Recommended all-share acquisition of evoke plc

About this update from Evoke Plc

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 IS AN ADVERTISEMENT AND NOT A PROSPECTUS, A PROSPECTUS EQUIVALENT DOCUMENT OR A PROSPECTUS EXEMPT DOCUMENT AND EVOKE SHAREHOLDERS SHOULD NOT MAKE ANY DECISION IN RELATION TO THE INTRALOT SECURITIES EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE  5 June 2026 RECOMMENDED ALL-SHARE ACQUISITION of evoke plc by Bally's Intralot S.A.   to be implemented by means of a scheme of arrangement under Part VIII of the Gibraltar Companies Act 2014 Summary ·          The board of Bally's Intralot S.A. (" Intralot ") and the board of evoke plc (" evoke ") are pleased to announce that they have reached an agreement on the terms and conditions of a recommended all-share acquisition by Intralot of the entire issued, and to be issued, ordinary share capital of evoke. The Acquisition is intended to be effected by means of a scheme of arrangement between evoke and evoke Shareholders under Part VIII of the Gibraltar Companies Act. Acquisition Terms ·          Under the terms of the Acquisition, evoke Shareholders will be entitled to receive: for each evoke Share: 0.537 New Intralot Shares (the "Shares Offer") ·          The Shares Offer represents a value of 52 pence per evoke Share based on Intralot's share price of EUR 1.12 (the " Offer Value "). On this basis, the Acquisition values the entire issued, and to be issued, ordinary share capital of evoke at approximately GBP 243.1 million. ·          The Acquisition represents a premium of approximately: o   138 per cent. premium to evoke's share price of 21.9 pence at the close of business on 9 December 2025 (being the last business day before the announcement of evoke's strategic review); and o   77 per cent. premium to evoke's volume-weighted average share price of 29.4 pence over the three-month period ending on 17 April 2026 (being the last business day before evoke's statement regarding media speculation in respect of the Acquisition). ·          Intralot will seek the approval of the listing of the New Intralot Shares on the Main Market of the Regulated Securities Market of Euronext Athens alongside the existing Intralot Shares under symbol "BYLOT". The Cash Alternative Offer ·          As an alternative to the Shares Offer, evoke Shareholders may elect to receive in respect of some or all of their evoke Shares (in lieu of a corresponding number of New Intralot Shares under the Shares Offer) (each such evoke Shareholder, an " Electing evoke Shareholder "): for each evoke Share: 52 pence in cash (the "Cash Alternative Offer") ·          evoke Shareholders who do not elect for the Cash Alternative Offer, and/or who do not make a valid election, will receive New Intralot Shares for the full amount of the consideration due to them pursuant to the Shares Offer in respect of their entire holding of evoke Shares. ·          The maximum aggregate cash payment available to evoke Shareholders (represented by valid elections) under the Cash Alternative Offer will be capped at GBP 117,104,979 (the " Cash Alternative Offer Cap ").  ·          If valid elections for the Cash Alternative Offer are received from evoke Shareholders in respect of a number of evoke Shares that would otherwise require the payment of an aggregate amount of cash under the Cash Alternative Offer in excess of the Cash Alternative Offer Cap, such elections will be unable to be satisfied in full. In these circumstances the amount of cash to be paid to each Electing evoke Shareholder will be scaled back down to equal the Cash Alternative Offer Cap on a pro-rata basis and the balance of the consideration for each such evoke Share will be satisfied by the issue of New Intralot Shares in accordance with the terms of the Shares Offer.  As a result, Electing evoke Shareholders will not know the exact number of New Intralot Shares or amount of cash they will receive until settlement of the consideration under the Acquisition. ·          Following the Acquisition becoming Effective, and assuming that no evoke Shareholders elect for the Cash Alternative Offer, evoke Shareholders will own approximately 11.5 per cent. of the Enlarged Group and will be able to participate in the future growth prospects of the Enlarged Group. ·          Any evoke Shares that are sold under the Cash Alternative Offer, will be acquired by JerseyCo, a wholly-owned (indirect) subsidiary of Intralot. ·          The cash consideration payable under the Cash Alternative Offer will be funded by a bridge facility agreement entered into between Intralot as borrower and Deutsche Bank Aktiengesellschaft and Jefferies Finance LLC as lenders on 5 June 2026. ·          Restricted Overseas Shareholders will not be entitled to participate in the Shares Offer and, if the Acquisition becomes Effective and insofar as they have not elected for the Cash Alternative Offer, will receive for each evoke Share held by them a sum of cash based upon the net proceeds of the sale in the market of 0.537 New Intralot Shares for each evoke Share held. Background to and reasons for the Acquisition ·          Intralot is a global leader in iGaming and lottery solutions, created through the combination of Bally's and Intralot in October 2025. This combination established Intralot as a diversified, digitally led global betting, gaming and lottery operator with industry-leading EBITDA margins, proven proprietary technology and operations spanning a number of regulated markets, including the UK, Spain and certain US states. The successful completion and integration of that combination has provided Intralot with significant financial strength, operational scale and a demonstrated playbook for executing complex, transformational transactions. ·          On 26 November 2025, the UK Government announced significant increases to Remote Gaming Duty, with the headline rate increasing from 21 per cent., to 40 per cent. with effect from April 2026. These changes represent a material shift in the UK operating environment and Intralot expects them to create meaningful dislocation across the competitive landscape. ·          Intralot continues to believe that the UK is a highly attractive geography and the current market dislocation presents a significant opportunity for consolidation. Intralot believes that the Acquisition has a compelling strategic and financial rationale for shareholders of both Intralot and evoke which is expected to result in the following benefits: 1.         Creates a global gaming and lottery champion with scaled pan-European B2C, adding significant reach across locally regulated markets - The Acquisition will create a geographically diversified gaming champion with operations across six core markets.  The Enlarged Group will have significant scale and relevance in Europe's largest and most attractive gaming jurisdictions. Poised to compete across markets with an addressable TAM of EUR 36 billion, the Enlarged Group expects to benefit from exposure to structurally growing iGaming and online sports betting markets while maintaining a clear focus on regulated, sustainable revenues. 2.         Leading position in the UK with sports offering strengthened through the addition of evoke's flagship brands - The Acquisition will significantly enhance Intralot's UK position through the addition of evoke's leading brands, William Hill and 888, adding a scaled multi-brand platform across casino, sports, bingo and poker to Intralot's portfolio. The Enlarged Group will rank as the #2 player in UK iGaming and #4 in UK online sports betting (based on market share position by gross gaming revenue), supported by a strong retail presence. 3.         Combining evoke's iconic brands with Intralot's leading data technology to optimise player journeys - By pairing evoke's large, loyal customer base with Intralot's Vitruvian platform and advanced data capabilities, the Enlarged Group will be positioned to materially improve acquisition efficiency, player engagement and lifetime value. Intralot's technology will enable more precise customer segmentation, and personalised journeys, supporting materially lower marketing intensity, improved conversion and reduced churn. 4.         Transaction unlocks highly executable synergy upside to drive value creation and significant earnings accretion in the near-term - The Acquisition will unlock approximately GBP 180 million of identified pre-tax cost and capex savings, which will be realised by the end of the second year following completion of the Acquisition. Synergies are expected to be realised primarily from the consolidation and optimisation of activities in three core areas, marketing spend optimisation, operational efficiencies and IT infrastructure. 5.         