set at 35% of net income, with flexibility for higher distributions based on performance and capital structure.

Market trends and growth opportunities

• The digitalization of lottery and iGaming is accelerating, with the U.S. market expected to double by 2029 as regulation expands.

• The group will pursue B2C launches in 1–2 new countries per year, leveraging regulatory relationships and data-driven marketing.

• Organic growth will be driven by expanding existing lottery contracts, entering new B2C markets, and selective M&A in fragmented European markets.

• iLottery is a primary growth lever, especially in the US, with a global iLottery CAGR forecast at 11% (2025–2029).

• Exposure to U.S. iGaming growth is maintained via a commercial deal, sharing profits from North America Interactive without downside risk.