DGAP-News: LOTTO24 AG: Joint reasoned opinion of the Executive Board and Supervisory Board of Lotto24 AG on the voluntary public takeover offer (exchange offer) of ZEAL Network SE

Joint reasoned opinion of the Executive Board and Supervisory Board of Lotto24 AG on the voluntary public takeover offer (exchange offer) of ZEAL Network SE

- Executive Board and Supervisory Board published joint opinion

- Cooperation with ZEAL offers benefits and opportunities

- Recommendation to shareholders to accept the offer

(Hamburg, 12 February 2018) The Executive Board and Supervisory Board of Lotto24 AG ("Lotto24") (Lotto24.de), Germany's leading online provider of state lotteries, today published a joint reasoned opinion on the takeover offer (exchange offer) of ZEAL Network SE ("ZEAL") (Zeal-angebot.com) in accordance with Section 27 (3) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG).

Both governing bodies regard the type and amount of the consideration offered by ZEAL as adequate within the meaning of Section 31 (1) WpÜG and are of the opinion that the cooperation between Lotto24 and ZEAL offers benefits and opportunities for both companies. Against this background, the Executive Board and Supervisory Board recommend that all Lotto24 shareholders accept the exchange offer.

The Executive Board and Supervisory Board point out, however, that certain aspects may impact the value or value development of the Lotto24 shares on the one hand and the ZEAL shares on the other, and thus may alter to some extent the assessment of the adequacy of the offer consideration in a retrospective view. These include in particular:

- agreements to be concluded between Lotto24 and ZEAL, whose terms and conditions still have to be agreed,

- a possible additional burden of ZEAL from value added tax payments, and

- various risks during the implementation of the cooperation.

The above aspects and further potentially value-influencing aspects are described in detail in the joint reasoned opinion of the Executive Board and Supervisory Board.

The joint reasoned opinion can be viewed in German and English on the Lotto24 AG website (Lotto24-ag.de) in the "Investor Relations" section and both versions are also available free of charge from Lotto24 AG, Investor Relations, Strassenbahnring 11, 20251 Hamburg, Tel: +49 40 8222390 (enquiries by telefax to +49 40 82223970 or by e-mail to office@lotto24.de).

About Lotto24 AG: Lotto24 AG is Germany's leading online provider of state-licensed lotteries (Lotto24.de). Lotto24 brokers customer tickets to the state-owned lottery companies of Germany's federal states and the »Deutsche Fernsehlotterie«, for which it receives a commission. The product range includes »Lotto 6aus49«, »Spiel 77«, »Super 6«, »EuroJackpot«, »GlücksSpirale«, lotto clubs, »Keno« and the »Deutsche Fernsehlotterie«. Following its foundation in 2010 and IPO in 2012 on the Frankfurt Stock Exchange (Prime Standard), Lotto24 is now the clear market leader and well ahead of its competitors. As a fast-growing company with a strong service and customer orientation, Lotto24 aims to provide its customers online as well as mobile with the most convenient, secure and modern game experience possible.

Contact:
Lotto24 AG
Vanina Hoffmann
Manager Investor & Public Relations
Tel.: +49 40 82 22 39 - 501
E-mail: ir@lotto24.de
Internet: Lotto24-ag.de
Lotto24.de

Important note:

This publication neither constitutes an offer to purchase nor an invitation to submit an offer to sell shares of Lotto24 AG. The terms of the exchange offer of ZEAL Network SE and the further provisions regarding the exchange offer are contained in the offer document of ZEAL Network SE approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), which can be downloaded at Zeal-angebot.com. Investors and holders of shares of Lotto24 AG are strongly recommended to read the offer document and all other documents in connection with the offer as soon as these are published, as they contain important information.

To the extent that this publication contains forward-looking statements, also regarding the exchange offer, these do not represent facts and are characterised by words such as "may", "should", "target", "will", "expect", "intend", "estimate", "anticipate", "believe", "plan", "determine" and similar expressions. Such forward-looking statements express the intentions, opinions or current expectations and assumptions of Lotto24 AG. The forward-looking statements are based on current plans, estimates and forecasts which Lotto24 AG has made to the best of its knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks, uncertainties and changing circumstances which are mostly difficult to predict and usually cannot be influenced by Lotto24 AG. These expectations and forward-looking statements may prove to be wrong and actual events may differ materially from such forward-looking statements. Lotto24 AG does not accept any obligation to update the forward-looking statements in respect to actual developments or events, general conditions, assumptions or other factors.