Enhanced financial profile through increased scale and product diversification - The Enlarged Group will benefit from enhanced scale with FY25 pro forma net revenue of EUR 3.2 billion and FY25 pro forma adjusted EBITDA of EUR 856 million adjusted for the estimated impact of UK tax changes, Intralot's announced mitigations and transaction related cost synergies. The Enlarged Group is expected to have a FY25 pro forma adjusted EBITDA margin of approximately 27 per cent. and cash conversion of approximately 79 per cent. (including capex synergies). Together with the potential synergies, and more diversified product and geographical mix, the Acquisition delivers a more robust and balanced financial profile, with improved visibility on both cash generation and deleveraging. Background to and reasons for the recommendation ·          On 10 December 2025, the evoke Board announced that it had decided to undertake a review of the evoke Group's strategic options to maximise shareholder value, including, but not limited to, a potential sale of the evoke Group, or some of the evoke Group's assets and/or business units (the " Strategic Review "). ·          In determining to undertake the Strategic Review, the evoke Board took into account the evolving regulatory and market environment in the evoke Group's core markets and, in particular, the UK Government's announcement on 26 November 2025 of significant increases to UK gambling duties, including (i) an increase in Remote Gaming Duty on online gaming from 21 per cent. to 40 per cent. from 1 April 2026 and (ii) an increase in duty rate on online betting (excluding horse racing) from the current 15 per cent. to 25 per cent. from 1 April 2027. The evoke Board considered that these changes represent a material shift in the UK operating environment and, given evoke's significant UK exposure, were expected to have a material adverse impact on the evoke Group's profitability and cash generation. On the evoke Group's initial estimates, prior to mitigating actions, these changes would increase duty costs by approximately GBP 125-135 million on an annualised basis once fully implemented representing 36 per cent. of evoke's FY 2025 EBITDA (with approximately GBP 80 million of the pre-mitigation impact arising in FY 26E). ·          Since the announcement of the Strategic Review, the evoke Board and management have continued to focus on improving underlying performance and executing the evoke Group's strategy in regulated markets. evoke's FY 2025 results demonstrated improved underlying profitability, with Adjusted EBITDA increasing by 14 per cent. to GBP 356 million and Adjusted EBITDA margin expanding by 220 basis points to 20.0 per cent., reflecting a continued focus on more efficient promotional and marketing investment and a more disciplined operating model. Notwithstanding this progress, the evoke Board has remained mindful that regulatory changes in the UK, together with the evoke Group's leveraged capital structure and refinancing profile, have continued to constrain strategic optionality, increase refinancing risk and weigh on the evoke Group's equity valuation. ·          Against that backdrop, and as part of the Strategic Review, the evoke Board (together with its financial advisers) has evaluated a range of potential counterparties and transaction structures, including consideration of: (i) a potential sale of the whole evoke Group; (ii) disposals of certain assets and/or business units (including Italy and the UK); and (iii) alternative capital structure solutions. In all cases these alternatives were considered in the context, and relative to the risks and merits, of maintaining the status quo. These discussions progressed to an advanced stage with multiple counterparties, including management engagement and due diligence. In assessing these options, the evoke Board has placed particular emphasis on maximising value for evoke Shareholders, deliverability, timing, implications on the evoke Group capital structure as well as the impact for the evoke Group's broader stakeholders. ·          Intralot was one of the parties engaged in the Strategic Review. Intralot submitted five earlier non-binding proposals with the first of such proposals being at 32 pence per share (received on 20 January 2026) which the evoke Board did not consider reflected adequately the value of evoke and its prospects. Following further engagement with Intralot, including reciprocal due diligence and continued negotiations focused on both value and deliverability, Intralot ultimately increased its proposal to 52 pence per share (an increase relative to its initial proposal of 63 per cent.) and indicated that the proposal was expected to comprise an all-share combination with a partial cash alternative, including the commitment led and underwritten by a steerco comprised of TPG Credit, Oaktree and OHA (the " SteerCo ") of the EUR equivalent of GBP 889 million from a group of private lenders including, among others, TPG Credit, Oaktree, OHA, Man Group Global High Yield & Credit Opportunities, Schonfeld Strategic Advisors LLC and Shenkman Capital (together the " Private Lenders ") in connection with the redemption of evoke's EUR 450,000,000 Senior Secured Floating Rate Notes due 2028 and the refinancing of evoke's USD 575,000,000 USD-denominated Term Loan B due 2028. ·          On 20 April 2026, evoke confirmed that it was in discussions with Intralot regarding a possible offer for the entire issued and to be issued share capital of evoke at a price of 50 pence per share, expected to comprise an all-share combination with a partial cash alternative, this price was subsequently increased to 52 pence per share. Following a period of discussions with Intralot, including confirmatory information sharing and detailed engagement on transaction structure, conditionality and deliverability, the evoke Board has concluded that the terms of the Acquisition represent the most attractive and deliverable proposal currently available to evoke and its shareholders. ·          In recommending the Acquisition, the evoke Directors have taken into account a number of factors, including the following: ·          Strategic and financial rationale 1.      the Acquisition is expected to address key strategic and financial constraints facing evoke by combining evoke with a larger platform with a higher-margin profile, stronger cash generation and a proven operating model, and by providing a clearer pathway to a more sustainable capital structure for the Enlarged Group; 2.      the evoke Board believes that the strategic and operational rationale for the combination provides a credible basis for meaningful value creation, while allowing evoke Shareholders to participate in that upside through ownership of New Intralot Shares; and 3.      the evoke Board has had particular regard to the financing structure supporting the Acquisition and the resulting improvement in the evoke Group's capital structure. The proposed financing arrangements include a commitment of the EUR equivalent of GBP 889 million from the Private Lenders, led and underwritten by the SteerCo, which will be guaranteed and secured on all assets of the evoke Group which secure the evoke SSNs, but will be secured on a junior basis to the liens securing the evoke SSNs, that will be used to redeem evoke's 2028 senior secured maturities, together with binding consents from more than 50 per cent. of the holders of each class of the longer-dated maturities to consent to the envisaged change of control (further details of which are set out in the "Financing of the Acquisition" section of this Announcement). Total reported FY25A leverage for evoke was 5.2x, and net senior secured leverage was 5.0x on a standalone basis. The Group also faced near term refinancing risk with the upcoming 2028 maturities. The evoke Board believes that the proposed financing structure addresses balance sheet and refinancing risk, removing a key strategic constraint that has limited management's flexibility in recent years. This materially improves the financial profile of evoke and provides the most credible foundation for sustainable long-term value creation. Pro forma for the acquisition, including cost synergies and UK duty changes, as well as the refinancing of the 2028 maturities with the new Second Lien Term Facility, total pro forma leverage would fall from 5.2x to 4.6x, with senior secured leverage falling from 5.0x to 2.2x; ·          Value and certainty for evoke Shareholders 4.      the Shares Offer provides evoke Shareholders with the opportunity to participate in the long-term strategic and financial benefits of the Enlarged Group, whilst the Cash Alternative Offer provides an option for evoke Shareholders who prefer to crystallise value in cash (subject to the Cash Alternative Offer Cap and Scaling Back); 5.      the Offer Value represents a material premium of approximately 138 per cent. to evoke's share price immediately prior to the announcement of the Strategic Review and reflects, in the evoke Board's view, an attractive valuation in light of the evoke Group's standalone prospects, the prevailing regulatory and market backdrop and the constraints imposed by the evoke Group's existing capital structure; 6.      in assessing the Shares Offer the evoke Board has had regard to: (i) Intralot's financial profile, business positioning and prospects (as further described in the section "Information on Intralot"); (ii) the basis on which the Offer Value has been determined, including the reference price of the Intralot Shares and the prevailing GBP/EUR exchange rate;  (iii) the proportion of the issued share capital of the Enlarged Group that evoke Shareholders will hold in aggregate following completion (approximately 11.5 per cent. assuming no elections for the Cash Alternative Offer); and (iv) the reciprocal due diligence undertaken by the evoke Board, on Intralot, and engagement with Intralot management on the Enlarged Group's strategy, capital structure and governance arrangements. The evoke Board believes that the New Intralot Shares provide evoke Shareholders with an attractive opportunity to participate in the strategic and financial benefits of the Enlarged Group; 7.      the evoke Board has assessed the deliverability of the Acquisition, including the proposed transaction structure, the availability of financing for the cash consideration payable under the Cash Alternative Offer, the anticipated process to obtain relevant consents and approvals and the expected timetable, and believes the Acquisition offers a compelling combination of value and execution certainty relative to the alternatives considered as part of the Strategic Review; and 8.      the evoke Board has also considered the implications of the Acquisition for the evoke Group's employees, customers, regulators and other stakeholders, and welcomes Intralot's stated intentions for the Enlarged Group following completion of the Acquisition, which are described elsewhere in this Announcement. ·          Following careful consideration of the terms of the Acquisition, including the value and certainty that the Acquisition provides to evoke Shareholders and the factors set out above, the evoke Directors intend unanimously to recommend that evoke Shareholders vote (or procure voting) in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer). ·          Further details of the irrevocable undertakings received in relation to the Acquisition are set out in paragraph 7 and Appendix III to this Announcement. Recommendation ·          The evoke Directors, who have been so advised by Morgan Stanley and Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the evoke Directors, Morgan Stanley and Rothschild & Co have relied upon the commercial assessments of the evoke Directors.  ·          Accordingly, the evoke Directors intend to unanimously recommend that evoke Shareholders vote (or procure voting) in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer), as those evoke Directors who hold or are beneficially entitled to evoke Shares have each irrevocably undertaken to do in respect of all of their (and their connected persons') evoke Shares being, in aggregate, a total of 3,992,905 evoke Shares (representing approximately 0.89 per cent. of the existing issued ordinary share capital of evoke on 4 June 2026, being the last Business Day before the date of this Announcement). ·          Further details of these irrevocable undertakings are set out in Appendix III to this Announcement. ·          In deciding whether to elect for the Cash Alternative Offer, evoke Shareholders should have regard to their own particular circumstances. In making this decision, the evoke Directors consider that evoke Shareholders should take into account whether they prefer the immediate liquidity of the Cash Alternative Offer as opposed to economic exposure to New Intralot Shares. Irrevocable undertakings and letters of intent ·          In addition to the irrevocable undertakings from the evoke Directors who hold or are beneficially entitled to evoke Shares, as described above, Intralot has also received irrevocable undertakings as described below. ·          Dalia Shaked has undertaken to vote (or procure voting) in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer) in respect of a total of 86,283,534 evoke Shares (representing approximately 19.16 per cent. of the existing issued ordinary share capital of evoke on 4 June 2026 (being the last Business Day before the date of this Announcement) and to further undertake to receive New Intralot Shares for their entire holding. These undertakings will remain binding in the event that a higher competing offer for evoke is made. ·          Artemis Investment Management LLP has provided a letter of intent supporting the Acquisition in respect of a total of 44,640,192 evoke Shares (representing approximately 9.91 per cent. of the existing issued ordinary share capital of evoke on 4 June 2026 (being the last Business Day before the date of this Announcement). ·          Intralot has, therefore, received irrevocable undertakings and letters of intent to vote (or procure voting) in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer) in respect of a total of 130,923,726 evoke Shares (representing approximately 29.07 per cent. of the existing issued ordinary share capital of evoke on 4 June 2026, being the last Business Day before the date of this Announcement). Information on Intralot ·          Intralot is a leading global iGaming, lottery and sports betting operator and technology provider, listed on the Athens Stock Exchange with the market capitalisation of c. EUR 2,213 million as at 4 June 2026, being the last Business Day before the date of this Announcement. It was formed following the combination of Intralot and Bally's International Interactive business in October 2025, following which Bally's Corp. became the majority shareholder of Intralot. This combination created an independent, scaled champion across regulated markets with a footprint in some of the most attractive markets in Europe and North America. ·          Intralot operates across 40 regulated jurisdictions worldwide and employed approximately 2,800 people as of December 2025. The company is a B2C online gaming and sportsbook operator in the UK and Spain, and delivers end‑to‑end technology solutions across Lottery, iLottery, video lottery terminal monitoring and Sports Betting verticals, supporting operators in digital transformation initiatives and the funding of good causes. ·          Bally's International Interactive Business became part of Bally's in 2021 through the acquisition of Gamesys. Following the acquisition of Gamesys, Bally's made significant investments to strengthen the business and implemented other strategic actions under the guidance of a talented and well-coordinated global operations team. These investments focused on embedding the Vitruvian platform as a group‑wide data and intelligence layer, enabling deep integration across player account management systems and third‑party platforms while unifying real‑time data ingestion. Vitruvian's AI and machine‑learning capabilities underpin player personalisation, fraud and risk monitoring, responsible gaming interventions and automated, self‑service customer engagement across digital channels. Other notable investments include the rollout of a debut sports offering across most of the UK brands, the acquisition of a land-based casino in the UK. ·          Currently, Bally's International Interactive Business is a leading online gaming operator focusing exclusively on regulated gaming markets, particularly the UK, where it is one of the largest operators, and Spain, where it has a sizeable footprint. Through licensed entities in the UK, Gibraltar, Spain and Ireland, the business delivers a wide range of engaging online games and products, including real money online slots, casino, bingo,  and instant win games and sports betting products to its approximately 700,000 active cash players via a premier portfolio of distinctive and recognisable brands such as Jackpotjoy, Virgin Games, Monopoly Casino, Double Bubble Bingo, Bally's Bet, Rainbow Riches Casino and Botemania. ·          For the twelve months ended 31 December 2025, Intralot delivered a resilient and well‑diversified earnings profile across its core verticals, generating EUR 1,086 million of revenues and EUR 431 million of Adjusted EBITDA, reflecting the scalability of its technology‑led operating model, stable long-term cash flows in the lottery segment and disciplined cost management across the platform. Information on evoke ·          evoke is one of the world's leading betting and gaming companies by revenue, with revenue of GBP 1,782 million in FY 2025, and the owner of a range of internationally renowned brands, including William Hill, William Hill Vegas, 888casino, 888sport, 888poker, winner.ro and Mr Green. evoke's vision is to make life more interesting and evoke's mission is to delight players with world-class betting and gaming experiences. ·          Under evoke's market-leading brands, evoke provides customers with betting services and gaming products across evoke's principal B2C product areas of casino, sports and poker, and had over 1.7 million average monthly players over the twelve-month period ended 31 December 2025. evoke's two key market categories are: (i) Core Markets, comprising the UK, Italy, Spain, Romania and Denmark, in which evoke enjoys in-country scale and market-leading positions and (ii) Optimise Markets, which comprise the rest of evoke's operations. ·          In FY 2025, 72 per cent. of evoke's revenue was generated from online, including casino and betting, and 28 per cent. from evoke's retail operations. Incorporated in Gibraltar and headquartered and listed in London, evoke operates from offices around the world. In FY 2025 evoke generated 89 per cent. of revenues from evoke's Core Markets, with 38 per cent. from evoke's UK&I Online sub-segment, 28 per cent. from evoke's UK Retail sub-segment, and 24 per cent. from Italy, Spain, Denmark and Romania. The remaining 11 per cent. was generated across evoke's Optimise Markets. ·          evoke focuses on growth in locally regulated and taxed markets, with 96 per cent. of revenue in FY 2025 coming from locally regulated markets. General ·          The consideration payable under the terms of the Acquisition assumes that evoke Shareholders will not receive any dividend, distribution and/or any other return of capital or value following the date of this Announcement.  Intralot and evoke have agreed certain arrangements with regard to the payment of further dividends and returns of capital prior to the Effective Date. Further details are set out in paragraph 15 of this Announcement. Timetable and Conditions ·          It is intended that the Acquisition will be implemented by way of a Court-approved scheme of arrangement between Intralot and evoke Shareholders under Part VIII of the Gibraltar Companies Act (although Intralot reserves the right to implement the Acquisition by way of an Offer, subject to the terms of the Co-operation Agreement). ·          The Acquisition is conditional on, among other things: (i) the approval of evoke Shareholders of the Scheme at the Court Meeting; (ii) the approval of evoke Shareholders of the Resolution to be proposed at the General Meeting; (iii) the approval of Intralot Shareholders of the Intralot Resolution; (iv) confirmation of the approval of the listing of the New Intralot Shares on the Main Market of the Regulated Securities Market of Euronext Athens; (v) the receipt or waiver of any approval required under EU Regulation 2022/2560 on foreign subsidies as well as the relevant, regulatory antitrust approvals in Austria, Jersey and the UK and foreign direct investment approvals in Cyprus, Ireland, Malta, Romania, Spain and the UK; (vi) the receipt or waiver of gaming regulatory approvals in the UK, Portugal, Italy, Germany, Gibraltar, Malta, Canada, New Jersey, Nevada and Pennsylvania, in each case if and to the extent required. The Conditions to the Acquisition are set out in full in Appendix I to this Announcement along with certain other terms. The full terms and conditions will be set out in the Scheme Document. ·          evoke Shareholders should be aware that evoke and Intralot have agreed that the Conditions contained in Conditions 1, 2, 3 (a) , 3 (b) (iv) , 3 (c) (i) , 3 (c) (ii) , 3 (k) , 3 (l) and 3 (m) are not subject to Rule 13.5 of the Code (as applied pursuant to the Co-operation Agreement) and if such Conditions are not satisfied, it would be Intralot's intention (subject to the terms of the Co-operation Agreement) to invoke such Condition(s) to cause the Acquisition to lapse. ·          The Acquisition will be put to evoke Shareholders at the Court Meeting and the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of