Gamenet S p A : PUBLICATION OF THE OFFER DOCUMENT RELATING TO THE MANDATORY TENDER OFFER LAUNCHED BY GAMMA BIDCO S.P.A. FOR THE ORDINARY SHARES OF GAMENET GROUP S.P.A.

Hereinafter is enclosed a press release at the request of Gamma Bidco S.p.A., a company formed on behalf of funds managed by Apollo Management IX, L.P.

* * *

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

* * *

PUBLICATION OF THE OFFER DOCUMENT RELATING TO THE MANDATORY TENDER OFFER LAUNCHED BY GAMMA BIDCO S.P.A. FOR THE ORDINARY SHARES OF GAMENET GROUP S.P.A.

* * *

Notice pursuant to Article 38, paragraph 2, of CONSOB regulation no. 11971/1999, as subsequently amended and integrated (the "Issuers' Regulation"), relating to the mandatory tender offer launched for the ordinary shares of Gamenet Group S.p.A.

* * *

Rome, January 24, 2020 - Following the press release published on January 22, 2020, Gamma Bidco S.p.A. (the "Offeror") hereby announces that the document relating to the mandatory tender offer launched by the Offeror pursuant to Articles 102 and 106, paragraph 1, of Italian legislative decree no. 58 of February 24, 1998, as subsequently amended and integrated (the "Italian Financial Act" or "IFA") for up to no. 8,693,124 ordinary shares of Gamenet Group S.p.A. ("Gamenet Group" or the "Issuer"), plus up to no. 1,500,000 ordinary shares of the Issuer in case of exercise of all stock options (the "Offer" and the "Offer Document"), approved by CONSOB by resolution no. 21217 of January 22, 2020, has been published on the Issuer's website (www.gamenetgroup.it) and on the Global Information Agent's website (www.morrowsodali-transactions.com).

The Offer Document is also available for public consultation at: (i) the registered office of the Offeror, at via Monte Napoleone no. 29, Milan, Italy; (ii) the registered office of the Issuer, at via degli Aldobrandeschi no. 300, Rome, Italy; (iii) the registered offices of Banca IMI S.p.A., at Largo Mattioli no. 3, Milan, and of Equita SIM S.p.A., at via Turati no. 9, Milan (who act as the Intermediaries Responsible for Coordinating the Collection of Subscriptions (Intermediari Incaricati del Coordinamento della Raccolta delle Adesioni)); and (iv) the registered offices of the Appointed Intermediaries (Intermediari Incaricati).

The notice pursuant Article 103, paragraph 3, of the IFA and Article 39 of the Issuers' Regulation as approved by the Board of Directors of the Issuer on January 23, 2020 is attached to the Offer Document, alongside with the opinion drawn up by the Issuer's independent directors pursuant to Article 39-bis of the Issuers' Regulation (including all relevant schedules).

The Offeror hereby confirms that the tender period of the Offer (the "Tender Period"), as agreed with Borsa Italiana, will start at 8:30 (Italy time) on January 27, 2020 and will end at 17:30 (Italy time) on February 14, 2020.

The consideration, i.e. EUR 13.00 for each share tendered in the Offer (the "Consideration") will be paid to the subscribers to the Offer on February 19, 2020 (the "Payment Date").

Should the relevant conditions apply, the Tender Period might be re-opened for five consecutive trading days starting from the trading day immediately following the Payment Date, namely on February 20, 2020, February 21, 2020, February 24, 2020, February 25, 2020 and February 26, 2020 (the "Re-openingof the Tender Period").

In case of Re-opening of the Tender Period, the Consideration related to the shares tendered in the Offer during the Re-opening of the Tender Period will be paid on March 2, 2020.

The Offer is aimed at the acquisition of the entire share capital of the Issuer and, in any event, at the delisting of the Issuer.

For additional information on the Offer please refer to the Offer Document.

This press release may be accessed on the Issuer's website (www.gamenetgroup.it) as well as on the Global Information Agent's website (www.morrowsodali-transactions.com).

Gamma Bidco S.p.A.

* * *

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION

(EU) NO. 596/2014 (THE "MARKET ABUSE REGULATION").

This announcement has been issued by, and is the sole responsibility of, Gamma Bidco S.p.A.

* * *

The Offer described in this press release will be launched by Gamma Bidco S.p.A. (the "Offeror"), as of today, on a maximum of 8,693,124 ordinary shares of Gamenet Group S.p.A. ("Gamenet Group"), plus up to 1,500,000 ordinary shares should all the stock options be exercised (the "Shares").

This press release does not constitute an offer to buy or sell Gamenet Group's Shares. Before the beginning of the Tender Period, as required by the applicable regulations, the Offeror will publish the Offer Document which Gamenet Group's shareholders should carefully examine. 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.

A copy of this press release, or portions thereof, as well as a copy of any subsequent document that the Offeror will issue in relation to the Offer, are not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Excluded Countries. Anyone receiving such documents shall not distribute or send them in the Excluded Countries. This press release and any other document issued by the Offeror 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.