SNAI : Refinancing, current trading and tender offer

PRESS RELEASE

(pursuant to art. 114 of Legislative Decree 58/98)

The New Notes, reserved to qualified investors, will be listed on one or more regulated markets or on one or more multilateral trading facilities in Italy or in the European Union. The Company will determine and publish the final terms and conditions of the New Notes at pricing, upon completion of the bookbuilding process.

The proceeds of the New Notes, together with cash resources of the Company, will be used by the Company to finance: (i) a tender offer (the "Tender Offer") for the Company's outstanding Euro 320 million senior secured notes due 2018, Euro 160 million senior subordinated notes due 2018 and Euro 110 million senior secured notes due 2018 (the "Existing Notes"), (ii) the satisfaction and discharge and ultimate redemption of all Existing Notes that are not purchased through the Tender Offer and (iii) certain fees and expenses in connection with the foregoing.

The Board of Directors has also approved, in connection with the issuance of the New Notes, the "Preliminary Offering Memorandum", which describes, inter alia, the Company and the terms and conditions of the New Notes, and, in connection with the Tender Offer, the "Tender Offer Memorandum," dated October 24, 2016, which describes the terms and conditions of the Tender Offer.

The Preliminary Offering Memorandum and the Tender Offer Memorandum are available on the Company's website, www.snaigroup.it, "Investor Relations" sections.

For further information regarding the Tender Offer, please refer to the official announcement of the Tender Offer delivered to the holders of the Existing Notes, attached as Exhibit A below.

The Preliminary Offering Memorandum discloses preliminary information regarding certain of the Company's operating and financial results for the two-months ended August 31, 2016.

In particular, the Preliminary Offering Memorandum includes the following disclosure:

For the two months ended August 31, 2016, total wagers for the consolidated Snai Group increased to approximately €1,573 million from approximately €1,528 million for the two months ended August 31, 2015 (calculated, for the 2015 period, as an aggregation of Snai and Cogemat Group wagers). The increase in wagers was primarily due to increased activity in sports betting (both retail and online), VLTs and Online Skills and Casino Games over such period. Snai Adjusted EBITDA for the two months ended August 31, 2016 increased to approximately €20.3 million from approximately €19.6 million for two months ended August 31, 2015 (calculated, for the 2015 period, as an aggregation of Snai and Cogemat Group Adjusted EBITDA), despite a higher payout in the 2016 period for sports fixed odds betting compared to the same period in 2015. The increase in Snai Adjusted EBITDA increase was mainly due to the positive contribution from Online Skills and Casino Games and Gaming Machines in addition to the cost savings achieved due to the Cogemat Acquisition. Although Adjusted EBITDA increased during such period, revenues (net of non-recurring income and revenues) in July and August 2016 declined by 6.2% compared to the same period in 2015 (which represented an improvement compared to the 7.7% decline in revenues (net of non-recurring income and revenues) observed between the six months ended June 30, 2015 and 2016), driven mainly by tax increases (especially in AWP business) following implementation of the Italian Stability Law of 2016. As indicated above, the figures for the two months ended August 31, 2015 are an aggregation of the Cogemat Group results and the Snai results for such periods. Snai did not begin operating as an integrated company until November 2015, and therefore the aggregated figures presented here may not be indicative of what our actual results might have been in 2015 as an integrated company and may not be directly comparable to the results for the same periods in 2016.

The unaudited financial information presented above has been prepared by management. Our independent auditors have not audited, reviewed, compiled or performed any procedures with respect to such unaudited financial information for the purpose of its inclusion herein and accordingly, they have not expressed an opinion or provided any form of assurance with respect thereto for the purpose of this Offering Memorandum. Furthermore, the unaudited financial information does not take into account any circumstances or events occurring after the period to which it refers. The foregoing information relating to our results is based in part on estimates. These estimates are based on our internal management accounts for the months ended July 31, 2016 and August 31, 2016, which are unaudited. While we believe these estimates are reasonable, our actual results for the two months ended August 31, 2016 may differ from those presented above, remain subject to change and may not be indicative of our future results. The information above should not be regarded as an indication, forecast or representation regarding our financial results for the nine months ending September 30, 2016 or the full year ending December 31, 2016. You should therefore not place undue reliance on the information presented above.

This press release constitutes a public disclosure of inside information by Chiaffredo Rinaudo, Chief Financial Officer, on behalf of SNAI S.p.A., under Regulation (EU) 596/2014 (16 April 2014).

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Not for distribution, directly or indirectly, in the United States of America, Australia, Canada or Japan. It may be unlawful to distribute this press release in certain jurisdictions. The information in this press release does not constitute an offer of securities for sale or a solicitation of an offer to buy securities in Canada, Japan, Australia or the United States or in any other jurisdiction in which such offer, solicitation or sale is not permitted.

The Securities have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and the Securities may not be sold in the United States unless they are registered or are exempt from registration. The Company does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about the Company and its management, as well as financial statements. The Securities are being offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act and outside the United States in accordance with Regulation S under the U.S. Securities Act. Copies of this press release are not being, and should not be, distributed in or sent into the United States.

This communication is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated or (v) are qualified investors under Article 100 of Legislative Decree no. 58 of February 24, 1998 (the "Italian Financial Services Act", as amended and implementing provisions, or other persons to whom this communication may otherwise lawfully be distributed or caused to be distributed in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Italian Financial Services Act and implementing provisions (all such persons together being referred to as "relevant persons"). This communication is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement has been prepared on the basis that any offer of the Securities in any Member State of the European Economic Area ("EEA") which has implemented the Prospectus Directive (2003/71/EC), as amended by Directive 2010/73/EU (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Securities. Accordingly any person making or intending to make any offer in that Relevant Member State of the Securities which are the subject of the placement contemplated in this announcement may only do so in circumstances in which no obligation arises for the issuer or any of the initial purchasers of such Securities to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the issuer nor the initial purchasers of such Securities have authorized, nor do they authorize, the making of any offer of Securities in circumstances in which an obligation arises for the issuer or any initial purchasers of such Securities to publish or supplement a prospectus for such offer.

The Securities will not be listed on an Italian regulated market, therefore no documents or materials relating to the Securities have been or will be submitted to the clearance procedure of the competent authority.

Neither the content of SNAI S.p.A.'s website nor any website accessible by hyperlinks on SNAI S.p.A.'s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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SNAI Group is one of the leading Italian players in the gaming sector, operating as concessionaire for the Italian State and as services provider for smaller entities. Starting from horse racing betting, SNAI Group has grown its assets portfolio through sport betting and, through a process of growth and diversification, entered into in the gaming machines sector, betting on virtual events and online and mobile games.

Press Office - comunicazione@snai.it Giorgio Zambeletti - Tel. 02.7606741 e-mail: giorgio.zambeletti@ahca.it

IR Team - investor.relations@snai.it Demos Nicola - Cell. 335.1415583 e-mail: demos.nicola@ahca.it

All press releases issued by SNAI S.p.A. pursuant to article 114 of Legislative Decree 58/98 and the related implementing provisions are also available on the company's website at www.grupposnai.it and at www.emarketstorage.com

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