evoke Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of the evoke Shares held and voted by those evoke Shareholders. In addition, the Resolution implementing the Scheme must be passed by the requisite majority of evoke Shareholders representing at least 75 per cent. of votes cast at the General Meeting. ·          It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the associated Forms of Proxy and Form of Election, will be dispatched to evoke Shareholders as soon as practicable and, in any event, within 28 days of this Announcement (or such later time as evoke and Intralot may agree). The Court Meeting and General Meeting are expected to be held as soon as reasonably practicable thereafter. ·          Intralot will prepare and make available to Intralot Shareholders the Intralot General Meeting Invitation which will include a notice convening the Intralot General Meeting at which Intralot Shareholders will vote on the Intralot Resolution. It is expected that the Intralot General Meeting Invitation will be made available to Intralot Shareholders (together with a form of proxy) at the same time as the Scheme Document is dispatched to evoke Shareholders, with the Intralot General Meeting being held at or around the same time as the Court Meeting and General Meeting. ·          The Scheme Document and Intralot General Meeting Invitation will also be made available on Intralot's website at https://www.intralot.com/investor-relations/proposed-acquisition-of-evoke/ and evoke's website at https://www.evokeplc.com/investors/corporate-transactions/proposed-acquisition-by-ballys-intralot. ·          The Acquisition is currently expected to complete during the final quarter of 2026, or first quarter of 2027, subject to the satisfaction or waiver (where applicable) of the Conditions. An expected timetable of key events relating to the Acquisition will be set out in the Scheme Document. ·          Commenting on the Acquisition, Mark Summerfield, Chairman of evoke, said: " Following the announcement of the Strategic Review in December 2025, we have been resolutely focused on how best to maximise value for our shareholders in light of the significant UK duty changes and the constraints posed by the evoke Group's existing capital structure. Having considered a range of options I am delighted to announce the Acquisition by Intralot and believe the agreed terms represent the most attractive and deliverable outcome for evoke shareholders. The combination will create one of the world's leading online betting and gaming groups with superior scale, exceptional brands, increased diversification, and a platform for strong growth through enhanced capabilities. I'm confident Intralot will be a strong and supportive owner of the business, and together with the more sustainable capital structure, the combination offers the best route to deliver long-term value for our shareholders and broader stakeholders " ·          Commenting on the Acquisition, Avi Shaked, on behalf of the Shaked family said: " When I founded evoke 30 years ago, I envisioned building a company that would stand among the world's leading gaming businesses - a global platform with exceptional people, iconic brands, and a reputation for excellence across every market in which it operates. The transaction we are announcing today represents a significant milestone on that journey. The Shaked family has provided an irrevocable undertaking in support of this transformational combination. As committed minority shareholders in the combined group, we look forward to remaining part of this business for many years to come and participating in the next chapter of growth, innovation, and value creation alongside our fellow shareholders ." ·          Commenting on the Acquisition, Soo Kim, Chairman of Bally's, said: " We are excited about the opportunity to bring Intralot and evoke together to create a leading, diversified European gaming champion with greater scale, resilience and operational capability. Underpinned by the combination of evoke's iconic brands of incredible heritage, such as William Hill and 888, with Intralot's best-in-class technology and data capabilities, highly executable synergies and the ability to invest our substantial free cash flow in growth markets - we are confident that the Enlarged Group will not just be stronger than before, but stronger than ever. Intralot has a proven track-record of creating shareholder value through successful integration of acquired businesses whilst preserving their distinct strengths. We are confident that this transaction will deliver substantial benefits for both Intralot and evoke shareholders. " This summary should be read in conjunction with, and is subject to, the full text of this Announcement and the Appendices. The Conditions to, and certain further terms of, the Acquisition are set out herein and in Appendix I to this Announcement and the full terms and conditions of the Acquisition will be set out in the Scheme Document. The bases of calculations and sources for certain financial information contained in this Announcement are set out in Appendix II to this Announcement. Details of the irrevocable undertakings and letters of intent received by Intralot in relation to the Acquisition are set out in Appendix III to this Announcement. Appendix IV to this Announcement contains details and bases of belief of the anticipated synergies arising out of the Acquisition. Certain definitions and terms used in this Announcement are set out in Appendix V to this Announcement. Analyst and Investor Presentation Intralot will host a presentation and Q&A for analysts and investors via webcast at 9.00 a.m. (UK time) / 11.00 a.m. (Greek time) today (5 June 2026) to discuss the Transaction. To participate in this webcast, please use the following access details: https://brrmedia.news/9IL_260605   Enquiries: Deutsche Bank (Joint Financial Adviser to Intralot) +44 (0) 207 260 1000 Georgios Georgopoulos Reza Akhavi William Mansfield Oliver Ives Tom Jacob   Jefferies (Joint Financial Adviser to Intralot) +44 (0)20 7029 8000 James Liddy Philip Noblet Ed Matthews William Brown Kagiso Mahlangu   Sodali & Co (PR Adviser to Intralot) +44 (0)20 7250 1446 Justin Griffiths Pete Lambie Victoria Heslop   evoke +44 (0)800 029 3050 Per Widerström, CEO Sean Wilkins, CFO James Finney, Director of IR   Morgan Stanley & Co. International plc (Joint Financial Adviser to evoke) +44 (0)20 7425 8000 Laurence Hopkins Ben Grindley Paolo Della Rovere   Rothschild & Co. (Joint Financial Adviser to evoke) +44 (0)20 7280 5000 Edward Duckett Daniel Ross Ashley Gillard   Hudson Sandler (PR Adviser to evoke) +44 (0)20 7796 4133 Alex Brennan Hattie Dreyfus Andy Richards     The person responsible for arranging the release of this Announcement on behalf of Intralot is Dimitrios Kremmidas, Chief Legal Counsel of Intralot. The person responsible for arranging the release of this Announcement on behalf of evoke is Fredrik Ekdahl, General Counsel of evoke. Milbank LLP is retained as legal adviser to Intralot. Latham & Watkins (London) LLP is retained as legal adviser to evoke. Important Notices Jefferies International Limited (" Jefferies "), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Intralot and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Intralot for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this Announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise. Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. It is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. Deutsche Bank AG is acting for Intralot and no other person in connection with the matters referred to in this Announcement and will not be responsible to any person other than Intralot for providing the protections offered to clients of Deutsche Bank AG nor for providing advice in relation to any matter referred to in this Announcement. Morgan Stanley & Co. International plc (" Morgan Stanley "), which is authorised by the Prudential Regulation Authority (" PRA ") and regulated by the PRA and the Financial Conduct Authority (" FCA ") in the United Kingdom, is acting exclusively for evoke and for no one else in connection with the Acquisition and neither Morgan Stanley nor any of its affiliates, nor their respective directors, officers, employees or agents will be responsible to anyone other than evoke for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. N. M. Rothschild & Sons Limited (" Rothschild & Co "), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to evoke and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than evoke for providing the protections afforded to clients of Rothschild & Co, or for providing advice in connection with the matters referred to herein. Neither Rothschild & Co nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this Announcement, any statement contained in this Announcement or any matter referred to herein. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this Announcement. The City Code on Takeovers and Mergers The City Code on Takeovers and Mergers (the " Code ") does not apply to evoke as it is registered in Gibraltar. As a result, a takeover offer for evoke will not be regulated by the UK Panel on Takeovers and Mergers (the " Panel "). evoke's articles of association contain certain provisions requiring evoke to use its reasonable endeavours to apply the rules of the Code to a takeover offer for evoke (except where not in the best interest of evoke to do so), although these do not provide the full protections afforded by the Code and the enforcement of such provisions is not the responsibility of the Panel. Accordingly, evoke Shareholders are reminded that the Panel does not have responsibility, in relation to evoke, for ensuring compliance with the Code and is not able to answer any evoke Shareholders' questions in that regard. Further Information This Announcement is for information purposes only. It does not constitute, and is not intended to constitute, or form part of, any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote or decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document). evoke shall prepare the Scheme Document to be distributed to evoke Shareholders. evoke and Intralot urge evoke Shareholders to read the Scheme Document when it becomes available because it shall contain important information relating to the Acquisition, the New Intralot Shares and the Enlarged Group. Intralot shall prepare the Intralot General Meeting Invitation to be distributed to Intralot Shareholders. This Announcement does not constitute a prospectus or prospectus exemption document. This Announcement has been prepared for the purpose of complying with the laws of England and Wales and Gibraltar and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales and Gibraltar. Overseas Shareholders The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom or Gibraltar may be restricted by law. Persons who are not resident in the United Kingdom or Gibraltar or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.  