ZEAL SHAREHOLDERS APPROVE RESOLUTIONS FOR LOTTO24 TAKEOVER OFFER

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

ZEAL SHAREHOLDERS APPROVE RESOLUTIONS FOR LOTTO24 TAKEOVER OFFER

(London, 18 January 2019)

ZEAL Network SE ('ZEAL') today announced that, at a General Meeting in London, shareholders voted to approve necessary preconditions for the planned all-share takeover offer for Lotto24 AG ('Lotto24'). Shareholders voted 60% in favour of the required capital increase.

Dr Helmut Becker, CEO, ZEAL, said: 'Our plan to reunite ZEAL and Lotto24 offers a fantastic opportunity for sustainable growth and creates significant value - for shareholders of both companies, customers and the German Federal States and their lottery beneficiaries. We are pleased that ZEAL's shareholders share our vision and today approved the important preconditions which now enable us to make our offer for Lotto24. We look forward to launching our offer to Lotto24 shareholders shortly and to bringing our organisations together. The combination of ZEAL and Lotto24 will create the leading private digital lottery broker in Germany, setting us up for strong growth in Germany and internationally.'

Shareholders also voted to waive the requirement on Günther Group (which will own more than 30% of the combined group after completion) to make a full takeover offer for ZEAL. Shareholders voted 51% in favour of the waiver. Günther Group were not able to vote on this particular resolution.

ZEAL will announce the beginning of the acceptance period for the takeover offer following approval of the Offer Document by the German Federal Financial Supervisory Authority (BaFin). The company expects that the acceptance period will start by the end of January 2019.

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.