Statement by ZEAL Network SE in response to public letter from Lottoland

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Press release

Statement by ZEAL Network SE in response to public letter from Lottoland

(London, 8 January 2019)

ZEAL Network SE ('ZEAL') acknowledges yesterday's comments from secondary lottery operator Lottoland Holdings ('Lottoland') about ZEAL's planned public takeover offer for Lotto24 AG ('Lotto24'), and its suggestion of it making an unspecified offer for unspecified assets of the ZEAL Group by 31 January 2019.

Since the announcement of the planned takeover of Lotto24 seven weeks ago, ZEAL has not received any proposals for alternative transactions. ZEAL remains open to discussing serious alternative proposals until 18 January 2019 when the Extraordinary General Meeting will take place as planned.

ZEAL believes that the intention behind Lottoland's comments is to interfere with the planned takeover of Lotto24 and spread uncertainty. Given Lottoland's obvious position as a direct competitor, ZEAL cautions all shareholders to treat their comments with due scepticism.

ZEAL advises its shareholders, in considering how to vote at the shareholder meeting, to take note of the information in the shareholder circular and notice sent in connection with the meeting, which is also available online at www.zeal-offer.com.

Dr Helmut Becker, CEO, ZEAL, commented: 'We firmly believe that, of the alternatives we have considered, our proposal to reunite ZEAL and Lotto24 has the strongest strategic rationale, offers the best opportunity for sustainable growth and creates the most value for ZEAL's shareholders. Strong opposition from a competing secondary lottery operator is clear and compelling evidence that our transaction is the best way forward for our company and our shareholders.'

ENDS

Contacts:

Media:
Matt Drage
Head of Corporate Communications, ZEAL Network
T: +44 (0)7976 872 861
matt.drage@zeal-network.co.uk

Lutz Golsch, FTI Consulting
T: +49 69 920 37 110
M: +49 173 6517710
lutz.golsch@fticonsulting.com

Investors:
Frank Hoffmann
Investor Relations Manager, ZEAL Network
T: +44 (0) 20 3739 7123
frank.hoffmann@zeal-network.co.uk

Important note
This announcement is for information purposes only and neither constitutes an offer to purchase or exchange nor an invitation to sell or to make an offer to exchange, securities of Lotto24 AG ('Lotto24') or ZEAL Network SE ('ZEAL'). The final terms and further provisions regarding the public takeover offer will be disclosed in the offer document once its publication will have been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). ZEAL reserves the right to deviate in the final terms and conditions of the public takeover offer from the basic information described herein. Investors and holders of securities of Lotto24 are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as soon as they are published, as they contain or will contain important information.

The offer will be made exclusively under the laws of the Federal Republic of Germany, in particular under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)). The offer will not be made pursuant to the provisions of jurisdictions other than those of the Federal Republic of Germany. Therefore, no other announcements, registrations, admissions or approvals of the offer outside of the Federal Republic of Germany have been filed, arranged for or granted.

The ZEAL shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state or any other jurisdiction of the United States of America ('USA'). Therefore, subject to certain exceptions, ZEAL shares may not be offered or sold within the USA or in any other jurisdiction where to do so would be a violation of applicable law. There is no public offering of ZEAL shares in the USA.

To the extent this announcement contains forward-looking statements, such statements do not represent facts. Forward-looking statements include all matters that are not historical facts. They are characterised by the words 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume', 'plan' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of ZEAL and the persons acting in conjunction with ZEAL, for example with regard to the potential consequences of the takeover offer for Lotto24, for those shareholders of Lotto24 who choose not to accept the takeover offer or for future financial results of Lotto24. Such forward-looking statements are based on current plans, estimates and forecasts which ZEAL and the persons acting in conjunction with it have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by ZEAL or the persons acting in conjunction with it. Actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

This release and any materials distributed in connection with this release are not directed to or intended for release, publication or distribution (in whole or in part) directly or indirectly into or from the USA or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction, nor are they directed to, or intended for use by, any person or entity that is a citizen or resident or located in the USA or in any locality, state, country or other jurisdiction where such release, distribution, publication, availability or use would constitute a violation of the relevant laws of such jurisdiction or which would require any registration or licensing within such jurisdiction.