To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such requirements by any person. Unless otherwise determined by Intralot, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The availability of the Acquisition to evoke Shareholders who are not resident in the United Kingdom or Gibraltar may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Gibraltar should inform themselves of, and observe, any applicable legal and regulatory requirements. evoke Shareholders should be aware that the transaction contemplated herein may have tax consequences and that such consequences, if any, are not described herein. evoke Shareholders are urged to consult with appropriate legal, tax and financial advisers in connection with the consequences of the Acquisition on them. Additional information for US investors The Acquisition relates to shares of a Gibraltar company which are admitted to trading on a UK regulated market, is subject to Gibraltar and UK procedural and disclosure requirements (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement provided for under the company law of Gibraltar. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme will be subject to Gibraltar procedural and disclosure requirements and practices, which are different from the procedural and disclosure requirements of United States tender offer and proxy solicitation rules. The receipt of consideration by a US holder for the transfer of its Shares pursuant to the Scheme may have tax consequences in the United States. Each evoke Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state federal and local, as well as overseas and other, tax laws. Financial information relating to evoke included in this Announcement and the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.  If Intralot exercises its right to implement the acquisition of the evoke Shares by way of an Offer, such offer will be made in compliance with applicable US tender offer and securities laws and regulations. To the extent permitted by applicable law, normal United Kingdom practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Intralot or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of evoke outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com. It may be difficult for US evoke Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Intralot and evoke are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US evoke Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement. The New Intralot Shares have not been, and will not be, registered under the US Securities Act, or applicable state securities laws. Accordingly, the New Intralot Shares may not be offered, sold, resold, taken up, transferred or delivered, directly or indirectly, in the United States absent registration or an available exemption or a transaction not subject to the registration requirements of the US Securities Act. Accordingly, the New Intralot Shares will not be issued to evoke Shareholders unless Intralot determines that they may be issued pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the US Securities Act as provided by Section 3(a)(10) of the US Securities Act or another available exemption. The New Intralot Shares are expected to be issued in reliance on the exemption from the registration requirements of the US Securities Act set forth in Section 3(a)(10) thereof on the basis of the approval of the Court, and similar exemptions from registration under applicable state securities laws. Section 3(a)(10) of the US Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration under the US Securities Act where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorised by law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court is authorised to conduct a hearing at which the substantive and procedural fairness of the terms and conditions of the Scheme will be considered. For the purposes of qualifying for the exemption provided by Section 3(a)(10) of the US Securities Act, evoke will advise the Court before the hearing that the Court's approval of the Scheme will constitute the basis for an exemption from the registration requirements of the US Securities Act, pursuant to Section 3(a)(10). THE SCHEME AND THE NEW INTRALOT SHARES TO BE ISSUED IN CONNECTION THEREWITH HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES PASSED UPON THE FAIRNESS OR THE MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. Forward-looking statements This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by evoke or Intralot (or their respective group companies), contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Intralot and evoke shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward-looking statements contained in this Announcement relate to Intralot and evoke's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects", "intends", "may", "will", "shall" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Intralot's, evoke's or any member of the evoke Group's or any member of the Intralot Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Intralot's, evoke's or any member of the evoke Group's or any member of the Intralot Group's business. Although Intralot and evoke believe that the expectations reflected in such forward-looking statements are reasonable, neither Intralot nor evoke (nor any of their respective associates, directors, officers or advisers) can give any assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: (i) the ability to complete the Acquisition; (ii) the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; (iii) changes in the global, political, economic, business and competitive environments and in market and regulatory forces; (iv) changes in future exchange and interest rates; (v) changes in tax rates; (vi) future business combinations or disposals; (vii) changes in general economic and business conditions; (viii) changes in the behaviour of other market participants; (ix) changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Intralot and evoke operate; (x) weak, volatile or illiquid capital and/or credit markets; (xi) changes in the degree of competition in the geographic and business areas in which Intralot and evoke operate; (xii) changes in laws or in supervisory expectations or requirements; and (xiii) any epidemic or pandemic or disease outbreak or global health crisis. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither evoke nor Intralot, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements. Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature involve, risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the evoke Group, there may be additional changes to the evoke Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated. The forward-looking statements speak only at the date of this Announcement. All pro forma figures in relation to the Enlarged Group are based solely on Intralot's own analysis and assumptions and reflect Intralot's views only.  All subsequent oral or written forward-looking statements attributable to Intralot, evoke, any member of the Intralot Group or the evoke Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. evoke and Intralot (and their respective associates, directors, officers or advisers) expressly disclaim any intention or obligation to update or revise any forward-looking statements, other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise. Any statements of estimated costs savings and synergies, including the Synergies Statement are based solely on Intralot's own analysis and assumptions and reflect Intralot's views only. evoke has provided certain operational and financial information to facilitate Intralot's evaluation of potential synergies available from the creation of the Enlarged Group. evoke has not otherwise been involved in the preparation of such statements and information and neither evoke nor its board of directors, officers, employees or agents have assisted Intralot in identifying or evaluating potential synergies from the creation of the Enlarged Group and do not endorse any analysis of such synergies or the Synergies Statement  and take no responsibility for the contents of such statements and information. Disclosure requirements The Code does not apply to evoke as it is registered in Gibraltar. Accordingly, neither evoke Shareholders, Intralot Shareholders nor any other person dealing in evoke Shares or Intralot Shares are required to disclose any of their dealings under the provisions of the Code. However, evoke Shareholders and persons considering the acquisition or disposal of any interest in evoke Shares are reminded that they are subject to the Disclosure Guidance and Transparency Rules made by the FCA under Part VI of FSMA and other applicable regulatory rules regarding transactions in evoke Shares. No profit forecasts or estimates No statement in this Announcement is intended as a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Intralot or evoke, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Intralot or evoke, as appropriate. Synergies Statement Statements of estimated costs savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the costs savings and synergies referred to in the Synergies Statement may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.  