On June 15, 2026, Bally’s Intralot S.A. (the “Company”) entered into a Total Return Equity Swap Agreement (Total Return Equity Swap, the “Agreement”) with a financial institution (the “Bank”) established in the European Union.
The Agreement has an expected term of 12 months (with the option of a six-month extension by mutual agreement of the parties), during which the Bank may, but is not obligated to, acquire, in its own name and with its own funds, listed shares of the Company.
Any share purchases by the Bank in accordance with the terms of the Agreement shall be made exclusively on the regulated market of Euronext Athens at a price within the range already established by the resolution of the Company’s General Meeting of Shareholders dated December 19,2025 regarding the acquisition of treasury shares, namely a minimum price of €0.80 and a maximum price of €1.50. The Bank will make decisions regarding the execution and timing of any such share purchases independently of the Company.
The maximum amount of funds that may be allocated for share purchases under the Agreement is €50 million, and the maximum number of shares that may be acquired is 62,500,000.
The Company will disclose any such share acquisitions by the Bank, as described above, through stock exchange announcements, no later than the end of the seventh trading day following the date of execution of the relevant share acquisitions by the Bank. The Company itself will refrain from acquiring further treasury shares in accordance with the terms of the Agreement (i.e., during the period in which the Bank may acquire shares).
The Agreement provides for physical settlement upon its expiration, whereby, on the settlement date, the Bank will transfer to the Company, by way of sale, all shares that the Bank may have acquired. Upon physical settlement of the transaction, any shares transferred by the Bank to the Company will become treasury shares of the Company within the total maximum number of treasury shares that the Company may acquire, in accordance with the aforementioned resolution of the General Meeting.