No statement in the Synergies Statement, or this Announcement generally, should be construed as a profit forecast or profit estimate or interpreted to mean that the Enlarged Group's earnings in the first full year following the Effective Date, or in any subsequent period, would necessarily match or be greater than or be less than those of evoke or Intralot for the relevant preceding financial period or any other period. Non-IFRS financial measures This Announcement contains financial information regarding the businesses and assets of Intralot, evoke and the Enlarged Group. In particular, certain financial data included in this Announcement consists of "non-IFRS financial measures." These non-IFRS financial measures may not be comparable to similarly-titled measures as presented by other companies, nor should they be considered as an alternative to the historical financial results or other indicators of performance based on IFRS. Even as between Intralot and evoke, the calculation of non-IFRS financial measures may vary, and such measures may not be presented on a consistent or comparable basis across both entities. Figures presented for the Enlarged Group are non-IFRS financial measures that represent the mathematical sum of such figure for the respective fiscal year or period, as applicable, for Intralot and evoke, after giving effect to the Acquisition. These aggregated figures are presented as a matter of convenience to recipients of this Announcement and are not derived from pro forma financial information prepared on the basis of IFRS, stock exchange rules and regulations or any other standard, and as such do not reflect all adjustments that would be reflected in pro forma financial information that gives effect to the Acquisition. This Announcement also includes certain unaudited financial information prepared by Intralot and evoke. Neither Intralot nor evoke's respective independent auditors have audited, verified, reviewed, compiled or performed any procedures with respect to the non-IFRS financial measures or 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. Actual results may vary from the information contained herein and such variations could be material. Publication on website and availability of hard copies A copy of this Announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Intralot's and evoke's websites at https://www.intralot.com/investor-relations/proposed-acquisition-of-evoke/ and https://www.evokeplc.com/investors/corporate-transactions/proposed-acquisition-by-ballys-intralot, respectively, by no later than 12 noon (London time) on 8 June 2026. For the avoidance of doubt, the contents of these websites or any other website accessible from hyperlinks are not incorporated into and do not form part of this Announcement. You may request a hard copy of this Announcement by contacting evoke at [email protected] or by telephone on +44 (0)800 029 3050. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. Electronic communications Please be aware that addresses, electronic addresses and certain other information provided by evoke Shareholders, persons with information rights and other relevant persons for the receipt of communications from evoke may be provided to Intralot during the Offer Period as would be required under Section 4 of Appendix 4 of the Code if Rule 2.11(c) of the Code applied to evoke. Rounding Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. General Intralot reserves the right to elect to implement the Acquisition by way of an Offer as an alternative to the Scheme, subject to the terms of the Co-operation Agreement. In such event, the Offer will be implemented on substantially the same terms and conditions, so far as is applicable, as those which would apply to the Scheme (subject to appropriate amendments to reflect the change in method of implementation and the terms of the Co-operation Agreement). If the Acquisition is implemented by way of an Offer, and such an Offer becomes or is declared unconditional and sufficient acceptances are received, Intralot intends to exercise its rights to apply the provisions of section 352A of the Gibraltar Companies Act so as to acquire compulsorily the remaining evoke Shares in respect of which the Offer has not been accepted. Investors should be aware that Intralot may purchase evoke Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases. If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser. Inside information The information in this Announcement is deemed by Intralot and evoke to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 (as, in relation to evoke, it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this Announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.   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 IS AN ADVERTISEMENT AND NOT A PROSPECTUS, A PROSPECTUS EQUIVALENT DOCUMENT OR A PROSPECTUS EXEMPT DOCUMENT AND EVOKE SHAREHOLDERS SHOULD NOT MAKE ANY DECISION IN RELATION TO THE INTRALOT SECURITIES EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 5 June 2026 RECOMMENDED ALL-SHARE ACQUISITION of evoke plc by Bally's Intralot S.A.   to be implemented by means of a scheme of arrangement under Part VIII of the Gibraltar Companies Act 2014 1.         Introduction The board of Bally's Intralot S.A. (" Intralot ") and the board of evoke plc (" evoke ") are pleased to announce that they have reached an agreement on the terms and conditions of a recommended all-share acquisition by Intralot of the entire issued, and to be issued, ordinary share capital of evoke.  It is intended that the Acquisition will be implemented by way of a Court-approved scheme of arrangement between evoke and evoke Shareholders under Part VIII of the Gibraltar Companies Act (although Intralot reserves the right to implement the Acquisition by way of an Offer, subject to the terms of the Co-operation Agreement). The Conditions to, and certain further terms of, the Acquisition are set out in full in Appendix I to this Announcement and the full terms and conditions of the Acquisition will be set out in the Scheme Document. 2.         The Acquisition Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix I to this Announcement and the full terms and conditions to be set out in the Scheme Document, evoke Shareholders will be entitled to receive: for each evoke Share: 0.537 New Intralot Shares (the "Shares Offer") The above represents a value of approximately 52 pence per evoke Share based on Intralot's share price of EUR 1.12. On this basis, the Acquisition values the entire issued, and to be issued, ordinary share capital of evoke at approximately GBP 243.1 million.   The Acquisition represents a premium of approximately: ·          138 per cent. premium to evoke's share price of 21.9 pence at the close of business on 9 December 2025 (being the last business day before the announcement of evoke's strategic review); and ·          77 per cent. premium to evoke's volume-weighted average share price of 29.4 pence over the last three months to 17 April 2026 (being the last business day before evoke's statement regarding media speculation in respect of the Acquisition). Information in relation to the New Intralot Shares is set out in paragraph 19 below. Further information in relation to the New Intralot Shares will be included in the Scheme Document. The Cash Alternative Offer As an alternative to the Shares Offer, evoke Shareholders may elect to receive in respect of some or all of their evoke Shares (in lieu of a corresponding number of New Intralot Shares under the Shares Offer): for each evoke Share: 52 pence in cash (the "Cash Alternative Offer") evoke Shareholders who do not elect for the Cash Alternative Offer, and/or who do not make a valid election, will receive New Intralot Shares for the full amount of the consideration due to them pursuant to the Shares Offer in respect of their entire holding of evoke Shares. The Cash Alternative Offer is subject to (amongst other things) the Cash Alternative Offer Cap and Scaling Back, further details of which are contained in paragraph 13 . Any evoke Shares that are sold under the Cash Alternative Offer, will be acquired by JerseyCo, a wholly-owned (indirect) subsidiary of Intralot. The evoke Shares will be acquired pursuant to the Acquisition fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre‑emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing thereto, including, without limitation, voting rights and the right to receive and retain in full all dividends, distributions and/or other return of capital or value authorised, declared, made or paid, or becomes payable with a record date in respect of the evoke Shares on or after the Effective Date. Details of how evoke Shareholders resident in the UK and Gibraltar can hold, access and trade the New Intralot Shares will be set out in the Scheme Document. In any event, evoke Shareholders resident in the UK and Gibraltar will be able to hold their shares in any of the ways currently available to Intralot Shareholders, including through an intermediary of their own choice should they wish to do so. 3.         Background to and reasons for the Acquisition Intralot is a global leader in iGaming and lottery solutions, created through the combination of Bally's and Intralot in October 2025. This combination established Intralot as a diversified, digitally led global betting, gaming and lottery operator with industry-leading EBITDA margins, proven proprietary technology and operations spanning a number of regulated markets, including the UK, Spain and certain US states. The successful completion and integration of that combination has provided Intralot with significant financial strength, operational scale and a demonstrated playbook for executing complex, transformational transactions. On 26 November 2025, the UK Government announced significant increases to Remote Gaming Duty, with the headline rate increasing from 21 per cent., to 40 per cent. with effect from April 2026. These changes represent a material shift in the UK operating environment and Intralot expects them to create meaningful dislocation across the competitive landscape. Intralot continues to believe that the UK is a highly attractive geography and the current market dislocation presents a significant opportunity for consolidation. Intralot believes that the Acquisition has a compelling strategic and financial rationale for shareholders of both Intralot and evoke which is expected to result in the following benefits: 1.         Creates a global gaming and lottery champion with scaled pan-European B2C, adding significant reach across locally regulated markets - The Acquisition will create a geographically diversified gaming champion with operations across six core markets.  The Enlarged Group will have significant scale and relevance in Europe's largest and most attractive gaming jurisdictions. Poised to compete across markets with an addressable TAM of EUR 36 billion, the Enlarged Group expects to benefit from exposure to structurally growing iGaming and online sports betting markets while maintaining a clear focus on regulated, sustainable revenues. 2.         Leading position in the UK with sports offering strengthened through the addition of evoke's flagship brands - The Acquisition will significantly enhance Intralot's UK position through the addition of evoke's leading brands, William Hill and 888, adding a scaled multi-brand platform across casino, sports, bingo and poker to Intralot's portfolio. The Enlarged Group will rank as the #2 player in UK iGaming and #4 in UK online sports betting (based on market share position by gross gaming revenue), supported by a strong retail presence. 3.         Combining evoke's iconic brands with Intralot's leading data technology to optimise player journeys - By pairing evoke's large, loyal customer base with Intralot's Vitruvian platform and advanced data capabilities, the Enlarged Group will be positioned to materially improve acquisition efficiency, player engagement and lifetime value. Intralot's technology will enable more precise customer segmentation, and personalised journeys, supporting materially lower marketing intensity, improved conversion and reduced churn. 4.         Transaction unlocks highly executable synergy upside to drive value creation in the near-term - The Acquisition will unlock approximately GBP 180 million of identified pre-tax cost and capex savings, which will be realised by the end of the second year following completion of the Acquisition. Synergies are expected to be realised primarily from the consolidation and optimisation of activities in three core areas, marketing spend optimisation, operational efficiencies and IT infrastructure. 5.         Enhanced financial profile through increased scale and product diversification - The Enlarged Group will benefit from enhanced scale with FY25 pro forma net revenue of EUR 3.2 billion and FY25 pro forma adjusted EBITDA of EUR 856 million adjusted for the estimated impact of UK tax changes, Intralot's announced mitigations and transaction related cost synergies. The Enlarged Group is expected to have a FY25 pro forma adjusted EBITDA margin of approximately 27 per cent. and cash conversion of approximately 79 per cent. (including capex synergies). Together with the potential synergies, and more diversified product and geographical mix, the Acquisition delivers a more robust and balanced financial profile, with improved visibility on both cash generation and deleveraging. 4.         Financial benefits of the Acquisition Intralot, having undertaken a review and analysis of the potential cost savings arising from the Acquisition, and taking into account those factors which Intralot management can reasonably influence, believes that the Enlarged Group could deliver significant shareholder value through the expected realisation of approximately GBP 180 million of gross annual pre‑tax run‑rate cost and capex synergies by the end of the 2 nd year following completion of the Acquisition. Intralot believes that the potential cost savings and synergies are expected to be realised primarily from the consolidation and optimisation of activities across the Enlarged Group: ·          Marketing spend optimisation , including scale efficiencies, reduction in above‑the‑line investment, optimisation of the digital channel mix, renegotiation of legacy commercial and affiliate terms, and rationalisation of the combined sponsorship and partnership portfolio, which is expected to contribute a significant proportion of the gross annual pre-tax run-rate cost and capex synergies; ·          Operational efficiencies , driven by simplification of organisational structure and consolidation of duplicative functions, improved efficiency and increased centralisation, which is expected to contribute a meaningful share of the gross annual pre-tax run-rate cost and capex synergies.  Capex synergies reflect efficiencies within the technology teams that would have otherwise been capitalised as technology development costs; and ·          IT infrastructure , renegotiation and consolidation of software and operational tooling vendors and contracts, along with data-centre rationalisation and consolidation, which is also expected to contribute towards the gross annual pre-tax run-rate cost and capex synergies. Intralot expects that all synergies will be realised by the end of the second year following completion of the Acquisition, and the full run rate cost and capex savings are expected to be realised by the end of the third year following completion of the Acquisition. Intralot anticipates quick wins in marketing and corporate overheads which are expected to be realised within one year of Completion. Intralot estimates that one‑off implementation costs of approximately GBP 25 million would be required to achieve the synergies described above, which are expected to be incurred in the first 24 months following completion of the Acquisition. Aside from the one-off costs referred to above, Intralot does not expect any material dis-synergies to arise as a direct result of the Acquisition. The expected synergies will accrue as a direct result of the Acquisition and would not be achieved on a standalone basis. Appendix IV to this Announcement includes a copy of these statements of anticipated cost synergies arising out of the Acquisition and provides underlying information and bases of calculation and belief. Important notes The cost savings and synergies outlined above are predicated on targeted integration of respective technology solutions, principally leveraging Intralot's leading Vitruvian platform to enable data-driven enhancements to marketing efficiency and unit economics. Intralot also believes there is a longer-term opportunity around further technology integration and intends to appropriately explore and scope out the synergy potential, and associated timelines, in more detail in due course. These statements of estimated cost savings and synergies relate to future actions or circumstances which, by their nature, involve risks, uncertainties and contingencies. As a consequence, the identified synergies and estimated savings referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. These statements are not intended as a profit forecast and should not be interpreted as such. No part of these statements, or this Announcement generally, should be construed or interpreted to mean that the Enlarged Group's earnings in the first year following the Effective Date, or in any subsequent period, would necessarily match or be greater than or be less than those of Intralot and/or evoke for the relevant preceding financial period or any other period. 5.         Background to and reasons for the Recommendation On 10 December 2025, the evoke Board announced that it had decided to undertake a review of the evoke Group's strategic options to maximise shareholder value, including, but not limited to, a potential sale of the evoke Group, or some of the evoke Group's assets and/or business units (the " Strategic Review "). In determining to undertake the Strategic Review, the evoke Board took into account the evolving regulatory and market environment in the evoke Group's core markets and, in particular, the UK Government's announcement on 26 November 2025 of significant increases to UK gambling duties, including (i) an increase in Remote Gaming Duty on online gaming from 21 per cent. to 40 per cent. from 1 April 2026 and (ii) an increase in duty rate on online betting (excluding horse racing) from the current 15 per cent. to 25 per cent. from 1 April 2027. The evoke Board considered that these changes represent a material shift in the UK operating environment and, given evoke's significant UK exposure, were expected to have a material adverse impact on the evoke Group's profitability and cash generation. On the evoke Group's initial estimates, prior to mitigating actions, these changes would increase duty costs by approximately GBP 125-135 million on an annualised basis once fully implemented representing 36 per cent. of evoke's FY2025 EBITDA (with approximately GBP 80 million of the pre-mitigation impact arising in FY26E). Since the announcement of the Strategic Review, the evoke Board and management have continued to focus on improving underlying performance and executing the evoke Group's strategy in regulated markets. evoke's FY 2025 results demonstrated improved underlying profitability, with Adjusted EBITDA increasing by 14 per cent. to GBP 356 million and Adjusted EBITDA margin expanding by 220 basis points to 20.0 per cent., reflecting a continued focus on more efficient promotional and marketing investment and a more disciplined operating model. Notwithstanding this progress, the evoke Board has remained mindful that regulatory changes in the UK, together with the evoke Group's leveraged capital structure and refinancing profile, have continued to constrain strategic optionality, increase refinancing risk and weigh on the evoke Group's equity valuation. Against that backdrop, and as part of the Strategic Review, the evoke Board (together with its financial advisers) has evaluated a range of potential counterparties and transaction structures, including consideration of: (i) a potential sale of the whole evoke Group; (ii) disposals of certain assets and/or business units (including Italy and the UK); and (iii) alternative capital structure solutions. In all cases these alternatives were considered in the context, and relative to the risks and merits, of maintaining the status quo. These discussions progressed to an advanced stage with multiple counterparties, including management engagement and due diligence. In assessing these options, the evoke Board has placed particular emphasis on maximising value for evoke Shareholders, deliverability, timing, implications on the evoke Group capital structure as well as the impact for the evoke Group's broader stakeholders. Intralot was one of the parties engaged in the Strategic Review. Intralot submitted five earlier non-binding proposals with the first of such proposals being at 32 pence per share (received on 20 January 2026) which the evoke Board did not consider reflected adequately the value of evoke and its prospects. Following further engagement with Intralot, including reciprocal due diligence and continued negotiations focused on both value and deliverability, Intralot ultimately increased its proposal to 52 pence per share (an increase relative to its initial proposal of 63 per cent.) and indicated that the proposal was expected to comprise an all-share combination with a partial cash alternative, including the commitment of the EUR equivalent of GBP 889 million from the Private Lenders, led and underwritten by the SteerCo, in connection with the redemption of evoke's EUR 450,000,000 Senior Secured Floating Rate Notes due 2028 and the USD 575,000,000 USD-denominated Term Loan B due 2028. On 20 April 2026, evoke confirmed that it was in discussions with Intralot regarding a possible offer for the entire issued and to be issued share capital of evoke at a price of 50 pence per share, expected to comprise an all-share combination with a partial cash alternative, this price was subsequently increased to 52 pence per share. Following a period of discussions with Intralot, including confirmatory information sharing and detailed engagement on transaction structure, conditionality and deliverability, the evoke Board has concluded that the terms of the Acquisition represent the most attractive and deliverable proposal currently available to evoke and its shareholders. In recommending the Acquisition, the evoke Directors have taken into account a number of factors, including the following: Strategic and financial rationale 1.       the Acquisition is expected to address key strategic and financial constraints facing evoke by combining evoke with a larger platform with a higher-margin profile, stronger cash generation and a proven operating model, and by providing a clearer pathway to a more sustainable capital structure for the Enlarged Group; 2.      the evoke Board believes that the strategic and operational rationale for the combination provides a credible basis for meaningful value creation, while allowing evoke Shareholders to participate in that upside through ownership of New Intralot Shares; and 3.      the evoke Board has had particular regard to the financing structure supporting the Acquisition and the resulting improvement in the evoke Group's capital structure. The proposed financing arrangements include a commitment of the EUR equivalent of GBP 889 million from the Private Lenders, led and underwritten by the SteerCo, which will be guaranteed and secured on all assets of the evoke Group which secure the evoke SSNs, but will be secured on a junior basis to the liens securing the evoke SSNs, that will be used to redeem evoke's 2028 senior secured maturities, together with binding consents from more than 50 per cent. of the holders of each class of the longer-dated maturities to consent to the envisaged change of control (further details of which are set out in the "Financing of the Acquisition" section of this Announcement). Total reported FY25A leverage for evoke was 5.2x, and net senior secured leverage was 5.0x on a standalone basis. The Group also faced near term refinancing risk with the upcoming 2028 maturities. The evoke Board believes that the proposed financing structure addresses balance sheet and refinancing risk, removing a key strategic constraint that has limited management's flexibility in recent years. This materially improves the financial profile of evoke and provides the most credible foundation for sustainable long-term value creation. Pro forma for the acquisition, including cost synergies and UK duty changes, as well as the refinancing of the 2028 maturities with the new Second Lien Term Facility, total pro forma leverage would fall from 5.2x to 4.6x, with senior secured leverage falling from 5.0x to 2.2x; Value and certainty for evoke Shareholders 4.      the Shares Offer provides evoke Shareholders with the opportunity to participate in the long-term strategic and financial benefits of the Enlarged Group, whilst the Cash Alternative Offer provides an option for evoke Shareholders who prefer to crystallise value in cash (subject to the Cash Alternative Offer Cap and Scaling Back); 5.      the Offer Value represents a material premium of approximately 138 per cent. to evoke's share price immediately prior to the announcement of the Strategic Review and reflects, in the evoke Board's view, an attractive valuation in light of the evoke Group's standalone prospects, the prevailing regulatory and market backdrop and the constraints imposed by the evoke Group's existing capital structure; 6.      in assessing the Shares Offer the evoke Board has had regard to: (i) Intralot's financial profile, business positioning and prospects (as further described in the section "Information on Intralot"); (ii) the basis on which the Offer Value has been determined, including the reference price of the Intralot Shares and the prevailing GBP/EUR exchange rate;  (iii) the proportion of the issued share capital of the Enlarged Group that evoke Shareholders will hold in aggregate following completion (approximately 11.5 per cent. assuming no elections for the Cash Alternative Offer); and (iv) the reciprocal due diligence undertaken by the evoke Board, on Intralot, and engagement with Intralot management on the Enlarged Group's strategy, capital structure and governance arrangements. The evoke Board believes that the New Intralot Shares provide evoke Shareholders with an attractive opportunity to participate in the strategic and financial benefits of the Enlarged Group; 7.      the evoke Board has assessed the deliverability of the Acquisition, including the proposed transaction structure, the availability of financing for the cash consideration payable under the Cash Alternative Offer, the anticipated process to obtain relevant consents and approvals and the expected timetable, and believes the Acquisition offers a compelling combination of value and execution certainty relative to the alternatives considered as part of the Strategic Review; and 8.      the evoke Board has also considered the implications of the Acquisition for the evoke Group's employees, customers, regulators and other stakeholders, and welcomes Intralot's stated intentions for the Enlarged Group following completion of the Acquisition, which are described elsewhere in this Announcement. Following careful consideration of the terms of the Acquisition, including the value and certainty that the Acquisition provides to evoke Shareholders and the factors set out above, the evoke Directors intend unanimously to recommend that evoke Shareholders vote (or procure voting) in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer). Further details of the irrevocable undertakings received in relation to the Acquisition are set out in paragraph 7 and Appendix III to this Announcement. 6.         Recommendation The evoke Directors, who have been so advised by Morgan Stanley and Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the evoke Directors, Morgan Stanley and Rothschild & Co have relied upon the commercial assessments of the evoke Directors. Accordingly, the evoke Directors intend to unanimously recommend that evoke Shareholders vote (or procure voting) in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer), as those evoke Directors who hold or are beneficially entitled to evoke Shares have each irrevocably undertaken to do in respect of all of their (and their connected persons') evoke Shares being, in aggregate, a total of 3,992,905 evoke Shares (representing approximately 0.89 per cent. of the existing issued ordinary share capital of evoke on 4 June 2026, being the last Business Day before the date of this Announcement). Further details of these irrevocable undertakings are set out in paragraph 7 and Appendix III to this Announcement. In deciding whether to elect for the Cash Alternative Offer, evoke Shareholders should have regard to their own particular circumstances.  In making this decision, the evoke Directors consider that evoke Shareholders should take into account whether they prefer the immediate liquidity of the Cash Alternative Offer as opposed to economic exposure to New Intralot Shares. 7.         Irrevocable Undertakings and letters of intent In addition to the irrevocable undertakings from the evoke Directors who hold or are beneficially entitled to evoke Shares, as described above, Intralot has also received irrevocable undertakings as described below. Dalia Shaked has undertaken to vote (or procure voting) in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer) in respect of a total of 86,283,534 evoke Shares (representing approximately 19.16 per cent. of the existing issued ordinary share capital of evoke on 4 June 2026 (being the last Business Day before the date of this Announcement) and to further undertake to receive New Intralot Shares for their entire holding. These undertakings will remain binding in the event that a higher competing offer for evoke is made. Artemis Investment Management LLP has provided a letter of intent supporting the Acquisition in respect of a total of 44,640,192 evoke Shares (representing approximately 9.91 per cent. of the existing issued ordinary share capital of evoke on 4 June 2026 (being the last Business Day before the date of this Announcement). Intralot has, therefore, received irrevocable undertakings and letters of intent to vote (or procure voting) in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer) in respect of a total of 130,923,726 evoke Shares (representing approximately 29.07 per cent. of the existing issued ordinary share capital of evoke on 4 June 2026, being the last Business Day before the date ...

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